exhibit4_2.htm


    EXHIBIT 4.2

     

    EXECUTION COPY


    EXTERRAN
HOLDINGS, INC.

     

    as
Issuer

     

    WELLS
FARGO BANK, NATIONAL ASSOCIATION

     

    as
Trustee

     

    
      	
              Supplemental
      Indenture

              Dated
      as of June 10, 2009

              Supplemental
      to Indenture

              Dated
      as of June 10, 2009

            


    

     

    


     

     

    4.25%
Convertible Senior Notes due 2014

     


    
      
         


      

      
         


        
          

        

      

      
         


        
          TABLE
OF CONTENTS

           

           

          


        

      

    


    ARTICLE
1

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

    SECTION
1.01.                                           Scope
of Supplemental Indenture                                                                           1

    SECTION
1.02.                                           Definitions                                2

    ARTICLE
2

    THE
SECURITIES

    SECTION
2.01.                                           Title
and Terms; Payments                                                                8

    SECTION
2.02.                                           Book-Entry
Provisions for Global Notes                                                                                     9

    SECTION
2.03.                                           CUSIP
Numbers                                           10

    SECTION
2.04.                                           Reporting
Requirement                                                      10

    ARTICLE
3

    FUNDAMENTAL
CHANGES AND PURCHASES THEREUPON

    SECTION
3.01.                                           Purchase
at Option of Holders Upon a Fundamental Change10

    SECTION
3.02.                                           Effect
of Fundamental Change Purchase Notice                                                                                                13

    SECTION
3.03.                                           Withdrawal
of Fundamental Change Purchase Notice13

    SECTION
3.04.                                           Deposit
of Fundamental Change Purchase Price                                                                                                13

    SECTION
3.05.                                           Notes
Purchased in Whole or in Part                                                                           14

    SECTION
3.06.                                           Covenant
to Comply With Applicable Laws Upon Purchase of Notes14

    SECTION
3.07.                                           Repayment
to the Company                                                                14

    ARTICLE
4

    CONVERSION

    SECTION
4.01.                                           Right
to Convert                                           14

    SECTION
4.02.                                           Conversion
Procedures                                                      16

    SECTION
4.03.                                           Payments
Upon Conversion                                                                18

    SECTION
4.04.                                           Adjustment
of Conversion Rate                                                                20

    SECTION
4.05.                                           Certain
Other Adjustments                                                                29

    SECTION
4.06.                                           Adjustments
Upon Certain Fundamental Changes29

    SECTION
4.07.                                           Effect
of Recapitalization, Reclassification, Consolidation, Merger or
Sale.30

    SECTION
4.08.                                           Taxes
on Shares Issued                                                      32

    SECTION
4.09.                                           Reservation
of Shares; Shares to be Fully Paid; Compliance With Governmental Requirements;
Listing of Common Stock32

    SECTION
4.10.                                           Responsibility
of Trustee                                                      32

    SECTION
4.11.                                           Notice
to Holders Prior to Certain Actions                                                                                     33

    SECTION
4.12.                                           Stockholder
Rights Plan                                                      33

    ARTICLE
5

    REMEDIES

    SECTION
5.01.                                           Events
of Default                                           34

    SECTION
5.02.                                           Additional
Interest                                           35


    
      
        
          
            	 
      	
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          TABLE
OF CONTENTS

          (continued)

           

           

        

      

    


    SECTION
5.03.                                           Company
Compliance Certificates and Notice of Defaults36

    SECTION
5.04.                                           Acceleration                                36

    SECTION
5.05.                                           Waiver
of Defaults                                           36

    SECTION
5.06.                                           Rights
of Holders to Receive Payment                                                                                     37

    ARTICLE
6

    LIMITATIONS
ON MERGERS AND CONSOLIDATIONS

    SECTION
6.01.                                           Limitations
on Mergers and Consolidations                                                                                                37

    ARTICLE
7

    SUPPLEMENTAL
INDENTURES

    SECTION
7.01.                                           Amendments
or Supplements Without Consent of Holders38

    SECTION
7.02.                                           Amendments,
Supplements or Waivers With Consent of Holders38

    ARTICLE
8

    [Intentionally
Omitted]

    ARTICLE
9

    MISCELLANEOUS

    SECTION
9.01.                                           Governing
Law                                           38

    SECTION
9.02.                                           Payments
on Business Days                                                                38

    SECTION
9.03.                                           No
Security Interest Created                                                                38

    SECTION
9.04.                                           Trust
Indenture Act                                           39

    SECTION
9.05.                                           Benefits
of Indenture                                                      39

    SECTION
9.06.                                           Calculations                                39

    SECTION
9.07.                                           Table
of Contents, Headings, Etc                                                                           39

    SECTION
9.08.                                           Execution
in Counterparts                                                      39

    SECTION
9.09.                                           Severability                                39

    SECTION
9.10.                                           Discharge
of Indenture                                                      39

    SECTION
9.11.                                           Recitals                      39

    SECTION
9.12.                                           Ratification
of Indenture                                                      40

    


    EXHIBITS

    Exhibit
A                      Form
of
Note                                A-1

    Exhibit
B                      Form
of Notice of
Conversion                                                                B-1

    Exhibit
C                      Form
of Fundamental Change Purchase
Notice                                                                                                C-1

    Exhibit
D                      Form
of Assignment and
Transfer                                                                           D-1

    



    
      
        
          
            	 
      	
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    SUPPLEMENTAL
INDENTURE, dated as of June 10, 2009, between Exterran Holdings, Inc., a
Delaware corporation (the “Company”), and Wells Fargo
Bank, National Association, as trustee (the “Trustee”), under the Indenture
dated as of June 10, 2009, between the Company and the Trustee (as amended or
supplemented from time to time in accordance with the terms thereof, the “Original
Indenture”).

     

    RECITALS
OF THE COMPANY

     

    WHEREAS,
the Company executed and delivered the Original Indenture to the Trustee to
provide, among other things, for the issuance, from time to time, of the
Company’s unsecured Securities, in an unlimited aggregate principal amount, in
one or more series to be established by the Company under, and authenticated and
delivered as provided in, the Original Indenture;

     

    WHEREAS,
Section 9.01(9) of the Original Indenture provides for the Company and the
Trustee to enter into an indenture supplemental to the Original Indenture to
establish the form and terms of Securities of any series as contemplated by
Section 2.01 of the Original Indenture;

     

    WHEREAS,
the Board of Directors has duly adopted resolutions authorizing the Company to
execute and deliver this Supplemental Indenture;

     

    WHEREAS,
pursuant to the terms of the Original Indenture, the Company desires to
establish a new series of its Securities to be known as its “4.25% Convertible
Senior Notes due 2014” (the “Notes”), the form and
substance of such Notes and the terms, provisions and conditions thereof to be
set forth as provided in the Original Indenture and this Supplemental
Indenture;

     

    WHEREAS,
the Form of Note, the certificate of authentication to be borne by each Note and
the Form of Notice of Conversion, Form of Fundamental Change Purchase Notice and
Form of Assignment and Transfer contemplated under the terms of the Notes are to
be substantially in the forms hereinafter provided; and

     

    WHEREAS,
the Company has requested that the Trustee execute and deliver this Supplemental
Indenture, and all requirements necessary to make (i) this Supplemental
Indenture a valid instrument in accordance with its terms, and (ii) the Notes,
when executed by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company, have been performed, and the execution and
delivery of this Supplemental Indenture have been duly authorized in all
respects.

     

    NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, for and in consideration of
the premises and the purchases of the Notes by the Holders thereof, it is
mutually agreed, for the benefit of the Company and the equal and proportionate
benefit of all Holders of the Notes, as follows:

     

    ARTICLE
1

     

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    SECTION
1.01.                                           Scope of Supplemental
Indenture

     

    .  The
changes, modifications and supplements to the Original Indenture effected by
this Supplemental Indenture shall be

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    applicable
only with respect to, and shall only govern the terms of, the Notes, which may
be issued from time to time, and shall not apply to any other Securities that
may be issued under the Original Indenture.  The provisions of this
Supplemental Indenture shall supersede any corresponding provisions in the
Original Indenture.

     

    SECTION
1.02.                                           Definitions

     

    .  For
all purposes of the Indenture, except as otherwise expressly provided or unless
the context otherwise requires:

     

    (i)           the
terms defined in this Article 1 shall have the meanings assigned to them in this
Article and include the plural as well as the singular;

     

    (ii)           all
words, terms and phrases defined in the Original Indenture (but not otherwise
defined herein) shall have the same meanings as in the Original
Indenture;

     

    (iii)           all
other terms used herein that are defined in the Trust Indenture Act, either
directly or by reference therein, shall have the meanings assigned to them in
the Trust Indenture Act; and

     

    (iv)           all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in accordance with generally accepted accounting principles, and, except
as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted at the date of
this instrument.

     

    “Additional Interest” has the
meaning specified in Section 5.02.

     

    “Additional Notes” has the
meaning specified in Section 2.01.

     

    “Additional Shares” has the
meaning specified in Section 4.06(a).

     

    “Agent Members” has the meaning
specified in Section 2.02(a).

     

    “Bid Solicitation Agent” means
the Company or such other Person (including the Trustee) as may be appointed,
from time to time, by the Company to solicit market bid quotations for the Notes
in accordance with Section 4.01(a)(ii).

     

    “Business Day” means, with
respect to any Note, any day other than a Saturday, a Sunday or a day on which
the Federal Reserve Bank of New York is authorized or required by law or
executive order to close or to be closed.

     

    “Cash Settlement” has the
meaning specified in Section 4.03(a).

     

    “Clause A Distribution” has the
meaning specified in Section 4.04(c).

     

    “Clause B Distribution” has the
meaning specified in Section 4.04(c).

     

    “Clause C Distribution” has the
meaning specified in Section 4.04(c).

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Combination Settlement” has
the meaning specified in Section 4.03(a).

     

    “Common Stock” means the shares
of common stock, par value $0.01 per share, of the Company as such shares of
common stock exist on the date of this Supplemental Indenture, subject to
Section 4.07.

     

    “Conversion Agent” means the
Trustee or such other office or agency designated by the Company where Notes may
be presented for conversion.  The Conversion Agent shall initially be
the Trustee.

     

    “Conversion Date” has the
meaning specified in Section 4.02(b).

     

    “Conversion Notice” has the
meaning specified in Section 4.02(b).

     

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

     

    “Conversion Rate” means,
initially, 43.1951 shares of Common Stock per $1,000 principal amount of Notes,
subject to adjustment as set forth herein.

     

    “Credit Agreement” means the
Senior Secured Credit Agreement dated as of August 20, 2007 among the Company,
Exterran Canada, Limited Partnership, Wachovia Bank, National Association,
Wachovia Capital Finance Corporation (Canada), JPMorgan Chase Bank, N.A., Bank
of America, N.A., Calyon New York Branch, Fortis Capital Corp, and various other
lenders signatory thereto, as amended from time to time.

     

    “Custodian” means the Trustee,
as custodian with respect to the Notes (so long as the Notes constitute Global
Notes), or any successor entity.

     

    “Daily Cash Amount” has the
meaning specified in Section 4.03(d).

     

    “Daily Conversion Value” means,
for each of the 40 consecutive Trading Days during the Observation Period, 2.5%
of the product of (i) the applicable Conversion Rate on such Trading Day and
(ii) the Daily VWAP of the Common Stock on such Trading Day.

     

    “Daily Settlement Amount” has
the meaning specified in Section 4.03(d).

     

    “Daily VWAP” means, for each of
the 40 consecutive Trading Days during the Observation Period, the per share
volume-weighted average price as displayed under the heading “Bloomberg VWAP” on
Bloomberg page “EXH.N <equity> AQR” (or its equivalent successor if such
page is not available) 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, the
market value of one share of Common Stock on such Trading Day determined, using
a volume-weighted average method, by a nationally recognized independent
investment banking firm retained for such purpose by the
Company).  The Daily VWAP will be determined without regard to
after-hours trading or any other trading outside of the regular trading session
trading hours.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Depositary” or “Depository” has the meaning
set forth in the Original Indenture, which shall initially be The Depository
Trust Company until a successor Depositary shall have become such pursuant to
the applicable provisions of the Indenture, and thereafter “Depositary” shall
mean such successor Depositary.

     

    “Effective Date” has the
meaning specified in Section 4.06(c).

     

    “Event of Default” has the
meaning specified in Section 5.01.

     

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

     

    “Ex-Dividend Date” means, in
respect of any dividend or distribution, the first date upon which the shares of
Common Stock trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such dividend or
distribution.

     

    “Fundamental Change” will be
deemed to have occurred at the time after the Notes are originally issued if any
of the following occurs:

     

    (1)           a
“person” or “group” within the meaning of Section 13(d) of the Exchange Act,
other than the Company, its Subsidiaries, and its and their employee benefit
plans, 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 more
than 50% of the voting power of the Company’s outstanding common equity entitled
to vote generally in the election of directors;

     

    (2)           consummation
of any share exchange, consolidation or merger of the Company or any other
transaction or series of transactions pursuant to which the Common Stock will be
converted into cash, securities or other property or 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 Subsidiaries; provided,
however, that a transaction where the holders of all classes of the Company’s
common equity immediately prior to such transaction that is a statutory share
exchange, consolidation or merger 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 event shall not be a
Fundamental Change;

     

    (3)           the
Company’s stockholders approve any plan or proposal for the liquidation or
dissolution of the Company; or

     

    (4)           the
Common Stock (or other common stock into which the Notes are then convertible)
ceases to be listed or quoted on a The New York Stock Exchange or NASDAQ Global
Market (or any of their successors).

     

    Notwithstanding
the foregoing, a Fundamental Change as a result of clause (2) above will not be
deemed to have occurred if at least 90% of the consideration received or to be
received by the holders of the Common Stock, excluding cash payments for
fractional shares, in connection with the transaction or transactions
constituting the Fundamental Change consists of Publicly Traded Securities and
as a result of such transaction or transactions the Notes become

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    convertible
into such Publicly Traded Securities, excluding cash payments for fractional
shares, subject to the provisions set forth under Section 4.03 of this
Supplemental Indenture.

     

    “Fundamental Change Company
Notice” has the meaning specified in Section 3.01(b).

     

    “Fundamental Change Purchase
Date” has the meaning specified in Section 3.01(a).

     

    “Fundamental Change Purchase
Notice” has the meaning specified in Section 3.01(a)(i).

     

    “Fundamental Change Purchase
Price” has the meaning specified in Section 3.01(a).

     

    “Global Note” means any Note
that is a Registered Security in global form.

     

    “Indenture” means the Original
Indenture, as originally executed and as supplemented from time to time by one
or more indentures supplemental hereto, including this Supplemental Indenture,
entered into pursuant to the applicable provisions of the Indenture, including,
for all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
the Original Indenture, this Supplemental Indenture and any other such
supplemental indenture, respectively.

     

    “Initial Notes” has the meaning
specified in Section 2.01.

     

    “Interest Payment Date” means,
with respect to the payment of interest on the Notes, each June 15 and December
15 of each year, beginning on December 15, 2009.

     

    “Last Reported Sale Price” of
the Common Stock on any date means the closing sale price per share of Common
Stock (or if no closing sale price is reported, the average of the bid and ask
prices or, if more than one in either case, the average of the average bid and
the average ask prices) on that date as reported in composite transactions for
the principal U.S. securities exchange on which the Common Stock is
traded.  If the Common Stock is not listed for trading on a U.S.
national or regional securities exchange on the relevant date, the “Last Reported Sale Price”
shall be the last quoted bid price for the Common Stock in the over-the-counter
market on the relevant date as reported by Pink OTC Markets Inc. or a similar
organization.  If the Common Stock is not so quoted, the “Last Reported 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.

     

    “Make-Whole Fundamental Change”
means any transaction or event that constitutes a Fundamental Change (determined
after giving effect to any exceptions or exclusions to such definition, but
without regard to the proviso in clause (2) of the
definition thereof).

     

    “Market Disruption Event” means
(i) a failure by the principal United States national or regional securities
exchange or market on which the Common Stock is listed or admitted to trading to
open for trading during its regular trading session or (ii) the occurrence or
existence  prior to 1:00 p.m., New York City time, on any Scheduled
Trading Day for more than a one half-hour period in the aggregate during regular
trading hours of any suspension or limitation

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    imposed
on trading (by reason of movements in price exceeding limits permitted by the
relevant stock exchange or otherwise) in the Common Stock or in any options,
contracts or future contracts relating to the Common Stock.

     

    “Measurement Period” has the
meaning specified in Section 4.01(a)(ii).

     

    “Merger Event” has the meaning
specified in Section 4.07(a).

     

    “Note” or “Notes” has the meaning
specified in the fourth paragraph of the recitals of this Supplemental
Indenture, and shall include any Additional Notes issued pursuant to Section
2.01 hereof.

     

    “Observation Period” with
respect to any Note means (i) if the relevant Conversion Date occurs prior to
March 15, 2014, and a Cash Settlement or a Combination Settlement applies, the
40 consecutive Trading Day period beginning on and including the second
Scheduled Trading Day after such Conversion Date, and (ii) if the relevant
Conversion Date occurs on or after March 15, 2014, and regardless of the
Settlement Method, the 40 consecutive Trading Days beginning on and including
the 42nd Scheduled Trading Day immediately preceding June 15, 2014.

     

    “opening of business” means
9:00 a.m. (New York City time).

     

    “Original Indenture” has the
meaning specified in the first paragraph of this Supplemental
Indenture.

     

    “Paying Agent” has the meaning
set forth in the Original Indenture, which shall initially be the Trustee, and
shall be the Person authorized by the Company to pay the principal amount of,
interest on, or Fundamental Change Purchase Price of, any Notes on behalf of the
Company.

     

    “Physical Notes” means
certificated Notes that are not in global form and are Registered Securities
issued in denominations of $1,000 principal amount and multiples
thereof.

     

    “Physical Settlement” has the
meaning specified in Section 4.03(a).

     

    “Place of Payment” means, for
purposes of the Notes, New York, New York.

     

    “Publicly Traded Securities”
means shares of common stock traded on the New York Stock Exchange, the NASDAQ
Global Market or the NASDAQ Global Select Market (or any or their respective
successors) or which will be so traded or quoted when issued or exchanged in
connection with a Fundamental Change.

     

    “Regular Record Date” means,
with respect to the payment of interest on the Notes, the June 1 (whether or not
a Business Day) immediately preceding an Interest Payment Date on June 15 and
the December 1 (whether or not a Business Day) immediately preceding an Interest
Payment Date on December 15.

     

    “Reference Property” has the
meaning specified in Section 4.07(a).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Scheduled Trading Day” means a
day that is scheduled to be a Trading Day on the principal United States
national or regional securities exchange or market on which the Common Stock is
listed or admitted for trading.  If the Common Stock is not so listed
or admitted for trading, “Scheduled Trading Day” means a
Business Day.

     

    “Settlement Amount” has the
meaning specified in Section 4.03(a).

     

    “Settlement Method” means any
of Cash Settlement, Physical Settlement or Combination Settlement.

     

    “Significant Subsidiary” of any
Person means any “significant subsidiary” of such Person within the meaning of
Rule 1-02 of Regulation S-X promulgated by the SEC.

     

    “Spin-Off” has the meaning
specified in Section 4.04(c).

     

    “Stated Maturity” means, with
respect to any Note and the payment of the principal amount thereof, June 15,
2014.

     

    “Stock Price” has the meaning
specified in Section 4.06(b).

     

    “Trading Day” means, except as
otherwise provided in Section 4.03(g), a day on which (i) trading in the Common
Stock generally occurs on the New York Stock Exchange or, if the Common Stock is
not then listed on the New York Stock Exchange, on the principal other United
States national or regional securities exchange on which the Common Stock is
then listed or, if the Common Stock is not then listed on a United States
national or regional securities exchange, in the principal other market on which
the Common Stock is then traded, and (ii) a Last Reported Sale Price for the
Common Stock is available on such securities exchange or market.  If
the Common Stock (or other security for which a closing sale price must be
determined) is not so listed or traded, “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 obtained by the Bid Solicitation Agent for $5,000,000 principal
amount of the Notes at approximately 3:30 p.m., New York City time, on such
determination date from three independent nationally recognized securities
dealers selected by the Company; provided that, if three bids
cannot reasonably be obtained by the Bid Solicitation Agent but only two such
bids are obtained, then the average of the two bids shall be used, and if only
one such bid can reasonably be obtained by the Bid Solicitation Agent, that one
bid shall be used.  If the Bid Solicitation Agent cannot reasonably
obtain at least one bid for $5,000,000 principal amount of the Notes from a
nationally recognized securities dealer, then the Trading Price per $1,000
principal amount of Notes will be deemed to be less than 98% of the product of
the Last Reported Sale Price of the Common Stock and the applicable Conversion
Rate.

     

    “Trading Price Condition” has
the meaning specified in Section 4.01(a)(ii).

     

    “Trigger Event” has the meaning
specified in Section 4.04(c).

     

    “Underwriters” means the
underwriters set forth in Schedule 1 to the Underwriting Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Underwriting Agreement” means
the underwriting agreement dated as of June 4, 2009 between the Company and the
Underwriters.

     

    “U.S.” means the United States
of America.

     

    “Valuation Period” has the
meaning specified in Section 4.04(c).

     

    ARTICLE
2

     

    THE
SECURITIES

     

    SECTION
2.01.                                           Title and Terms;
Payments

     

    .  There
is hereby established a series of Securities designated the “4.25% Convertible
Senior Notes due 2014” initially limited in aggregate principal amount to
$325,000,000 (or $373,750,000, if the Underwriters exercise their over-allotment
option in full pursuant to Section 2(a) of the Underwriting Agreement (the
“Initial Notes”)), which
amount shall be as set forth in one or more Company Orders for the
authentication and delivery of Notes pursuant to Section 2.04 of the Original
Indenture.

     

    The
principal amount of Notes then outstanding shall be payable at Stated
Maturity.

     

    The
Company may, without the consent of the Holders of the Notes, hereafter issue
additional notes (“Additional
Notes”) under the Indenture with the same terms (other than payment by
the purchaser of interest accrued from the date hereof or the most recent
Interest Payment Date, as applicable, to but excluding the issue date of such
Additional Notes) and with the same CUSIP numbers as the Initial Notes in an
unlimited aggregate principal amount; provided that such Additional
Notes must be part of the same issue as the Initial Notes for federal income tax
purposes.  Any such Additional Notes shall constitute a single series
together with the Initial Notes for all purposes hereunder, including, without
limitation, for purposes of any waivers, supplements or amendments to the
Indenture requiring the approval of Holders of the Notes and any offers to
purchase the Notes.

     

    The Form
of Note, the Form of Notice of Conversion, the Form of Fundamental Change
Purchase Notice and the Form of Assignment and Transfer shall be substantially
as set forth in Exhibits A, B, C and D, respectively, hereto, which are
incorporated into and shall be deemed a part of this Supplemental Indenture, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by the Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined to be
necessary or appropriate by the officers of the Company executing such Notes, as
evidenced by their execution of the Notes.

     

    The
Company shall pay the principal of and interest on any Global Note in
immediately available funds to the Depositary or its nominee, as the case may
be, as the registered Holder of such Global Note.  The Company shall
pay the principal of any Physical 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 Security Registrar in respect of the Notes
and its agency in New York, New York as a place where Notes may be presented for
payment or for registration of transfer.  The Company may, however,
change the Paying Agent or Security Registrar for the Notes without prior notice
to the Holders thereof, and the Company may act as Paying Agent or

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Security
Registrar for the Notes.  Interest on any Physical Notes will be
payable (i) to Holders of Physical Notes having an aggregate principal amount of
Notes of $5,000,000 or less, by check mailed to the Holders of such Notes at
their address in the Security Register and (ii) to Holders having an aggregate
principal amount of Physical Notes in excess of $5,000,000, either by check
mailed to each Holder at its address in the Security Register or, upon
application by a Holder to the Registrar not later than the relevant Regular
Record Date, by wire transfer in immediately available funds to that Holder’s
account within the United States, which application shall remain in effect until
that Holder notifies, in writing, the Registrar to the contrary.

     

    SECTION
2.02.                                           Book-Entry Provisions for Global
Notes

     

    .  i)
The Notes initially shall be issued in the form of one or more Global Notes
without interest coupons (i) registered in the name of Cede & Co., as
nominee of the Depositary, and (ii) delivered to the Trustee as custodian for
the Depositary.

     

    Members
of, or participants in, the Depositary (“Agent Members”) shall have no
rights under this Supplemental Indenture or the Original Indenture with respect
to any Global Note held on their behalf by the Depositary, or the Trustee as its
custodian, or under the Global Note, and Cede & Co., or such other Person
designated by the Depositary as its nominee, may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of the
Global Note for all purposes whatsoever.  Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or impair, as between
the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of any Holder.

     

    (b)           Transfers
of Global Notes shall be limited to transfers in whole, but not in part, to the
Depositary, its successors or their respective
nominees.  Notwithstanding anything to the contrary in Section 2.17 of
the Original Indenture, interests of beneficial owners in a Global Note may be
transferred or exchanged, in whole or in part, for Physical Notes,
only:  (i) pursuant to the third paragraph of Section 2.17 of the
Original Indenture regarding the Depositary being unwilling, unable or
ineligible to continue in its capacity as Depositary for the Notes, including as
a result of ceasing to be registered as a clearing agency under the Exchange
Act, and a successor Depositary is not appointed within 60 days or (ii) if an
Event of Default with respect to the Notes has occurred and is continuing, in
each case in accordance with the rules and procedures of the
Depositary.  Other than as set forth in this Section 2.02(b), the
Notes shall remain in global form as Global Notes.

     

    (c)           In
connection with any transfer or exchange of a portion of the beneficial interest
in the Global Note to beneficial owners pursuant to Section 2.17 of the Original
Indenture, the Security Registrar shall (if one or more Physical Notes are to be
issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the Company
shall execute, and the Trustee shall authenticate and deliver, one or more
Physical Notes of like tenor and amount in accordance with Section 2.17 of the
Original Indenture.

     

    (d)           In
connection with the transfer of the entire Global Note to beneficial owners
pursuant to Section 2.17 of the Original Indenture, the Global Note shall be
deemed to be

     

    (e)           surrendered
to the Trustee for cancellation, and the Company shall execute, and the Trustee
shall authenticate and deliver, to each beneficial owner identified by the
Depositary in exchange for its beneficial interest in the Global Note, an equal
aggregate principal amount of Physical Notes of authorized
denominations.

     

    (f)           The
Holder of Global Notes may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent
Members, to take any action that a Holder is entitled to take under this
Supplemental Indenture, Original Indenture or the Notes.

     

    SECTION
2.03.                                           CUSIP Numbers

     

    .  In
issuing the Notes, the Company may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
as a convenience to Holders of the Notes; provided that any such notice
may state that no representation is made as to the correctness of such numbers
as printed on the Notes and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not
be affected by any defect in or omission of such numbers.  The Company
will promptly notify the Trustee of any change in the “CUSIP” numbers of the
Notes.

     

    SECTION
2.04.                                           Reporting
Requirement

     

    .  The
Company shall deliver to the Trustee within 15 days after the same is required
to be filed with the Commission, copies of the quarterly and annual reports and
of the information, documents and other reports, if any, 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), and the Company shall otherwise comply with the requirements
of Trust Indenture Act Section 314(a).  Any quarterly or annual report
or other information, document or other report that the Company files with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act on the
Commission’s EDGAR system or any successor electronic filing system shall be
deemed to constitute delivery of such filing to the Trustee.  The
Trustee does not have the duty to review such information, documents or reports,
is not considered to have notice of the content of such information, documents
or reports and does not have a duty to verify the accuracy of such information,
documents or reports.

     

    ARTICLE
3

     

    FUNDAMENTAL
CHANGES AND PURCHASES THEREUPON

     

    SECTION
3.01.                                           Purchase at Option of Holders Upon a
Fundamental Change

     

    .

     

    ii)           Generally.  If a
Fundamental Change occurs at any time prior to June 15, 2014, then each Holder
of Notes shall have the right, at such Holder’s option, to require the Company
to purchase for cash any or all of such Holder’s Notes, or any portion of the
principal amount thereof, that is equal to $1,000 or a multiple of $1,000, on a
date specified by the Company that is no earlier than the 20th calendar day
following the date of, and no later than the 35th calendar day following the
date of, delivery of the Fundamental Change Company Notice (as defined below)
(the “Fundamental Change
Purchase Date”), at a purchase price equal to 100% of the principal
amount thereof, together with accrued and unpaid interest thereon to, but
excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase
Price”); provided,

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    however,
that if a Fundamental Change Purchase Date is after a Regular Record Date and on
or prior to the Interest Payment Date to which such Regular Record Date relates,
the interest payable in respect of such Interest Payment Date shall be payable
to the Holders of record as of the corresponding Regular Record Date and the
Fundamental Change Purchase Price shall be equal to 100% of the principal amount
of the Notes to be purchased pursuant to this Article 3.  The
requirement for the Company to purchase any Notes on the Fundamental Change
Purchase Date will be subject to extension to comply with applicable
law.

     

    Purchases
of Notes under this Section 3.01 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 Purchase
Notice”) in the form set forth on the reverse of the Note as Exhibit C
thereto, if the Notes are Physical Notes, or in compliance with the Depositary’s
procedures for tendering interests in Global Notes, if the Notes are not
Physical Notes, in each case prior to the close of business on the Business Day
immediately preceding the Fundamental Change Purchase Date; and

     

    (ii)           delivery
of the Notes, in the case of Physical Notes, to the Paying Agent appointed by
the Company (together with all necessary endorsements for transfer), or
book-entry transfer of the Notes, in compliance with the procedures of the
Depositary, such delivery or transfer being a condition to receipt by the Holder
of the Fundamental Change Purchase Price therefor.

     

    The
Fundamental Change Purchase Notice in respect of any Notes to be purchased shall
state:

     

    (i)           if
such Notes are Physical Notes, the certificate numbers of such
Notes;

     

    (ii)           the
portion of the principal amount of such Notes, which must be $1,000 or a
multiple thereof; and

     

    (iii)           that
such Notes are to be purchased by the Company pursuant to the applicable
provisions of the Notes and this Supplemental Indenture;

     

    provided, however, that if such Notes
are in global form, the Fundamental Change Purchase Notice must also comply with
appropriate procedures of the Depositary.

     

    Notwithstanding
anything herein to the contrary, any Holder delivering to the Paying Agent the
Fundamental Change Purchase Notice contemplated by this Section 3.01 shall have
the right to withdraw, in whole or in part, such Fundamental Change Purchase
Notice at any time prior to the close of business on the Business Day
immediately preceding the Fundamental Change Purchase Date by delivery of a
written notice of withdrawal to the Paying Agent in accordance with Section 3.03
below.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Fundamental Change Company
Notice.  On or before the 15th calendar day after the
occurrence of a Fundamental Change, the Company shall provide to all Holders of
the Notes, the Trustee and the Paying Agent (in the case of any Paying Agent
other than the Trustee) a notice (the “Fundamental Change Company
Notice”) of the occurrence of such Fundamental Change and of the purchase
right at the option of the Holders arising as a result thereof.  Such
notice shall be sent by first class mail or, in the case of any Global Notes, in
accordance with the procedures of the Depositary for providing
notices.  Simultaneously with providing such Fundamental Change
Company Notice, the Company shall publish a notice containing the information
included therein in a newspaper of general circulation in New York, New York or
shall publish such information on the Company’s website or through such other
public medium as the Company may use at such time.

     

    Each
Fundamental Change Company Notice shall specify:

     

    (iv)           the
events causing a Fundamental Change;

     

    (v)           the
date of the Fundamental Change;

     

    (vi)           the
last date on which a Holder of Notes may exercise the repurchase right pursuant
to this Article 3;

     

    (vii)           the
Fundamental Change Purchase Price;

     

    (viii)                 the
Fundamental Change Purchase Date;

     

    (ix)           the
name and address of the Paying Agent and the Conversion Agent, if
applicable;

     

    (x)           if
applicable, the applicable Conversion Rate and any adjustments to the applicable
Conversion Rate;

     

    (xi)           if
applicable, that the Notes with respect to which a Fundamental Change Purchase
Notice has been delivered by a Holder may be converted only if the Holder
withdraws the Fundamental Change Purchase Notice in accordance with the
Indenture; and

     

    (xii)           the
procedures that Holders must follow to require the Company to purchase their
Notes.

     

    No
failure of the Company to give the foregoing notices and no defect therein shall
limit the purchase rights of the Holders of Notes or affect the validity of the
proceedings for the purchase of the Notes pursuant to this Section
3.01.

     

    (b)           No Payment During Events of
Default.  There shall be
no purchase of any Notes pursuant to this Section 3.01 if there has occurred and
is continuing an Event of Default with respect to the Notes (other than an Event
of Default that is cured by the payment of the Fundamental Change Purchase Price
of the Notes).  The Paying Agent will promptly return to the
respective Holders thereof any Physical Notes held by it during the continuance
of an Event

     

    (c)           of
Default (other than an Event of Default that is cured by the payment of the
Fundamental Change Purchase Price with respect to the Notes) and shall deem
canceled any instructions for book-entry transfer of the Notes in compliance
with the procedures of the Depositary, in which case, upon such return and
cancelation, the Fundamental Change Purchase Notice with respect thereto shall
be deemed to have been withdrawn.

     

    SECTION
3.02.                                           Effect of Fundamental Change
Purchase Notice

     

    .  Upon
receipt by the Paying Agent of the Fundamental Change Purchase Notice specified
in Section 3.01 hereof, the Holder of the Note in respect of which such
Fundamental Change Purchase Notice was given shall (unless such Fundamental
Change Purchase Notice is withdrawn in accordance with Section 3.03 hereof)
thereafter be entitled to receive solely the Fundamental Change Purchase Price
in cash with respect to such Note.  Such Fundamental Change Purchase
Price shall be paid to such Holder, subject to receipt of funds by the Paying
Agent, on the later of (x) the Fundamental Change Purchase Date with respect to
such Note (provided the
conditions in Section 3.01 hereof have been satisfied) and (y) the time of
delivery or book-entry transfer of such Note to the Paying Agent by the Holder
thereof in the manner required by Section 3.01 hereof.

     

    SECTION
3.03.                                           Withdrawal of Fundamental Change
Purchase Notice

     

    .  A
Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by
means of a written notice of withdrawal delivered to the Paying Agent in
accordance with the Fundamental Change Company Notice at any time prior to the
close of business on the Business Day immediately preceding the Fundamental
Change Purchase Date, 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 numbers of the withdrawn Notes;
and

     

    (iii)           the
principal amount, if any, of such Notes that remains subject to the original
Fundamental Change Purchase Notice, which portion must be in principal amounts
of $1,000 or a multiple of $1,000;

     

    provided, however, that if Physical
Notes have not been issued, the notice must comply with appropriate procedures
of the Depositary.

     

    The
Paying Agent will promptly return to the respective Holders thereof any Physical
Notes with respect to which a Fundamental Change Purchase Notice has been
withdrawn in compliance with the provisions of this Section 3.03.

     

    SECTION
3.04.                                           Deposit of Fundamental Change
Purchase Price

     

    .  Prior
to 11:00 a.m. (local time in The City of New York) on the Fundamental Change
Purchase Date, the Company shall deposit with the Paying Agent (or, if the
Company or a Subsidiary or an Affiliate of either of them is acting as the
Paying Agent, shall segregate and hold in trust as provided herein) an amount of
money (in immediately available funds if deposited on such Business Day)
sufficient to pay the Fundamental Change Purchase Price of all the Notes or
portions thereof that are to be purchased as of the Fundamental Change Purchase
Date.  If the Paying Agent holds cash

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    sufficient
to pay the Fundamental Change Purchase Price of the Notes for which a
Fundamental Change Purchase Notice has been tendered and not withdrawn in
accordance with this Supplemental Indenture on the Fundamental Change Purchase
Date, then as of such Fundamental Change Purchase Date, (a) such Notes will
cease to be outstanding and interest will cease to accrue thereon (whether or
not book-entry transfer of such Notes is made or such Notes have been delivered
to the Paying Agent) and (b) all other rights of the Holders in respect thereof
will terminate (other than the right to receive the Fundamental Change Purchase
Price and previously accrued and unpaid interest upon delivery or book-entry
transfer of such Notes).

     

    SECTION
3.05.                                           Notes Purchased in Whole or in
Part

     

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

     

    SECTION
3.06.                                           Covenant to Comply With Applicable
Laws Upon Purchase of Notes

     

    .  In
connection with any offer to purchase Notes under Section 3.01 hereof, the
Company shall, in each case if required, (i) comply with Rule 13e-4, Rule 14e-1
and any other tender offer rules under the Exchange Act that may then be
applicable, (ii) file a Schedule TO or any other required schedule under the
Exchange Act and (iii) otherwise comply with all federal and state securities
laws so as to permit the rights and obligations under Section 3.01 to be
exercised in the time and in the manner specified in Section 3.01, and shall not
be deemed to have breached its obligations under the Indenture by virtue of its
compliance with such securities laws or regulations.

     

    SECTION
3.07.                                           Repayment to the
Company

     

    .  To
the extent that the aggregate amount of cash deposited by the Company pursuant
to Section 3.04 exceeds the aggregate Fundamental Change Purchase Price of the
Notes or portions thereof that the Company is obligated to purchase as of the
Fundamental Change Purchase Date, then, following the Fundamental Change
Purchase Date, the Paying Agent shall promptly return any such excess to the
Company.

     

    ARTICLE
4

     

    CONVERSION

     

    SECTION
4.01.                                           Right to Convert

     

    .  (a)
Subject to and upon compliance with the provisions of this Supplemental
Indenture, each Holder of Notes shall have the right, at such Holder’s option,
to convert the principal amount of any such Notes, or any portion of such
principal amount equal to $1,000 or a multiple of $1,000 thereof, at the
Conversion Rate in effect on the Conversion Date for such Notes, (x) prior to
the close of business on the Business Day immediately preceding March 15, 2014,
only upon satisfaction of one or more of the conditions described in clauses (i)
through (iv) below and (y) on or after March 15, 2014, at any time prior to the
close of business on the second Scheduled Trading Day immediately preceding June
15, 2014 irrespective of the conditions described in clauses (i) through (iv)
below:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Prior to
the close of business on the Business Day immediately preceding March 15, 2014,
a Holder of Notes may surrender all or a portion of its Notes for conversion
during any fiscal quarter (and only during such fiscal quarter) commencing after
September 30, 2009 if the Last Reported Sale Price of the Common Stock for at
least 20 Trading Days (whether or not consecutive) during the period of 30
consecutive Trading Days ending on the last Trading Day of the immediately
preceding fiscal quarter is greater than or equal to 130% of the applicable
Conversion Price in effect on each applicable Trading Day.  The
Company shall notify the Trustee and the Conversion Agent if the Notes become
convertible in accordance with this Section 4.01(a)(i).

     

    (i)           Prior
to the close of business on the Business Day immediately preceding March 15,
2014, a Holder of Notes may surrender its Notes for conversion during the five
Business Day period after any five 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 the procedures set forth in
this Section 4.01(a)(ii), for each Trading Day of such period was less than 98%
of the product of the Last Reported Sale Price of the Common Stock and the
Conversion Rate on such Conversion Date (the “Trading Price
Condition”).  The Bid Solicitation Agent shall have no
obligation to determine the Trading Price of the Notes in accordance with this
Section 4.01(a)(ii) unless requested by the Company, and the Company shall have
no obligation to make such request unless a Holder of Notes provides the Company
with reasonable evidence that the Trading Price per $1,000 principal amount of
Notes would be less than 98% of the product of the Last Reported Sale Price of
the Common Stock and the applicable Conversion Rate.  The Company
shall instruct the Bid Solicitation Agent to determine (or, if the Company is
then acting as Bid Solicitation Agent, the Company shall determine) the Trading
Price of the Notes beginning on the next Trading Day promptly following the
receipt of such evidence and on each successive Trading Day until such Trading
Day on which the Trading Price per $1,000 principal amount of Notes is greater
than or equal to 98% of the product of the Last Reported Sale Price of the
Common Stock and the applicable Conversion Rate.  If the Company does
not so instruct the Bid Solicitation Agent to obtain (or, if the Company is then
acting as Bid Solicitation Agent, the Company does not obtain) bids when
required, the Trading Price per $1,000 principal amount of the Notes shall be
deemed to be less than 98% of the product of the Last Reported Sale Price of the
Common Stock and the applicable Conversion Rate on each day the Company fails to
do so.  If the Trading Price Condition has been met, the Company shall
so notify Holders, the Trustee and the Conversion Agent.  If, at any
time after the Trading Price Condition 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 Last Reported Sale Price of the Common Stock and the Conversion Rate for
such date, the Company shall so notify Holders, the Trustee and the Conversion
Agent.

     

    (ii)           If
the Company elects to:

     

    (A)           issue
to all or substantially all holders of Common Stock rights or warrants entitling
them to purchase, for a period expiring within 45 days after the announcement
date of such issuance, shares of Common Stock at less than the average of the
Last Reported Sale Prices of a share of Common Stock for the 10

     

    (B)           consecutive
Trading Day period ending on the Trading Day immediately preceding the date of
announcement of such issuance; or

     

    (C)           distribute
to all or substantially all holders of Common Stock 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
Last Reported Sale Price of the Common Stock on the Trading Day preceding the
date of announcement for such distribution,

     

    then, in
each case, the Company shall notify the Holders of the Notes at least 45
Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or
distribution.  Once the Company has given such notice, Holders may
surrender Notes for conversion at any time until the earlier of the close of
business on the Business Day immediately prior to such Ex-Dividend Date or the
Company’s announcement that such issuance or distribution will not take place,
even if the Notes are not otherwise convertible at such time.

     

    (iii)           If
a transaction or event that constitutes a Fundamental Change or a Make-Whole
Fundamental Change occurs, regardless of whether a Holder has the right to
require the Company to purchase the Notes pursuant to Article 3 hereof, or if
the Company is a party to a consolidation, merger, binding share exchange, or
sale, transfer or lease of all or substantially all of the Company’s assets, in
each case, pursuant to which the Common Stock would be converted into cash,
securities or other assets, Holders may surrender Notes for conversion at any
time from or after the date which is 45 Scheduled Trading Days prior to the
anticipated effective date of such transaction until 35 Trading Days after the
actual effective date of such transaction (or, if such transaction also
constitutes a Fundamental Change, until the related Fundamental Change Purchase
Date).  The Company shall notify Holders and the Trustee as promptly
as practicable following the date the Company publicly announces such
transaction, but in no event less than 45 Scheduled Trading Days prior to the
anticipated effective date of such transaction.

     

    Failure
by the Company to give any notice required by Section 4.01, or any defect
therein, shall not affect the legality or validity of the relevant transaction
or event.

     

    (b)           Notes
may not be converted after the close of business on the second Scheduled Trading
Day immediately preceding June 15, 2014.

     

    SECTION
4.02.                                           Conversion
Procedures

     

    .  iii)  Each
Note shall be convertible at the office of the Conversion Agent and, if
applicable, in accordance with the procedures of the
Depositary.  

     

    (b)           In
order to exercise the conversion privilege with respect to any interest in a
Global Note, the Holder must comply with the Depositary’s procedures for
converting an interest in a Global Note and, if required, pay the funds required
by Section 4.03(e) and pay any taxes or duties if required pursuant to Section
4.08, and the Conversion Agent must be informed of the conversion in accordance
with the customary practice of the Depositary.  In order to exercise
the

     

    (c)           conversion
privilege with respect to any Physical Notes, the Holder of any such Notes to be
converted, in whole or in part, shall:

     

    (i)           complete
and manually sign the conversion notice provided on the back of the Note (the
“Conversion Notice”) or
a facsimile of the Conversion Notice;

     

    (ii)           deliver
the Conversion Notice, which is irrevocable, and the Note to the Conversion
Agent;

     

    (iii)           if
required, furnish appropriate endorsements and transfer documents,

     

    (iv)           make
any payment required under Section 4.03(e); and

     

    (v)           if
required, pay all transfer or similar taxes as set forth in Section
4.08.

     

    The date
on which the Holder satisfies all of the applicable requirements set forth above
is the “Conversion
Date.” The Conversion Agent will, as promptly as possible, and in any
event within two Business Days of the receipt thereof, provide the Company with
notice of any conversion by a Holder of the Notes.

     

    (d)           Each
Conversion Notice shall state the name or names (with address or addresses) in
which any certificate or certificates for shares of Common Stock which shall be
issuable on such conversion shall be issued.  All such Notes
surrendered for conversion shall, unless the shares issuable on conversion are
to be issued in the same name as the registration of such Notes, be duly
endorsed by, or be accompanied by instruments of transfer in form satisfactory
to the Company duly executed by, the Holder or his duly authorized
attorney.

     

    (e)           In
case any Notes of a denomination greater than $1,000 shall be surrendered for
partial conversion, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder of the Notes so surrendered, without charge, new Notes
in authorized denominations in an aggregate principal amount equal to the
unconverted portion of the surrendered Notes.

     

    (f)           Each
conversion shall be deemed to have been effected as to any Notes (or portion
thereof) surrendered for conversion on the relevant Conversion Date, and with
respect to any shares of Common Stock that are issuable upon such conversion:
(i) if such conversion was subject to a Physical Settlement, the Person in whose
name the certificate or certificates for such shares of Common Stock will be
registered, shall become the holder of record of such shares as of the close of
business on the Conversion Date; and (ii) if such conversion was subject to a
Combination Settlement, the Person in whose name the certificate or certificates
for such shares of Common Stock will be registered, shall become the holder of
record of such shares as of the close of business on the last Trading Day of the
related Observation Period.

     

    (g)           Upon
the conversion of an interest in Global Notes, the Trustee (or other Conversion
Agent appointed by the Company) shall make a notation on such Global Notes as to
the reduction in the principal amount represented thereby.  The
Company shall notify the Trustee in writing of any conversions of Notes effected
through any Conversion Agent other than the Trustee.

     

    (h)           Notwithstanding
the foregoing, a Note in respect of which a Holder has delivered a Fundamental
Change Purchase Notice exercising such Holder’s option to require the Company to
purchase such Note may be converted only if such notice of exercise is withdrawn
in accordance with Article 3 hereof prior to the close of business on the
Business Day prior to the relevant Fundamental Change Purchase
Date.

     

    SECTION
4.03.                                           Payments Upon
Conversion

     

    .  iv)
Except as provided in Section 4.06(b), upon any conversion of any Note, the
Company shall deliver to converting Holders, in respect of each $1,000 principal
amount of Notes being converted, at the Company’s election, in full satisfaction
of the Company’s conversion obligation, (1) shares of Common Stock, together
with cash in lieu of fractional shares, if any (a “Physical Settlement”), (2) a
cash payment without any delivery of shares of Common Stock (a “Cash Settlement”) or (3) a
combination of cash and shares of Common Stock, together with cash in lieu of
fractional shares, if any (a “Combination Settlement”), in
each case, as set forth below.

     

    For
conversions:

     

    (i)           that
occur prior to March 15, 2014, by the close of business on the Business Day
following the Conversion Date, the Company shall notify converting Holders of
the relevant Settlement Method and, if the Company elects a Combination
Settlement, the dollar amount of the conversion obligation (the “Cash Amount”) that will be
settled in cash;

     

    (ii)           that
occur on or after March 15, 2014, the Company shall notify all Holders of the
relevant Settlement Method and, if applicable, the related Cash Amount, by
notice on or prior to March 15, 2014 (which shall apply to all conversions on or
following March 15, 2014).

     

    If the
Company does not specify a Settlement Method as set forth above, then Physical
Settlement shall apply.  Any such notice of a Settlement Method may
not be revoked.

     

    (b)           If
the Company has elected or is deemed to have elected a Physical Settlement with
respect to any Notes tendered for conversion, the Company shall deliver, for
each $1,000 principal amount of Notes, a number of shares of Common Stock equal
to the Conversion Rate, together with cash in lieu of fractional
shares.  Except for conversions upon a Make-Whole Fundamental Change
as provided in Section 4.06, the Company shall deliver such shares of Common
Stock (1) on the third Business Day following the Conversion Date, in the case
of a Physical Settlement with respect to a Conversion Date on or prior to the
Business Day immediately preceding March 15, 2014, or (2) on the third Business
Day following the last day of the applicable Observation Period, in the case of
a Physical Settlement with respect to a Conversion Date on or after March 15,
2014.

     

    (c)           If
the Company has elected a Cash Settlement with respect to any Notes tendered for
conversion, the Company shall deliver, for each $1,000 principal amount of
Notes, a cash payment equal to the sum of the Daily Conversion Values for each
of the forty (40) consecutive Trading Days during the relevant Observation
Period.  Except for conversions upon a Make

     

    (d)           Whole
Fundamental Change as provided in Section 4.06, the Company shall make such
payment on the third Business Day following the last day of the applicable
Observation Period.

     

    (e)           If
the Company has elected a Combination Settlement with respect to any Notes
tendered for conversion, the Company shall deliver, for each $1,000 principal
amount of Notes, the sum of the Daily Settlement Amounts for each of the forty
(40) consecutive Trading Days during the relevant Observation
Period.

     

    The
“Daily Settlement
Amount” for each of the forty (40) consecutive Trading Days during the
Observation Period shall consist of:

     

    (i)           cash
in an amount equal to the lesser of (i) 2.5% of the cash amount specified by the
Company in the notice regarding the chosen Settlement Method (the “Daily Cash Amount”) and (ii)
the Daily Conversion Value on such Trading Day; and

     

    (ii)           if
the Daily Conversion Value on such Trading Day exceeds the Daily Cash Amount, a
number of shares of Common Stock (together with cash in lieu of any fractional
shares) equal to (i) the difference between such Daily Conversion Value and the
Daily Cash Amount, divided by (ii) the Daily VWAP on such Trading
Day.

     

    Except
for conversions upon a Make-Whole Fundamental Change as provided in Section
4.06, the Company shall deliver such cash and shares of Common Stock on the
third Business Day following the last day of the applicable Observation
Period.

     

    (f)           Upon
conversion of any Notes, Holders shall not receive any separate cash payment for
accrued and unpaid interest, except to the extent specified
below.  The Company’s delivery to the Holder of Common Stock, cash or
a combination of cash and Common Stock, as applicable, together with any cash
payment for any fractional share of Common Stock, into which a Note is
convertible shall be deemed to satisfy in full the Company’s obligation to pay
(i) the principal amount of the Notes so converted and (ii) accrued and unpaid
interest to, but not including, the Conversion Date.  As a result,
accrued and unpaid interest to, but not including, the Conversion Date shall be
deemed to be paid in full rather than cancelled, extinguished or
forfeited.  Notes surrendered for conversion during the period from
the close of business on any Regular Record Date to the opening 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
need be made (i) for conversions following the Regular Record Date immediately
preceding June 15, 2014, (ii) if the Company has specified a Fundamental Change
Purchase Date that is after a Regular Record Date and on or prior to the
corresponding Interest Payment Date, or (iii) to the extent of any overdue
interest, if any overdue interest exists at the time of conversion with respect
to such Note.

     

    (g)           The
Company shall not issue fractional shares of Common Stock upon conversion of
Notes.  If multiple Notes shall be surrendered for conversion at one
time by the same Holder, the number of full shares of Common Stock which shall
be issuable upon conversion shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof to the extent
permitted hereby) so surrendered.  If any fractional share of Common
Stock

     

    (h)           would
be issuable upon the conversion of any Notes, the Company shall make payment
therefor in cash in lieu of fractional shares of Common Stock based
on:

     

    (i)           if
Physical Settlement applies, on the Last Reported Sale Price of the Common Stock
on the relevant Conversion Date, and

     

    (ii)           if
Combination Settlement applies, the Daily VWAP of the Common Stock on the final
Trading Day of the applicable Observation Period.

     

    (i)           Solely
for purposes of determining the payments and deliveries due upon conversion
under this Section 4.03, and notwithstanding the definition of “Trading Day”
contained in Section 1.02, “Trading Day” means a day on
which (i) there is no Market Disruption Event and (ii) trading in the Common
Stock generally occurs on The New York Stock Exchange or, if the Common Stock is
not then listed on The New York Stock Exchange, on the principal other United
States national or regional securities exchange on which the Common Stock is
then listed or, if the Common Stock is not then listed on a United States
national or regional securities exchange, on the principal other market on which
the Common Stock is then traded.  If the Common Stock (or other
security for which a Daily VWAP must be determined) is not so listed or traded,
“Trading Day” means a Business Day.

     

    (j)           Upon
surrender of Notes for conversion in connection with a Make-Whole Fundamental
Change, the Company shall deliver shares of Common Stock, cash or a combination
of cash and shares of Common Stock, as set forth above, at the increased
Conversion Rate as described in Section 4.06.

     

    SECTION
4.04.                                           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 will not make any adjustment to
the Conversion Rate if Holders of Notes participate, as a result of holding the
Notes, in any of the transactions described under Section 4.04(a) (but only with
respect to stock dividends or distributions), Section 4.04(b), Section 4.04(c),
and Section 4.04(d), at the same time as holders of the Common Stock
participate, without having to convert their Notes, as if such Holders held a
number of shares of Common Stock equal to the Conversion Rate in effect for each
$1,000 principal amount of such Notes immediately prior to the Ex-Dividend Date
for such event.

     

    (a)           If
the Company, at any time or from time to time while any of the Notes are
outstanding, exclusively issues shares of its Common Stock as a dividend or
distribution on shares of Common Stock, or if the Company effects a share split
or share combination, then the Conversion Rate shall be adjusted based on the
following formula:

     

    
      	
              CR1

            	
              =

            	
              CR0

            	
              x

            	
              
                OS1

              

            
	
              OS0

            


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    here

     

    
      	
              CR0

            	
              =

            	
              The
      Conversion Rate in effect immediately prior to the opening of business on
      the Ex-Dividend Date of such dividend or distribution, or immediately
      prior to the opening of business on the effective date of such share split
      or share combination, as applicable;

            
	
              CR1

            	
              =

            	
              The
      Conversion Rate in effect immediately after the opening of business on
      such Ex-Dividend Date or such effective date;

            
	
              OS0

            	
              =

            	
              The
      number of shares of Common Stock outstanding immediately prior to the
      opening of business on such Ex-Dividend Date or such effective date;
      and

            
	
              OS1

            	
              =

            	
              The
      number of shares of Common Stock outstanding immediately after giving
      effect to such dividend, distribution, share split or share
      combination.

            


    

    Such
adjustment shall become effective immediately after the opening of business on
the Ex-Dividend Date for such dividend or distribution or the effective date for
such share split or share combination.  If any dividend or
distribution of the type described in this Section 4.04(a) is declared but not
so paid or made, the Conversion Rate shall again be adjusted to the Conversion
Rate which would then be in effect if such dividend or distribution had not been
declared.

     

    (b)           If
the Company, at any time or from time to time while any of the Notes are
outstanding, issues to all or substantially all holders of the Common Stock any
rights or warrants entitling them for a period of not more than 45 calendar days
after the announcement date of such issuance to subscribe for or purchase shares
of the Common Stock at a price per share less than the average of the Last
Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day
period ending on the Trading Day immediately preceding the date of announcement
of such issuance, the Conversion Rate shall be adjusted based on the following
formula:

     

    
      	
              CR1

            	
              =

            	
              CR0

            	
              x

            	
              
                OS0 +
      X

              

            
	
              OS0 +
      Y

            


    

     

    


    where

     

    
      	
              CR0

            	
              =

            	
              The
      Conversion Rate in effect immediately prior to the opening of business on
      the Ex-Dividend Date for such issuance;

            
	
              CR1

            	
              =

            	
              The
      Conversion Rate in effect immediately after the opening of business on
      such Ex-Dividend Date;

            
	
              OS0

            	
              =

            	
              The
      number of shares of Common Stock outstanding immediately prior to the
      opening of business on such Ex-Dividend Date;

            
	
              X

            	
              =

            	
              The
      total number of shares of Common Stock issuable pursuant to such rights or
      warrants; and

            
	
              Y

            	
              =

            	
              The
      number of shares of Common Stock equal to the aggregate price payable to
      exercise such rights or warrants divided by the average
      of the Last Reported Sale Prices of the Common Stock over the 10
      consecutive Trading Day period ending on the Trading Day immediately
      preceding the date of announcement of the issuance of such rights or
      warrants.

            


    

     

    Such
adjustment shall become effective immediately after the opening of business on
the Ex-Dividend Date for such issuance.  To the extent such rights or
warrants are not exercised prior to their expiration or termination, the
Conversion Rate shall be readjusted to the Conversion Rate which would be in
effect had the adjustments made upon the issuance of such rights or warrants
been made on the basis of the delivery of only the number of shares of Common
Stock actually delivered.  In the event that such rights or warrants
are not so issued, the Conversion Rate shall again be adjusted to be the
Conversion Rate which would then be in effect if the date fixed for the
determination of shareholders entitled to receive such rights or warrants had
not been fixed.  For the purposes of this Section 4.04(b), in
determining whether any rights or warrants entitle the holders to subscribe for
or purchase shares of Common Stock at less than the average of the Last Reported
Sale Prices of Common Stock for the 10 consecutive Trading Day period ending on
the Trading Day immediately preceding the date of announcement of such issuance,
and in determining the aggregate exercise price payable for such shares of
Common Stock, there shall be taken into account any consideration received by
the Company for such rights or warrants and any amount payable on the exercise
thereof, with the value of such consideration, if other than cash, as shall be
determined by the Board of Directors.

     

    (c)           If
the Company, at any time or from time to time while the Notes are outstanding,
distributes shares of any class of capital stock of the Company, evidences of
its indebtedness, other assets or property of the Company or rights or warrants
to acquire the Company’s capital stock or other securities to all or
substantially all holders of its Common Stock, excluding:

     

    (i)           dividends
or distributions and rights or warrants as to which an adjustment was effected
pursuant to Section 4.04(a) or Section 4.04(b);

     

    (ii)           dividends
or distributions paid exclusively in cash (as set forth below in Section
4.04(d)); and

     

    (iii)           Spin-Offs
to which the provisions set forth below in this Section 4.04(c) shall
apply;

     

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

     

    
      	
              CR1

            	
              =

            	
              CR0

            	
              x

            	
              
                SP0

              

            
	
              SP0 -
      FMV

            


    

     

    


    where

     

    
      	
              CR0

            	
              =

            	
              the
      Conversion Rate in effect immediately prior to the opening of business on
      the Ex-Dividend Date for such distribution;

            
	
              CR1

            	
              =

            	
              the
      Conversion Rate in effect immediately after the opening of business on
      such Ex-Dividend Date;

            
	
              SP0

            	
              =

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

            
	
              FMV

            	
              =

            	
              the
      fair market value (as determined by the Board of Directors) of the shares
      of capital stock, evidences of indebtedness, assets, property, rights or
      warrants distributed with respect to each outstanding share of the Common
      Stock on the Ex-Dividend Date for such
  distribution.

            


    

     

    Such
adjustment shall become effective immediately after the opening of business on
the Ex-Dividend Date for such distribution.  If the Board of Directors
determines the “FMV” (as defined above) of any distribution for purposes of this
Section 4.04(c) by reference to the actual or when issued trading market for any
securities, it must in doing so consider the prices in such market over the same
period used in computing the average of the Last Reported Sale Prices of the
Common Stock.  Notwithstanding the foregoing, if “FMV” (as defined
above) is equal to or greater than “SP0” (as
defined above), in lieu of the foregoing adjustment, each Holder of Notes shall
receive, at the same time and upon the same terms as holders of the Common
Stock, the amount and kind of securities, assets and property such Holder would
have received as if such Holder owned a number of shares of Common Stock equal
to, for each $1,000 principal amount of Notes, the Conversion Rate in effect on
the Record Date for the distribution of the securities, assets or
property.

     

    With
respect to an adjustment pursuant to this Section 4.04(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 and such dividend or distribution is
listed for trading on a securities exchange (a “Spin-Off”), the Conversion
Rate shall be increased based on the following formula:

     

    
      	
              CR1

            	
              =

            	
              CR0

            	
              x

            	
              
                FMV0 +
      MP0

              

            
	
              MP0

            


    

     

    


    where

     

    
      	
              CR0

            	
              =

            	
              the
      Conversion Rate in effect immediately prior to the end of the Valuation
      Period (as defined below);

            
	
              CR1

            	
              =

            	
              the
      Conversion Rate in effect immediately after the end of the Valuation
      Period;

            
	
              FMV0

            	
              =

            	
              the
      average of the Last Reported Sale Prices of the capital stock or similar
      equity interest distributed to holders of Common Stock applicable to one
      share of Common Stock (determined for purposes of the definition of Last
      Reported Sale Price as if such capital stock or similar equity interest
      were the Common Stock) over the first 10 consecutive Trading Day period
      after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”);
      and

            
	
              MP0

            	
              =

            	
              the
      average of the Last Reported Sale Prices of Common Stock over the
      Valuation Period.

            


    

     

    The
adjustment to the Conversion Rate under the preceding paragraph will occur on
the last day of the Valuation Period; provided that in respect of
any conversion during the Valuation Period, references above to 10 Trading Days
shall be deemed replaced with such lesser number of Trading Days as have elapsed
between the Ex-Dividend Date of such Spin-Off and the Conversion Date in
determining the applicable Conversion Rate.

     

    For the
purposes of this Section 4.04(c) (and subject in all respects to Section 4.12),
rights or warrants distributed by the Company to all holders of its Common Stock
entitling them to subscribe for or purchase shares of the Company’s capital
stock (either initially or under certain circumstances), which rights or
warrants, until the occurrence of a specified event or events (a “Trigger
Event”):  (1) are deemed to be transferred with such shares of
Common Stock; (2) are not exercisable; and (3) are also issued in respect of
future issuances of Common Stock, shall be deemed not to have been distributed
for purposes of this Section 4.04(c), (and no adjustment to the Conversion Rate
under this Section 4.04(c) will be required) until the occurrence of the
earliest Trigger Event, whereupon such rights and warrants shall be deemed to
have been distributed and an appropriate adjustment (if any is required) to the
Conversion Rate shall be made under this Section 4.04(c).  If any such
right or warrant, including any such existing rights or warrants distributed
prior to the date of this Supplemental Indenture, are subject to events, upon
the occurrence of which such rights or warrants become exercisable to purchase
different securities, evidences of indebtedness or other assets, then the date
of the occurrence of any and each such event shall be deemed to be the date of
distribution and Ex-Dividend Date of such deemed distribution (in which case the
original rights or warrants shall be deemed to terminate and expire on such date
without exercise by any of the holders).  In addition, in the event of
any distribution or deemed distribution of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion Rate under this Section 4.04(c)
was made, (1) in the case of any such rights or warrants which shall all have
been redeemed or purchased without exercise by any Holders thereof, upon such
final redemption or repurchase (x) the Conversion Rate shall be readjusted as if
such rights 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
holders of Common Stock with respect to such rights or warrants (assuming each
such holder had retained such rights 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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    or
warrants which shall have expired or been terminated without exercise by any
holders thereof, the Conversion Rate shall be readjusted as if such rights and
warrants had not been issued.

     

    For the
purposes of this Section 4.04(c) and subsections (a) and (b) of this Section
4.04, any dividend or distribution to which this Section 4.04(c) applies which
also includes one or both of:

     

    
      	
               
      

            	
              (A)

            	
              a
      dividend or distribution of shares of Common Stock to which Section
      4.04(a) applies (the “Clause A Distribution”);
      and

            


    

     

    
      	
               
      

            	
              (B)

            	
              a
      dividend or distribution of rights or warrants to which Section 4.04(b)
      applies (the “Clause B
      Distribution”),

            


    

     

    then (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 4.04(c) applies (the “Clause C Distribution”) and
any Conversion Rate adjustment required by this Section 4.04(c) with respect
thereto 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 4.04(a) and Section 4.04(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 opening of business on such Ex-Dividend Date or such
effective date” within the meaning of Section 4.04(a) or “outstanding
immediately prior to the opening of business on such Ex-Dividend Date” within
the meaning of Section 4.04(b).

     

    (d)           If
the Company makes any cash dividend or distribution to all or substantially all
holders of Common Stock, the Conversion Rate shall be adjusted based on the
following formula:

     

    
      	
              CR1

            	
              =

            	
              CR0

            	
              x

            	
              
                SP0

              

            
	
              SP0 –
      C

            


    

     

    


    where

     

    
      	
              CR0

            	
              =

            	
              The
      Conversion Rate in effect immediately prior to the opening of business on
      the Ex-Dividend Date for such dividend or distribution;

            
	
              CR1

            	
              =

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

            
	
              SP0

            	
              =

            	
              The
      Last Reported 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 holders of the Common
      Stock.

            


    

     

    In the
case of an adjustment pursuant to this Section 4.04(d), such adjustment shall
become effective immediately after the opening of business on the Ex-Dividend
Date for the relevant dividend or distribution.  If the portion of the
cash so distributed applicable to one share of the Common Stock is equal to or
greater than the Last Reported Sale Price of a share of Common Stock on the
Trading Day immediately preceding the Ex-Dividend Date for such dividend or
distribution, in lieu of the adjustment set forth above, adequate provision
shall be made so that each Holder of Notes shall have the right to receive on
the date on which such cash dividend or distribution is distributed to holders
of Common Stock, for each $1,000 principal amount of Notes, the amount of cash
such Holder would have received had such Holder owned a number of shares of
Common Stock equal to the Conversion Rate in effect immediately prior to the
Ex-Dividend Date for such distribution.

     

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

     

    
      	
              CR1

            	
              =

            	
              CR0

            	
              x

            	
              
                AC
      + (SP1 x
      OS1)

              

            
	
              OS0 x
      SP1

            


    

     

    


    where

     

    
      	
              CR0

            	
              =

            	
              the
      Conversion Rate in effect immediately prior to the close of business on
      the 10th Trading Day immediately following, and including, the Trading Day
      next succeeding the date such tender or exchange offer
      expires;

            
	
              CR1

            	
              =

            	
              the
      Conversion Rate in effect immediately after the close of business on the
      10th Trading Day immediately following, and including, the Trading Day
      next succeeding the date such tender or exchange offer
      expires;

            
	
              AC

            	
              =

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

            
	
              OS0

            	
              =

            	
              the
      number of shares of Common Stock outstanding immediately prior to the date
      such tender or exchange offer expires;

            
	
              OS1

            	
              =

            	
              the
      number of shares of Common Stock outstanding immediately after the date
      such tender or exchange offer expires (after giving effect to the purchase
      of all shares accepted for purchase or exchange in such tender or exchange
      offer); and

            
	
              SP1

            	
              =

            	
              the
      average of the Last Reported Sale Prices of the Common Stock over the 10
      consecutive Trading Day period commencing on the Trading Day next
      succeeding the date such tender or exchange offer
  expires.

            


    

     

    The
adjustment to the Conversion Rate under this Section 4.04(e) shall occur as of
the close of business on the tenth Trading Day immediately following, and
including, the Trading Day next succeeding the date such tender or exchange
offer expires; provided
that in respect of any conversion within 10 Trading Days immediately following,
and including, the expiration date of any tender or exchange offer, references
with respect to 10 Trading Days shall be deemed replaced with such lesser number
of Trading Days as have elapsed between the expiration date of such tender or
exchange offer and the Conversion Date in determining the applicable Conversion
Rate.

     

    (f)           The
Company from time to time may increase the Conversion Rate by any amount for any
period of time of at least 20 Business Days, so long as the increase is
irrevocable during the period and the Board of Directors shall have made a
determination that such increase would be in the best interests of the Company,
which determination shall be conclusive.  Whenever the Conversion Rate
is increased pursuant to this Section 4.04(f), the Company shall mail to Holders
of record of the Notes a notice of the increase at least one day 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.

     

    (g)           The
Company may (but shall not be required to) increase the Conversion Rate, in
addition to any adjustments pursuant to Section 4.04(a), 4.04(b), 4.04(c),
4.04(d), 4.04(e) or 4.04(f), if the Board of Directors considers such increase
to be advisable 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 (or rights to acquire shares) or similar event.

     

    (h)           All
calculations under this Article 4 shall be made by the Company and shall be made
to the nearest cent (including, in the case of any adjustment to the Conversion
Rate, the resulting adjustment to the Conversion Price) or to the nearest one
ten-thousandth of a share.  No adjustment shall be required to be made
for the Company’s issuance of Common Stock or any securities convertible into or
exchangeable for shares of Common Stock or rights to purchase shares of Common
Stock or such convertible or exchangeable securities, other than as provided in
this Section 4.04 and in Section 4.11 hereof.

     

    (i)           Whenever
the Conversion Rate is adjusted as herein provided, the Company shall promptly
file with the Trustee and any Conversion Agent an Officers’ Certificate setting
forth the Conversion Rate after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.  Unless and until a
Responsible Officer of the Trustee shall have received such Officers’
Certificate, the Trustee shall not be deemed to have knowledge of any adjustment
of the Conversion Rate and may assume without inquiry that the last Conversion
Rate of which it has knowledge is still in effect.  Promptly after
delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and
the date on which each adjustment becomes effective and shall mail such notice
of such adjustment of the Conversion Rate to each Holder of the
Notes.  Failure to deliver such notice shall not affect the legality
or validity of any such adjustment.

     

    (j)           For
purposes of this Section 4.04, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company so long
as the Company does not pay any dividend or make any distribution on shares of
Common Stock held in the treasury of the Company, but shall include shares
issuable in respect of scrip certificates issued in lieu of fractions of shares
of Common Stock.

     

    (k)           Notwithstanding
the foregoing, if the application of the foregoing formulas set forth in this
Section 4.04 would result in a decrease in the Conversion Rate, no adjustment to
the Conversion Rate shall be made (other than as a result of a share
combination).

     

    (l)           Notwithstanding
anything to the contrary in this Article 4, no adjustment to the Conversion Rate
shall be made:

     

    (i)           upon
the issuance of any shares of Common Stock pursuant to any present or future
plan providing for the reinvestment of dividends or interest payable on 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 its
Subsidiaries;

     

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

     

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

     

    (v)           for
accrued and unpaid interest on the Notes.

     

    (m)           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 will carry forward any adjustments that
are less than 1% of the Conversion Rate and make such carried forward
adjustment, regardless of whether the aggregate adjustment is less than 1%, (i)
upon any Conversion Date of Notes and (ii) on each Trading Day of any
Observation Period.

     

    (n)           If
a Conversion Rate adjustment becomes effective on any Ex-Dividend Date as
described above, and a Holder that has converted its Notes on or after such
Ex-Dividend Date and on or prior to the related Regular Record Date would be
treated as the record holder of shares of Common Stock as of the related
Conversion Date as set forth in Section 4.02(e) based on an adjusted Conversion
Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate
adjustment provisions above, the Conversion Rate adjustment relating to such
Ex-Dividend Date shall not be made for such converting
Holder.  Instead, such Holder shall be deemed to be the record owner
of shares of Common Stock on an unadjusted basis on such Conversion Date and
participate in the related dividend, distribution or other event giving rise to
such adjustment.

     

    (o)

     

    Certain
Other Adjustments

     

    .  Whenever
a provision of this Supplemental Indenture requires the calculation of Last
Reported Sale Prices or Daily VWAP over a span of multiple days, the Board of
Directors will make appropriate adjustments to such Last Reported Sale Prices or
Daily VWAP, the Conversion Rate, or the amount due upon conversion to account
for any adjustment to the Conversion Rate that becomes effective, or any event
requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the
event occurs, at any time during the period from which such Last Reported Sale
Prices or Daily VWAP are to be calculated.

     

    SECTION
4.05.                                           Adjustments Upon Certain Fundamental
Changes

     

    .  v)
If a Make-Whole Fundamental Change occurs and a Holder elects to convert its
Notes in connection with such Make-Whole Fundamental Change, the Company shall,
under the circumstances described below, increase the Conversion 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 Fundamental
Change if the notice of conversion of the Notes is received by the Conversion
Agent from, and including, the Effective Date of the Make-Whole Fundamental
Change up to, and including, the Business Day immediately prior to the related
Fundamental Change Purchase Date (or, in the case of an event that would have
been a Fundamental Change but for the proviso in clause (2) of the definition
thereof, the 35th Trading Day immediately following the Effective Date of such
Make-Whole Fundamental Change).

     

    (b)           Upon
surrender of Notes for conversion in connection with a Make-Whole Fundamental
Change, the Company shall have the right to deliver, in lieu of shares of Common
Stock, including the Additional Shares, cash or a combination of cash and shares
of Common Stock as provided under Section 4.03(a); provided, however, that if,
at the effective time of a Make-Whole Fundamental Change, the Reference Property
is comprised entirely of cash, then, for any conversion of Notes following the
Effective Date of such Make-Whole Fundamental Change, the amounts deliverable by
the Company shall be calculated based solely on the Stock Price for the
Make-Whole Fundamental Change and shall be deemed to be an amount equal to the
Conversion Rate (including any adjustment for Additional Shares) multiplied by
such Stock Price. In such event, the amounts deliverable by the Company shall be
determined and paid to holders in cash on the third Business Day following the
Conversion Date.

     

    (c)           The
number of Additional Shares, if any, by which the Conversion Rate will be
increased will be determined by reference to the table attached as Schedule A
hereto, based on the date on which the Make-Whole Fundamental Change occurs or
becomes effective (the “Effective Date”) and the
price (the “Stock
Price”) paid (or deemed paid) per share of the Common Stock in the
Make-Whole Fundamental Change.  If the holders of the Common Stock
receive only cash in a Make-Whole Fundamental Change described in clause (2) 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 Last Reported Sale Prices of the Common Stock over the ten Trading-Day
period ending on, and including, the Trading Day preceding the Effective Date of
the Make-Whole Fundamental Change.

     

    The exact
Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which
case:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If the
Stock Price is between two Stock Prices in the table 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 higher and lower Stock Prices and the earlier and later
Effective Dates, as applicable, based on a 365-day year.

     

    (i)           If
the Stock Price is greater than $107.50 per share (subject to adjustment in the
same manner as the Stock Prices set forth in the column headings of the table in
Schedule A pursuant to subsection (d) below), no Additional Shares shall be
added to the Conversion Rate.

     

    (ii)           If
the Stock Price is less than $18.67 per share (subject to adjustments in the
same manner as the Stock Prices set forth in the column headings of the table in
Schedule A pursuant to subsection (d) below), no Additional Shares shall be
added to the Conversion Rate.

     

    Notwithstanding
the foregoing, in no event shall the Conversion Rate exceed 53.5619 shares of
Common Stock per $1,000 principal amount of Notes, subject to adjustments in the
same manner as the Conversion Rate as set forth in Section 4.04.

     

    (d)           The
Stock Prices set forth in the column headings of the table in Schedule A hereto
shall be adjusted as of any date on which the Conversion Rate of the Notes is
otherwise adjusted.  The adjusted Stock Prices shall equal the Stock
Prices applicable immediately prior to such adjustment, multiplied by a
fraction, the numerator of which is the Conversion Rate immediately prior to
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 such table shall be adjusted in the same manner as the
Conversion Rate as set forth in Section 4.04.

     

    (e)           The
Company shall notify the Holders of Notes of the Effective Date of any
Make-Whole Fundamental Change and issue a press release announcing such
Effective Date no later than five Business Days after such Effective
Date.

     

    SECTION
4.06.                                           Effect of Recapitalization,
Reclassification, Consolidation, Merger or Sale.

     

    (a)           If
any of the following events occur:

     

    (i)           any
recapitalization or reclassification of, or change in, the Common Stock (other
than changes resulting from a subdivision or combination);

     

    (ii)           a
consolidation, merger or combination involving the Company; or

     

    (iii)           a
sale, lease or other transfer to a third party of the consolidated assets of the
Company and its Subsidiaries substantially as an entirety, or any statutory
share exchange;

     

    (iv)           in
each case as a result of which the Common Stock would be converted into, or
exchanged for, or would be reclassified or changed into, stock, other
securities, other property or assets (including cash or any combination thereof)
(any such event, a “Merger
Event”), then 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 (which shall comply with the Trust Indenture
Act as in force at the date of execution of such supplemental indenture)
providing that at and after the effective time of such Merger Event, the right
to convert a Note will be changed into a right to convert such Note as set forth
in this Indenture 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 Conversation Rate
prior to such Merger Event would have owned or been entitled to receive (the
“Reference Property”,
with each “unit of Reference
Property” meaning the type and amount of Reference Property that a holder
of one share of Common Stock is entitled to receive) upon such Merger Event;
provided, however, that at and after the effective time of the Merger Event the
conversion obligation shall be calculated and settled in accordance with Section
4.03 such that (i) the amount payable in cash upon conversion of the Notes as
set forth under Section 4.03 will continue to be payable in cash, (ii) the
number of shares of Common Stock (if the Company elects Physical Settlement or
Combination Settlement) deliverable upon conversion of the Notes under Section
4.03 will be instead 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 will be calculated
based on the value of a unit of Reference Property.

     

    If, as a
result of  the Merger Event, each share of Common Stock is converted
into the right to receive more than a single type of consideration (determined
based in part upon any form of stockholder election), then (x) the Reference
Property into which the Notes will be convertible will be deemed to be the
weighted average of the types and amounts of consideration received by the
holders of Common Stock that affirmatively make such an election, and (y) the
unit of Reference Property for purposes of the foregoing sentence shall refer to
the consideration referred to in clause (x) attributable to one share of Common
Stock.

     

    The
Company shall not become a party to any such Merger Event unless its terms are
consistent with this Section 4.07.  Such supplemental indenture shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article 4 in the judgment of
the Board of Directors or the board of directors of the successor
Person.  If, in the case of any such recapitalization,
reclassification, change, consolidation, merger, combination, sale, lease, other
transfer or statutory share exchange, the Reference Property receivable
thereupon by a holder of Common Stock 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 Person, as the case may be, in such
reorganization, reclassification, change, consolidation, merger, combination,
sale, lease, other transfer or statutory share exchange, then such supplemental
indenture shall also be executed by such other Person.

     

    (b)           The
Company shall cause notice of the execution of such supplemental indenture to be
mailed to each Holder, at the address of such Holder as it appears on the
register of the

     

    (c)           Notes
maintained by the Registrar, within 20 calendar days after execution
thereof.  Failure to deliver such notice shall not affect the legality
or validity of such supplemental indenture.  The above provisions of
this Section 4.07 shall similarly apply to successive reclassifications,
changes, consolidations, mergers, combinations, sales and
conveyances.  If this Section 4.07 applies to any Merger Event,
Section 4.04 shall not apply.

     

    SECTION
4.07.                                           Taxes on Shares
Issued

     

    .  The
Company will pay any documentary, stamp or similar issue or transfer tax due on
the issue or delivery of shares of Common Stock on conversion of Notes pursuant
hereto; provided, however, that if such documentary, stamp or similar issue or
transfer tax is due because the Holder of such Notes has requested that shares
of Common Stock be issued in a name other than that of the Holder of the Notes
converted, then such taxes will be paid by the Holder, and the Company shall not
be required to issue or deliver any stock certificate evidencing such shares
unless and until the Holder shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax
has been paid.

     

    SECTION
4.08.                                           Reservation of Shares; Shares to be
Fully Paid; Compliance With Governmental Requirements; Listing of Common
Stock

     

    .  The
Company shall reserve, out of its authorized but unissued shares or shares held
in treasury, sufficient shares of Common Stock to satisfy conversion of the
Notes from time to time as such Notes are presented for conversion (assuming
that, at the time of the computation of such number of shares or securities, all
such Notes would be converted by a single Holder and that Physical Settlement
would apply).

     

    The
Company covenants that all shares of Common Stock that may be issued upon
conversion of Notes shall be newly issued shares or treasury shares, shall be
duly authorized, validly issued, fully paid and non-assessable and shall be free
from preemptive rights and free from any tax, lien or charge (other than those
created by the Holder).

     

    The
Company shall list or cause to have quoted any shares of Common Stock to be
issued upon conversion of Notes on each national securities exchange or
over-the-counter or other domestic market on which the Common Stock is then
listed or quoted.

     

    SECTION
4.09.                                           Responsibility of
Trustee

     

    .  The
Trustee and any Conversion Agent shall not at any time be under any duty or
responsibility to any Holder of Notes to determine or calculate the Conversion
Rate, to determine whether any facts exist which may require any adjustment of
the Conversion Rate, or to confirm the accuracy of any such adjustment when made
or the appropriateness of 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 other securities or property that may at any time be issued or delivered
upon the conversion of any Notes; and the Trustee and the 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 Notes for the purpose
of conversion or to comply with any of the duties, responsibilities or covenants
of the Company contained in this Article 4.  The rights, privileges,
protections, immunities and benefits given to the Trustee, including without
limitation its right to be compensated,

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    reimbursed,
and indemnified, are extended to, and shall be enforceable by, the Trustee in
each of its capacities hereunder, including its capacity as Conversion Agent and
if it is so appointed by the Company and accepts such appointment, as Bid
Solicitation Agent.

     

    SECTION
4.10.                                           Notice to Holders Prior to Certain
Actions

     

    .  In
case:

     

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

     

    (b)           the
Company shall authorize the granting to the holders of all or substantially all
of its Common Stock of rights or warrants to subscribe for or purchase any share
of any class or any other rights or warrants that would require an adjustment in
the Conversion Rate pursuant to Section 4.04 or Section 4.12 hereof;
or

     

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

     

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

     

    then, in
each case (unless notice of such event is otherwise required pursuant to another
provision of this Supplemental Indenture), the Company shall cause to be filed
with the Trustee and the Conversion Agent and to be mailed to each Holder of
Notes at such Holder’s address appearing on a list of Holders of Notes, which
the Company shall provide to the Trustee, as promptly as practicable but in any
event at least 10 calendar days prior to the applicable date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend (or any other distribution) or rights or warrants,
or, if a record is not to be taken, the date as of which the holders of Common
Stock of record to be entitled to such dividend, distribution or rights or
warrants are to be determined, or (y) the date on which such reclassification,
reorganization, consolidation, merger, sale, lease, transfer, dissolution,
liquidation or winding up is expected to become effective or occur, and the date
as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, reorganization, consolidation, merger,
sale, transfer, dissolution, liquidation or winding up.  Failure to
give such notice, or any defect therein, shall not affect the legality or
validity of such dividend (or any other distribution), reclassification,
reorganization, consolidation, merger, sale, transfer, dissolution, liquidation
or winding up.

     

    SECTION
4.11.                                           Stockholder Rights
Plan

     

    .  Each
share of Common Stock issued upon conversion of Notes pursuant to this Article 4
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
stockholder rights plan adopted by the Company, as the same may be amended from
time to time.  Notwithstanding the foregoing, if prior to any
conversion such rights have separated from

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    the
shares of Common Stock in accordance with the provisions of the applicable
stockholder rights agreement, the Conversion Rate shall be adjusted at the time
of separation as if the Company had distributed to all holders of the Common
Stock, shares of the Company’s capital stock, evidences of indebtedness, assets,
property, rights or warrants as described in Section 4.04(c) above, subject to
readjustment in the event of the expiration, termination or redemption of such
rights.

     

    ARTICLE
5

     

    REMEDIES

     

    SECTION
5.01.                                           Events of
Default

     

    .  In
addition to the Events of Default specified in Section 6.01 of the Original
Indenture, each of the following events shall be an “Event of Default” wherever
used herein with respect to the Notes:

     

    (a)           the
Company defaults in the payment of the principal of any Note when the same
becomes due and payable at its Maturity, upon acceleration, upon any required
repurchase, or otherwise;

     

    (b)           failure
by the Company to comply with its obligation to convert the Notes in accordance
with the Indenture upon exercise of a Holder’s conversion right in accordance
with Article 4 hereof and such failure is not cured, or such conversion is not
rescinded, within five days;

     

    (c)           failure
by the Company to provide a Fundamental Change Company Notice pursuant to
Section 3.01(b) or notice of a specified corporate transaction required by
Section 4.01(a)(iii) or Section 4.01(a)(iv) in accordance with the relevant
Section, in each case when due;

     

    (d)           failure
by the Company to comply with its obligations under Section 6.01
hereof;

     

    (e)           a
final judgment for the payment of $30 million or more (excluding any amounts
covered by insurance) rendered against the Company or any Significant
Subsidiary, which judgment is not discharged or stayed within 60 days after (i)
the date on which the right to appeal or petition for review thereof has expired
if no such appeal or review has commenced or (ii) the date on which all rights
to appeal or petition for review have been extinguished;

     

    (f)           an
event of default as defined in any mortgage, indenture or instrument under which
there may be issued, or by which there may be secured or evidenced, any
indebtedness of the Company or any Significant Subsidiary (other than Exterran
Partners, L.P. and its subsidiaries, so long as Exterran Partners, L.P. and its
subsidiaries are not “Restricted Subsidiaries” of the Company, as such term is
defined in the Credit Agreement) for money borrowed, whether such indebtedness
now exists or shall hereafter be created, shall happen and shall result in such
indebtedness in principal amount in excess of $50 million becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable, and such acceleration shall not be rescinded or annulled, or
such indebtedness shall not have been discharged, within a period of 30 days
after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Notes then outstanding, a written notice
specifying

     

    (g)           such
event of default and requiring the Company to cause such acceleration to be
rescinded or annulled or to cause such indebtedness to be
discharged;

     

    (h)           any
Significant Subsidiary of the Company pursuant to or within the meaning of any
Bankruptcy Law:

     

    (A)           commences
a voluntary case,

     

    (B)           consents
to the entry of an order for relief against it in an involuntary
case,

     

    (C)           consents
to the appointment of a Bankruptcy Custodian of it or for all or substantially
all of its property, or

     

    (D)           makes
a general assignment for the benefit of its creditors; and

     

    (i)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that remains unstayed and in effect for 90 days and that:

     

    (A)           is
for the relief against any Significant Subsidiary of the Company as debtor in an
involuntary case,

     

    (B)           appoints
a Bankruptcy Custodian of any Significant Subsidiary of the Company or a
Bankruptcy Custodian for all or substantially all of the property of any
Significant Subsidiary of the Company, or

     

    (C)           orders
the liquidation of any Significant Subsidiary of the Company.

     

    SECTION
5.02.                                           Additional
Interest

     

    .  Notwithstanding
any provisions of the Indenture to the contrary, if the Company so elects, the
sole remedy for an Event of Default relating to any obligation to file documents
and reports with the Trustee as required by Section 314(a)(1) of the Trust
Indenture Act, Section 2.04 of this Supplemental Indenture, or Section 4.03(a)
of the Original Indenture shall for the first 180 days following the occurrence
of such Event of Default consist exclusively of the right to receive additional
interest on the Notes equal to 0.50% per annum of the principal amount of the
Notes (“Additional
Interest”).  In order to elect to pay Additional Interest as
the sole remedy during the first 180 days after the occurrence of an Event of
Default described in the preceding sentence, the Company must give notice to
Holders of the Notes, the Trustee and the Paying Agent of such election on or
before the close of business on the Business Day before the date on which such
Event of Default occurs.  If the Company so elects, such Additional
Interest shall be payable on all Notes outstanding on or before the date on
which such Event of Default first occurs until such Event of Default is cured or
waived or ceases to exist and will be payable in the same manner and on the same
dates as the stated interest payable on the Notes.  Upon the failure
to timely give all Holders, the Trustee and the Paying Agent such notice, the
Notes will be subject to immediate acceleration as provided in Section 6.02 of
the Original Indenture.  On the 180th day after such Event of Default
occurs (if such Event of Default is not cured or waived prior to such 180th
day), the Notes shall be subject to acceleration as provided in Section 6.02 of
the Original Indenture.  This Section 5.02 shall not

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    affect
the rights of Holders of Notes in the event of the occurrence of any other Event
of Default.  Whenever in the Indenture there is mentioned, in any
context, the payment of interest on, or in respect of, any Note, such mention
shall be deemed to include mention of the payment of Additional Interest
provided for in this Section 5.02 to the extent that, in such context,
Additional Interest is, was or would be payable in respect thereof pursuant to
the provisions of this Section 5.02, and express mention of the payment of
Additional Interest (if applicable) in any provision shall not be construed as
excluding Additional Interest in those provisions where such express mention is
not made.

     

    SECTION
5.03.                                           Company Compliance Certificates and
Notice of Defaults

     

    .  In addition to
any obligations of the Company under Section 4.03(a) of the Original Indenture,
the Company shall deliver to the Trustee, (i) within 120 days after the end of
each fiscal year, an Officers’ Certificate indicating whether or not the signers
thereof have knowledge of the occurrence of any Event of Default under the
Indenture during such fiscal year, and (ii) within 30 days after the occurrence
thereof, written notice of any events that would constitute an Event of Default
under the Indenture, the status of such events and the action that the Company
is taking or proposes to take in respect thereof.

     

    If a
Default or Event of Default with respect to the Notes occurs and is continuing
and it is known to the Trustee, the Trustee shall mail to Holders of Notes a
notice of the Default or Event of Default within 90 days after it
occurs.  Except in the case of a Default or Event of Default in
payment of principal of and interest on the Notes or a Default or Event of
Default in the payment or delivery of consideration due upon conversion of the
Notes, the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Holders of Securities of such series.

     

    SECTION
5.04.                                           Acceleration

     

    .  All references
in Section 6.02 of the Original Indenture to “clause (5) or (6) of Section 6.01”
of the Original Indenture shall be deemed to include references to Sections
5.01(g) and (h) of this Supplemental Indenture.

     

    SECTION
5.05.                                           Waiver of
Defaults.  The provisions on waiver of defaults set forth in
this Section 5.05 shall, with respect to the Notes, supersede in its entirety
Section 6.04 of the Original Indenture, and all references in the Original
Indenture to Section 6.04 thereof and waiver of defaults provisions therein, as
the case may be, shall, with respect to the Notes, be deemed to be references to
this Section 5.05 and the waiver of defaults provisions set forth in this
Section 5.05, respectively.

     

    Subject
to Section 5.06 of this Supplemental Indenture and Section 9.02 of the Original
Indenture, the Holders of a majority in principal amount of the then outstanding
Notes by notice to the Trustee may waive an existing or past Default or Event of
Default with respect to such Notes and its consequences, except (1) a continuing
Default or Event of Default in the payment of the principal or interest, if any,
with respect to any Note, (2) a continuing Default or Event of Default in the
payment or delivery of any consideration due upon conversion of any Note, or (3)
a continued Default in respect of a provision that under Section 9.02 of the
Original Indenture cannot be amended or supplemented without the consent of each
Holder affected.  Upon any such waiver, 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 shall
extend to any subsequent or other Default or impair any right consequent
thereon.

     

    SECTION
5.06.                                           Rights of Holders to Receive
Payment.  The provisions on rights of holders to receive
payment set forth in this Section 5.06 shall, with respect to the Notes,
supersede in its entirety Section 6.07 of the Original Indenture, and all
references in the Original Indenture to Section 6.07 thereof and rights of
holders to receive payment provisions therein, as the case may be, shall, with
respect to the Notes, be deemed to be references to this Section 5.06 and the
rights of holders to receive payment provisions set forth in this Section 5.06,
respectively.

     

    Notwithstanding
any other provision of this Indenture, the right of any Holder of Notes to (i)
receive payment of principal and interest when due, (ii) receive payment or
delivery of the consideration due upon conversion, (iii) receive the Fundamental
Change Purchase Price when due, or (iv) bring suit for the enforcement of any of
(i), (ii) and (iii) above, is absolute and unconditional and shall not be
impaired or affected without the consent of such Holder.

     

    ARTICLE
6

     

    LIMITATIONS
ON MERGERS AND CONSOLIDATIONS

     

    SECTION
6.01.                                           Limitations on Mergers and
Consolidations

     

    .  The
limitations on mergers and consolidations provisions set forth in this Article 6
shall, with respect to the Notes, supersede in its entirety Section 5.01 of the
Original Indenture, and all references in the Original Indenture to Section 5.01
thereof and limitations on mergers and consolidations provisions therein, as the
case may be, shall, with respect to the Notes, be deemed to be references to
this Article 6 and the limitations on mergers and consolidations provisions set
forth in this Article 6, respectively.

     

    The
Company shall not consolidate with, merge with or into, any other Person or
convey, transfer or lease all or substantially all of the property and assets of
the Company and its Subsidiaries on a consolidated basis, to any Person or
permit any Person to merge with or into the Company, unless:

     

    (a)           the
Person formed by such consolidation or into which the Company is merged or the
Person that acquires by conveyance or transfer, or that leases, all or
substantially all the properties and assets of the Company and its Subsidiaries
on a consolidated basis shall be a corporation, limited liability company,
partnership or trust organized and validly existing under the laws of the United
States of America, any state thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed by the successor
Person and delivered to the Trustee, in form satisfactory to the Trustee, the
Company’s obligations for the due and punctual payment of the principal of and
interest on all the Notes and the performance and observance of every covenant
of this Indenture and the Notes on the part of the Company to be performed or
observed;

     

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

     

    (c)           if
as a result of such transaction the Notes become convertible into Reference
Property issued by a third party, such third party fully and unconditionally
guarantees all obligations of the Company and such successor Person under the
Notes and this Indenture; and

     

    (d)           the
Company or such successor Person shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and such supplemental
indenture comply with this Article and that all conditions precedent provided
for in the Indenture relating to such transaction have been complied
with.

     

    ARTICLE
7

     

    SUPPLEMENTAL
INDENTURES

     

    SECTION
7.01.                                            Amendments or Supplements Without
Consent of Holders

     

    .  In
addition to any permitted amendment or supplement to the Indenture pursuant to
Section 9.01 of the Original Indenture, the Company and the Trustee may amend or
supplement the Indenture or the Notes without notice to or the consent of any
Holder of the Notes to comply with their obligations to execute and deliver a
supplemental indenture pursuant to the provisions of Section 4.07 of this
Supplemental Indenture.

     

    SECTION
7.02.                                           Amendments, Supplements or Waivers
With Consent of Holders

     

    .  The
Company and the Trustee may amend the Indenture with respect to the Notes and
the Notes as provided in Sections 9.01 and 9.02 of the Original
Indenture.  Notwithstanding the foregoing provision and in addition to
the provisions of Section 9.02 of the Original Indenture, without the consent of
each Holder of an outstanding Note affected thereby, no amendment, supplement or
waiver, including a waiver in relation to a past Event of Default,
may:

     

    (a)           make
any change that adversely affects the conversion rights of any Notes;
or

     

    (b)           reduce
any Fundamental Change Purchase Price or amend or modify in any manner adverse
to the Holders of Notes the Company’s obligation to make any such payment,
whether through an amendment or waiver of provisions in the covenants or
definitions related thereto or otherwise.

     

    ARTICLE
8

     

    [Intentionally
Omitted]

     

    ARTICLE
9

     

    MISCELLANEOUS

     

    SECTION
9.01.                                           Governing Law

     

    .  THIS
SUPPLEMENTAL INDENTURE AND EACH OF THE NOTES SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.

     

    SECTION
9.02.                                           Payments on Business
Days

     

    .  If
any Interest Payment Date or the Stated Maturity of the Notes or any earlier
required repurchase date would fall on a day that is

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    not a
Business Day, the required payment shall be made on the next succeeding Business
Day and no interest on such payment shall accrue in respect of the
delay.

     

    SECTION
9.03.                                           No Security Interest
Created

     

    .  Nothing
in this Supplemental 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
9.04.                                           Trust Indenture
Act

     

    .  This
Supplemental Indenture is hereby made subject to, and shall be governed by, the
provisions of the Trust Indenture Act required to be part of and to govern
indentures qualified under the Trust Indenture Act.  If any provision
hereof limits, qualifies or conflicts with another provision hereof or the
Original Indenture that is required to be included in an indenture qualified
under the Trust Indenture Act, such required provision shall
control.

     

    SECTION
9.05.                                           Benefits of
Indenture

     

    .  Nothing
in this Supplemental Indenture or in the Notes, expressed or implied, shall give
to any Person, other than the parties hereto, any Paying Agent, any Conversion
Agent, any Bid Solicitation Agent, any authenticating agent, any Registrar and
their successors hereunder or the Holders of the Notes, any benefit or any legal
or equitable right, remedy or claim under this Supplemental
Indenture.

     

    SECTION
9.06.                                           Calculations

     

    .  Except
as otherwise provided in this Supplemental Indenture, the Company shall be
responsible for making all calculations called for under the
Notes.  These calculations include, but are not limited to,
determinations of any Last Reported Sale Price of the Common Stock, accrued
interest payable on the Notes and the Conversion Rate.  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 (if different than the Trustee),
and each of the Trustee and Conversion Agent (if different than the Trustee) 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
9.07.                                           Table of Contents, Headings,
Etc

     

    .  The
table of contents and the titles and headings of the articles and sections of
this Supplemental 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
9.08.                                           Execution in
Counterparts

     

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

     

    SECTION
9.09.                                           Severability

     

    .  In
the event any provision of this Supplemental 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.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Discharge
of Indenture

     

    .  Sections
8.01(a)(1)(B)(ii) and (iii), 8.01(b) and 8.01(c) of the Original Indenture shall
not apply to the Notes.

     

    SECTION
9.10.                                           Recitals.  The
recitals contained herein shall be taken as statements of the Company, and the
Trustee assumes no responsibility for their correctness.  The Trustee
makes no representations as to the validity or sufficiency of this Supplemental
Indenture.

     

    SECTION
9.11.                                           Ratification of
Indenture.  Except as expressly modified or amended hereby, the
Indenture continues in full force and effect and is in all respects confirmed
and preserved.

     

    [Remainder
of the page intentionally left blank]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    


    EXTERRAN
HOLDINGS, INC.

    


    


    


    By:             /s/ J. Michael
Anderson

    Name: J.
Michael Anderson

    Title:
Senior Vice President, Chief Financial Officer and Chief of Staff

     

    [Trustee
Signature Follows]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Trustee

    


    


    


    By:             /s/ Patrick
Giordano

    Name:
Patrick Giordano

    Title:
Vice President

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    The
following table sets forth the amount, if any, by which the Conversion Rate per
$1,000 principal amount of Notes will increase pursuant to Section 4.06 of this
Supplemental Indenture for each Stock Price and Effective Date set forth
below:

     

    
      	 
      	
              Stock
      Price

            
	
              Effective Date

            	
              $18.67

            	
              $25.00

            	
              $32.50

            	
              $40.00

            	
              $47.50

            	
              $55.00

            	
              $62.50

            	
              $70.00

            	
              $77.50

            	
              $85.00

            	
              $92.50

            	
              $100.00

            	
              $107.50

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              June
      10, 2009

            	
              10.3668

            	
              7.0699

            	
              4.4931

            	
              3.1499

            	
              2.3470

            	
              1.8192

            	
              1.4477

            	
              1.1730

            	
              0.9623

            	
              0.7961

            	
              0.6624

            	
              0.5530

            	
              0.4623

            
	
              June
      15, 2010

            	
              10.3668

            	
              6.7076

            	
              4.0683

            	
              2.7715

            	
              2.0321

            	
              1.5621

            	
              1.2385

            	
              1.0023

            	
              0.8224

            	
              0.6809

            	
              0.5670

            	
              0.4736

            	
              0.3960

            
	
              June
      15, 2011

            	
              10.3668

            	
              6.1198

            	
              3.4408

            	
              2.2362

            	
              1.5992

            	
              1.2157

            	
              0.9605

            	
              0.7775

            	
              0.6391

            	
              0.5303

            	
              0.4424

            	
              0.3700

            	
              0.3095

            
	
              June
      15, 2012

            	
              10.3668

            	
              5.1861

            	
              2.5310

            	
              1.5084

            	
              1.0376

            	
              0.7804

            	
              0.6179

            	
              0.5036

            	
              0.4172

            	
              0.3487

            	
              0.2926

            	
              0.2458

            	
              0.2061

            
	
              June
      15, 2013

            	
              10.3668

            	
              3.5689

            	
              1.1706

            	
              0.5507

            	
              0.3573

            	
              0.2726

            	
              0.2212

            	
              0.1838

            	
              0.1543

            	
              0.1302

            	
              0.1101

            	
              0.0929

            	
              0.0782

            
	
              June
      15, 2014

            	
              10.3668

            	
              0.0000

            	
              0.0000

            	
              0.0000

            	
              0.0000

            	
              0.0000

            	
              0.0000

            	
              0.0000

            	
              0.0000

            	
              0.0000

            	
              0.0000

            	
              0.0000

            	
              0.0000

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    [FORM OF
FACE OF GLOBAL NOTE]

     

    THIS NOTE
IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY.  THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE 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) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.

     

    UNLESS
THIS NOTE 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 NOTE 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 HEREON 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.

     


    
      
        
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    EXTERRAN
HOLDINGS, INC.

     

    4.25%
Convertible Senior Note due 2014

     

    
      	
              No.
      [ ]

            	
              Initially
      $325,000,000

            


    

    CUSIP No.
30225X AA1

     

    Exterran
Holdings Inc., a Delaware corporation (herein called the “Company”, which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay CEDE & CO., or registered assigns, THREE
HUNDRED TWENTY-FIVE MILLION DOLLARS ($325,000,000) (or such greater or lesser
principal amount as shall be specified in the “Schedule of Exchanges of
Securities” attached hereto) on June 15, 2014 unless earlier converted or
repurchased, and to pay interest thereon as set forth in the manner, at the
rates and to the Persons set forth in the Indenture.

     

    This Note
shall bear interest at a rate of 4.25% per annum from June 10, 2009 or from the
most recent date to which interest had been paid or provided to, but excluding,
the next scheduled Interest Payment Date, until the principal hereof shall be
repaid.  Interest on this Note will be computed on the basis of a
360-day year composed of twelve 30-day months.  Interest is payable
semi-annually in arrears on each June 15 and December 15, commencing on December
15, 2009, to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on the Regular Record Date
for such interest.  Additional Interest will be payable at the option
of the Company on the terms set forth in Section 5.02 of the within-mentioned
Supplemental Indenture.

     

    The
Company will pay interest on overdue principal, and, to the extent lawful, on
overdue interest, in each case at a rate of 4.25% per annum.  Interest
not paid when due and any interest on principal or interest not paid when due
will be paid to Holders on a special record date, which will be the 15th day
preceding the date fixed by the Company for the payment of such interest,
whether or not such day is a Business Day.  At least 15 days before a
special record date, the Company will send to each Holder and to the Trustee a
notice that sets forth the special record date, the payment date and the amount
of interest to be paid.

     

    The
Company shall pay principal of and interest on this Note, 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.  The Company shall pay 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 Registrar in respect of the Notes and its agency in New York,
New York as a place where Notes may be presented for payment or for registration
of transfer.  The Company may, however, change the Paying Agent or
Registrar for the Notes without prior notice to the Holders thereof, and the
Company may act as Paying Agent or Registrar.  Interest on the Notes
(other than Notes that are Global Notes) will be payable (i) to Holders of the
Notes having an aggregate principal amount of Notes of $5,000,000 or less, by
check mailed to the Holders of these Notes at their address in the Security
Register and (ii) to Holders having an aggregate principal amount of Notes in
excess of $5,000,000, either by check mailed to each Holder at its address in
the Security Register or,

     


    
      
        
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    upon
application by a Holder to the Registrar not later than the relevant Regular
Record Date, by wire transfer in immediately available funds to that Holder’s
account within the United States, which application shall remain in effect until
that Holder notifies, in writing, the Registrar to the contrary.

     

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

     

    In the
case of any conflict between this Note and the Indenture, the provisions of the
Indenture shall control.  This Note, for all purposes, shall be
governed by and construed in accordance with the laws of the State of New
York.

     

    Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

     

    [Remainder
of page intentionally left blank]

     


    
      
        
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    IN
WITNESS WHEREOF, EXTERRAN HOLDINGS, INC. has caused this instrument to be signed
manually or by facsimile by its duly authorized officers.

     

    Dated:  June
10, 2009

     

    EXTERRAN
HOLDINGS, INC.

    


    


    


    By:           

    Name:

    Title:

    


    Attest:

    


    


    


    By:           

    Name:

    Title:


    
      
        
          A-

        

         


      

      
         


        
          

        

      

      
         


      

    


    CERTIFICATE
OF AUTHENTICATION

     

    This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

     

    Dated:  June
10, 2009

     

    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Trustee

    


    


    


    By:           

    Name:

    Authorized
Signatory

    


    



    
      
        
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    [FORM OF
REVERSE OF GLOBAL NOTE]

     

    EXTERRAN
HOLDINGS, INC.

     

    4.25%
Convertible Senior Note due 2014

     

    This Note
is one of a duly authorized issue of Securities of the Company (herein called
the “Notes”), issued
under an Indenture dated as of June 10, 2009, as previously amended and
supplemented from time to time in accordance with the terms thereof (herein
called the “Original
Indenture”) and as further supplemented by the Supplemental Indenture
dated as of June10, 2009 (herein called the “Supplemental Indenture” and
the Original Indenture, as supplemented by the Supplemental Indenture, the
“Indenture”) by and
between the Company and Wells Fargo Bank, National Association, herein called
the “Trustee”, and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered.  Additional Notes may
be issued in an unlimited aggregate principal amount, subject to certain
conditions specified in the Indenture.

     

    This Note
is not subject to redemption at the option of the Company prior to June 15, 2014
and, for the avoidance of doubt, this Note is not subject to the provisions of
Article III of the Original Indenture.  Nor is this Note subject to
Section 8.01(a)(1)(B)(ii) or (iii), 8.01(b) or 8.01(c) of the Original
Indenture.

     

    The
provisions in Article 6 of the Supplemental Indenture supersede the entirety of
Section 5.01 of the Original Indenture.

     

    As
provided in and subject to the provisions of the Indenture, upon the occurrence
of a Fundamental Change, the Holder has the right, at such Holder’s option, to
require the Company to repurchase all of such Holder’s Notes or any portion
thereof (in principal amounts of $1,000 or integral multiples thereof) on the
Fundamental Change Purchase Date at a price equal to the Fundamental Change
Purchase Price.

     

    As
provided in and 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 second Scheduled Trading Day immediately preceding June 15, 2014, to convert
this Note or a portion thereof that is $1,000 or an integral multiple thereof,
into cash, shares of Common Stock or a combination thereof, at the Company’s
discretion, at the applicable Conversion Rate specified in the Indenture, as
adjusted from time to time as provided in the Indenture.

     

    As
provided in and subject to the provisions of the Indenture, the Company will
make all payments and deliveries in respect of the Fundamental Change Purchase
Price and the principal amount of the Notes on the Stated Maturity thereof, as
the case may be, to the holder who surrenders a Note to the 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.

     


    
      
        
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    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Notes to be effected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Notes at the time
outstanding.  The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Notes at the time
outstanding, on behalf of the Holders of all Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences.  Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Note.

     

    As
provided in and subject to the provisions of the Indenture, in case an Event of
Default, as defined in the Indenture, shall have occurred and be continuing, the
principal of and interest on all Notes may be declared due and payable, by
either the Trustee or Holders of not less than 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 provided
in the Indenture; provided that upon the
occurrence of an Event of Default specified in clauses (5) or (6) of Section
6.01 of the Original Indenture or clauses (g) and (h) of Section 5.01 of the
Supplemental Indenture, the principal amount of, and interest on, all the Notes
shall automatically become due and payable.

     

    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 the principal of and any premium and interest on this
Note at the time, place and rate, and in the coin and currency, herein
prescribed.

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Note is registrable in the Security Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of and interest on this Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Notes of this series and of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

     

    The Notes
are issuable only in registered form without coupons in denominations of $1,000
and any integral multiple thereof.  As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are exchangeable for
a like aggregate principal amount of Notes and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the
same.

     

    No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

     


    
      
        
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    Prior to
due presentment of this Note for registration of transfer, the Company, the
Trustee and any agent of the Company or Trustee may treat the Person in whose
name the Note is registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

     

    All
defined terms used in this Note that are defined in the Indenture shall have the
meanings assigned to them in the Indenture.

     


    
      
        
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    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

            	 
      
	 
      	 
      	
              Custodian

            
	 
      	
              (Cust)

            	 
      
	
              TEN
      ENT - as tenants by the entireties

            	 
      	 
      
	 
      	
              (Minor)

            	 
      
	
              JT
      TEN - as joint tenants with right of

              Survivorship
      and not as tenants in common

            	
              Uniform
      Gifts to Minors Act  
      (State)

            
	 
      	 
      


    

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

     


    
      
        
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    SCHEDULE
A

     

    SCHEDULE
OF EXCHANGES OF SECURITIES

     

    EXTERRAN
HOLDINGS, INC.

     

    4.25%
Convertible Senior Notes due 2014

     

    The
initial principal amount of this Registered Global Security is THREE HUNDRED
TWENTY-FIVE MILLION DOLLARS ($325,000,000).  The following, exchanges,
purchases or conversions of a part of this Registered Global Security have been
made:

     

    
      	
              Date
      of

              Exchange

            	
              Amount
      of decrease in

              principal
      amount of this

              Registered Global Security

            	
              Amount
      of increase in

              principal
      amount of this

              Registered Global Security

            	
              Principal
      amount of this

              Registered
      Global Security

              following
      such decrease or

                                 increase                   

            	
              Signature
      of

              authorized
      signatory

              of
      Trustee or             Custodian        

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    



    
      
        
          A-

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    [FORM OF
NOTICE OF CONVERSION]

     

    To:           Exterran
Holdings, Inc.

     

    The undersigned owner of this Note
hereby irrevocably exercises the option to convert this Note, or a portion
hereof (which is $1,000 or an integral multiple hereof) below designated, into
cash, shares of Common Stock or a combination thereof, at the Company’s
discretion, 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 conversion, together with any check in payment for
fractional shares of Common Stock, and any Notes representing any unconverted
principal amount hereof, be paid or issued and delivered, as the case may be, to
the registered Holder hereof unless a different name has been indicated
below.  Subject to certain exceptions set forth in the Indenture, if
this notice is being delivered on a date after the close of business on a
Regular Record Date and prior to the opening of business on the related Interest
Payment Date, this notice is accompanied by payment of an amount equal to the
interest payable on such Interest Payment Date of the principal of this Note to
be converted.  If any shares of Common Stock are to be issued in the
name of a Person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect hereto.  Any amount required to be
paid by the undersigned on account of interest accompanies this
Note.

     

    Principal
amount to be converted (in an integral multiple of $1,000, if less than
all):

     

    
      	 
      
	 
      
	 
      
	 
      
	
              Signature(s)

            
	 
      
	
              Signature(s)
      must be guaranteed

              by
      an institution which is a member of one of the following recognized
      signature Guarantee Programs:

            
	 
      
	
              (i)
      The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York
      Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange
      Medallion Program (SEMP) or (iv) another guarantee program acceptable to
      the Trustee.

            
	 
      
	 
      
	 
      
	 
      
	
              Signature
      Guarantee

            


    

    


     


    
      
        
          B-

        

         


      

      
         


        
          

        

      

      
         


      

    


    ill in
for registration of any shares of Common Stock and Notes if to be issued
otherwise than to the registered Holder.

     

    
      	 
      
	 
      
	
              (Name)

            
	 
      
	 
      
	
              (Address)

            
	 
      
	
              Please
      print Name and Address

              (including
      zip code number)

            
	 
      
	
              Social
      Security or other Taxpayer

              Identifying
      Number  _____________________

            


    

    



    
      
        
          B-

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    [FORM OF
FUNDAMENTAL CHANGE PURCHASE NOTICE]

     

    To:           Exterran
Holdings, Inc.

     

    The
undersigned registered owner of this Note hereby acknowledges receipt of a
notice from Exterran Holdings, Inc. (the “Company”) as to the occurrence of a
Fundamental Change with respect to the Company and specifying the Fundamental
Change Purchase Date and requests and instructs the Company to repay to the
registered holder hereof in accordance with the applicable provisions of this
Note and 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
Purchase 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
thereon to, but excluding, such Fundamental Change Purchase Date.

     

    In the
case of certificated 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
signature on the Fundamental Change Purchase Notice must correspond with the
name as written upon the face of the Note in every particular without alteration
or enlargement or any change whatever.

    


    



    
      
        
          C-

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    [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 _________________ to
transfer the said Note on the books of the Company, with full power of
substitution in the premises.

     

    


    


     

    


    Signature(s)

    


    Signature(s)
must be guaranteed

    by an
institution which is a member of one of the following recognized signature
Guarantee Programs:

    


    (i) The
Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock
Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
(SEMP) or (iv) another guarantee program acceptable to the Trustee.

    


    


     

    


    Signature
Guarantee

    


    



    
      
        
          D-