##### 



Exhibit 3.2

CERTIFICATE OF DESIGNATIONS

CONVERTIBLE REDEEMABLE EXCHANGEABLE PREFERRED STOCKOFWEBMD CORPORATION

Pursuant to Section 151 of the General Corporation Lawof the State of Delaware

The undersigned, Andrew C. Corbin, Executive Vice-President and Chief
Financial Officer of WebMD Corporation, a Delaware corporation (the Company),
does hereby certify in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware that, pursuant to authority
conferred upon the Board of Directors by the Amended and Restated Certificate
of Incorporation of the Company currently in effect (the Amended and Restated
Certificate of Incorporation), duly delegated to a committee (the Committee)
of the Board of Directors of the Company with the Board of Directors having
approved the voting powers set forth below, the Committee adopted a resolution
providing for the issuance of authorized shares of preferred stock of the
Company, which resolution is as follows:

WHEREAS,it is the desire of the Board of Directors and the Committee,
pursuant to its authority as aforesaid, to authorize for issuance and determine
the terms of the preferred stock;

NOW, THEREFORE, BE IT RESOLVED,that there is hereby authorized for
issuance such preferred stock on the terms and with the provisions herein set
forth:

1.     Designation and Amount.

The shares of preferred stock shall be designated as the Convertible
Redeemable Exchangeable Preferred Stock (the Preferred Stock) and the number
of shares constituting such Preferred Stock shall be 5,000,000, with a par
value of $0.0001 per share. The shares of Preferred Stock will be issued in
certificated form in Liquidation Preference denominations of $10,000 per share
and any positive integral multiple thereof.

2.     Certain Definitions.

As used in this Certificate, the following terms shall have the following
meanings, unless the context otherwise requires:

Acquisition Notice shall have the meaning assigned to it in Section 9(b)
hereof.

Affiliate means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
this purpose, control shall mean the

1



---



##### 



power to direct the management and policies of a person through the
ownership of securities, by contract or otherwise.

Amended and Restated Certificate of Incorporation shall have the meaning
assigned to it in the introductory paragraphs of this Certificate.

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

Board Resolution means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by its Board
of Directors and to be in full force and effect on the date of such
certification.

Business day is a day other than a Legal Holiday.

Capital Stock means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of the Company and all
warrants or options to acquire such capital stock.

Cash means U.S. legal tender currency.

Certificate means this Certificate of Designations relating to the
Preferred Stock.

A Change in Control of the Company shall be deemed to have occurred at
such time as:



| | (a) |  | any person acquires beneficial ownership, directly or
indirectly, through a purchase, merger or other acquisition
transaction or series of transactions, of shares of the Companys
capital stock entitling the person to exercise 50% or more of the
total voting power of all shares of the Companys capital stock that
are entitled to vote generally in elections of directors, other than
an acquisition by the Company, any of its subsidiaries or any of its
employee benefit plans; or
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the conveyance, sale, transfer or lease by the Company of all
or substantially all of its assets to another person.                                                                                                                                                                                                                                                                                                                                                                            

However, a Change in Control will not be deemed to have occurred if:



| | (a) |  | the Closing Sale Price for any five Trading Days within the
period of ten consecutive Trading Days ending immediately after the
later of the Change in Control or the public announcement of the
Change in Control, in the case of a Change in Control relating to an
acquisition of capital stock, or the period of ten consecutive
Trading Days ending immediately before the Change in Control, in the
case of a Change in Control relating to a merger, consolidation or
asset sale, equals or exceeds 105% of the Conversion Price of the
Preferred Stock in effect on each of those five Trading Days; or
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | all or substantially all (but in no event less than 90%) of
the consideration,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

2



---



##### 





| |  |  | excluding Cash payments for fractional shares of Common Stock and
Cash payments made pursuant to statutory appraisal rights, in a
merger or consolidation otherwise constituting a Change in Control
in the preceding paragraph consists of shares of common stock,
depositary receipts or other certificates representing common
equity interests traded on a national securities exchange or quoted
on the NASDAQ National Market, or will be so traded or quoted
immediately following such merger or consolidation, and as a result
of such merger or consolidation the Preferred Stock becomes
convertible solely into such common stock, depositary receipts or
other certificates representing common equity interests.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For purposes of this Change in Control definition:



| | (a) |  | whether a person is a beneficial owner will be determined
in accordance with Rule 13d-3 under the Exchange Act as in effect on
the date hereof; and     
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | a person includes any syndicate or group that would be
deemed to be a person under Section 13(d)(3) of the Exchange Act as
in effect on the date hereof.

Closing Sale Price means the price of a share of Common Stock on the
relevant date, determined on the basis of the last reported per share sale
price (or, if no last 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) of the Common Stock on such date as reported on the
NASDAQ National Market, or if the Common Stock is not quoted on the NASDAQ
National Market, as reported by the principal U.S. exchange or quotation system
the Common Stock is then listed or quoted; provided, however, in the absence of
such quotations, the Board of Directors will make a good faith determination of
the Closing Sale Price.

Combined Amount shall have the meaning assigned to it in Section 7(d)
hereof.

Commencement Date shall have the meaning assigned to it in Section 7(d)
hereof.

Common Stock means the common stock, par value $0.0001 per share, of the
Company, or such other capital stock into which the Companys common stock is
reclassified or changed.

Company means the party named as such above until a successor replaces
it pursuant to the applicable provision hereof and thereafter means the
successor.

Company Notice shall have the meaning assigned to it in Section 8(b)
hereof.

Conversion Date shall have the meaning assigned to it in Section 7(b)
hereof.

Conversion Price means, on any date, the Liquidation Preference per
share of Preferred Stock divided by the Conversion Rate in effect on such date.

Conversion Rate means the number of shares of Common Stock issuable upon
conversion of one share of Preferred Stock, as determined by dividing the
Liquidation Preference

3



---



##### 



by the Initial Conversion Price, and subject to adjustment in accordance
with Section 7 of this certificate.

Determination Date shall have the meaning assigned to it in Section 7(d)
hereof.

Distribution Date shall have the meaning assigned to it in Section 7(d)
hereof.

Distribution Declaration Date shall have the meaning assigned to it in
Section 7(d) hereof.

Election Notice shall have the meaning assigned to it in Section 8(b)
hereof.

Exchange Act shall mean the U.S. Securities Exchange Act of 1934, as
amended.

Exchange Date shall mean the date on which Subordinated Notes are issued
by the Company and authenticated by the Trustee in exchange for shares of
Preferred Stock being surrendered for exchange in accordance with Section 8(b)
hereof.

Exchange Right shall have the meaning assigned to it in Section 8(a)
hereof.

Expiration Time shall have the meaning assigned to it in Section 7(d)
hereof.

Holder means a person in whose name the shares of Preferred Stock is
registered on the books of the Company.

Initial Conversion Price means $9.40 per share of Preferred Stock.

Junior Stock shall have the meaning assigned to it in Section 3(a)
hereof.

Legal Holiday is a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the City of New York, in the State
of New York or in the city in which the Registrar or the applicable agent
engaged by the Company administers its corporate trust business.

Liquidation Preference shall have the meaning assigned to it in Section
5(a) hereof.

Notice of Conversion means the notice of conversion substantially in the
form attached to this Certificate as Exhibit B.

Officer means the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Operating Officer, the Chief Financial Officer, any
Executive Vice President, any Vice President, the Treasurer or the Secretary of
the Company.

Parity Stock shall have the meaning assigned to it in Section 3(b)
hereof.

Person or person means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or other agency or political
subdivision thereof.

4



---



##### 



Preferred Stock shall have the meaning assigned to it in Section 1
hereof.

Purchase Agreement means the Purchase Agreement, dated March 4, 2004, as
may be amended from time to time, between the Company and the several Investors
named therein.

Purchase Date shall have the meaning assigned to it in Section 9(d)
hereof.

Purchase Price shall have the meaning assigned to it in Section 9(a)
hereof.

Purchased Shares shall have the meaning assigned to it in Section 7(d)
hereof.

Put Option shall have the meaning assigned to it in Section 9(a) hereof.

Put Option Notice shall have the meaning assigned to it in Section 9(d)
hereof.

Redemption Date means a date that is fixed for redemption of the
Preferred Stock by the Company, as specified in the Redemption Notice, in
accordance with Section 6 hereof.

Redemption Notice means the written notice from the Company to the
Holders as to the redemption of the Preferred Stock delivered in accordance
with Section 6 hereof.

Redemption Price means an amount equal to the price per share payable by
the Company for any shares of Preferred Stock to be redeemed by the Company
calculated in accordance with Section 6 of this Certificate.

Registrar means the office or agency where Preferred Stock may be
presented for registration of transfer or for exchange.

Rights shall have the meaning assigned to it in Section 7(d) hereof.

Securities Act shall mean the U.S. Securities Act of 1933, as amended.

Significant Unrelated Business Acquisition shall mean the acquisition by
the Company of beneficial ownership, directly or indirectly, through a
purchase, merger or other acquisition transaction or series of transactions, of
all or substantially all assets of another person, or shares of the capital
stock of another person which entitles the Company to exercise 50% or more of
the total voting power of all shares of such persons capital stock that are
entitled to vote generally in elections of directors, of an Unrelated Business
with a fair market value (as determined in good faith by the Board of
Directors) greater than 25% or more of the Companys total assets on a
consolidated basis as of the end of the most recent fiscal quarter for which
financial statements of the Company (which may be unaudited) are available.

Subsidiary means (i) a corporation a majority of whose capital stock
with voting power, under ordinary circumstances, to elect directors is at the
time, directly or indirectly, owned by the Company, by one or more subsidiaries
of the Company or by the Company and one or more of its subsidiaries or (ii)
any other person (other than a corporation) in which the

5



---



##### 



Company, one or more its subsidiaries or the Company and one or more its
subsidiaries, directly or indirectly, at the date of determination thereof,
have at least majority ownership interest.

Subordinated Notes means the 10% Subordinated Notes due 2010 of the
Company issuable pursuant to the indenture of the Company substantially in the
form attached hereto as Exhibit C.

Trading Day means a day during which trading in securities generally
occurs on the NASDAQ National Market or, if the Common Stock is not quoted on
the NASDAQ National Market, on the principal other national or regional
securities exchange on which the Common Stock is then listed or quoted.

Triggering Distribution shall have the meaning assigned to it in Section
7(d) hereof.

Underlying Shares shall have the meaning assigned to it in Section 7(a)
hereof.

Unrelated Business shall mean a business that (i) does not operate in
one or more businesses conducted by the Company or any of its subsidiaries or
(ii) is not related or complimentary to one or more of such businesses.



|3. |  | Rank.
|-- |  | -----



| | (a) |  | The Preferred Stock shall, with respect to rights upon
liquidation, winding-up or dissolution, rank:
| | --- |  | ----------------------------------------------------------------------------------------------------
|

| | (i)  |  | senior to the Common Stock and any other class or
series of Capital Stock, the terms of which do not expressly
provide that such class or series ranks senior to or on a
parity with the Preferred Stock as to rights upon liquidation,
winding-up or dissolution of the Company (collectively,
together with any warrants, rights, calls or options
exercisable for or convertible into such Capital Stock, the
Junior Stock); and
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | on a parity with any other class or series of
Capital Stock, the terms of which expressly provide that such
class or series ranks on a parity with the Preferred Stock as
to rights upon liquidation, winding-up or dissolution of the
Company, that may hereafter be created (collectively, together
with any warrants, rights, calls or options exercisable for or
convertible into such Capital Stock, the Parity Stock).       
|

| | (b) |  | The Preferred Stock shall, with respect to dividend rights,
rank on a parity with the Common Stock and any other class or series
of Capital Stock, the terms of which do not expressly provide that
such class or series ranks senior to or junior to the Preferred
Stock as to dividend rights.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.     Dividends.

6



---



##### 



Holders of Preferred Stock shall be entitled to receive ordinary dividends
declared, paid or payable with respect to the Common Stock in an amount equal
to such dividends the Holders shall have had the right to receive had such
Holder converted such Preferred Stock immediately prior to the record date for
such distribution.

5.     Liquidation Preference.



| | (a) |  | In the event of any liquidation, winding-up or dissolution of
the Company, whether voluntary or involuntary, before any payment or
distribution of the Companys assets (whether capital or surplus)
shall be made to or set apart for the holders of Junior Stock,
holders of Preferred Stock shall be entitled to receive $10,000 per
share of Preferred Stock (the Liquidation Preference); holders of
Preferred Stock shall not be entitled to any further payment.                                                                                                                                        
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | If, upon any liquidation, winding-up or dissolution of the
Company, the Companys assets, or proceeds thereof, distributable
among the holders of Preferred Stock are insufficient to pay in full
the preferential amount aforesaid and liquidating payments on any
Parity Stock, then such assets, or the proceeds thereof, shall be
distributed among the holders of the Preferred Stock and any other
Parity Stock ratably in accordance with the respective amounts that
would be payable on such shares of Preferred Stock and any such
other Parity Stock if all amounts payable thereon were paid in full.
|
| | (c) |  | Neither the voluntary sale, conveyance, exchange or transfer,
for cash, shares of stock, securities or other consideration, of all
or substantially all of the Companys property or assets nor the
consolidation, merger or amalgamation of the Company with or into
any entity or the consolidation, merger or amalgamation of any
entity with or into the Company shall be deemed to be a voluntary or
involuntary liquidation, winding-up or dissolution of the Company.                                                                                                                                     
|
| | (d) |  | Subject to the rights of the holders of any Parity Stock,
after payment has been made in full to the holders of the Preferred
Stock, as provided in this Section 5, holders of Junior Stock shall,
subject to the respective terms and provisions (if any) applying
thereto, be entitled to receive any and all assets remaining to be
paid or distributed, and the holders of Preferred Stock shall not be
entitled to share therein.                                                                                                                                                                           

6.     Redemption.

The shares of Preferred Stock shall be redeemable by the Company in
accordance with this Section 6.



| | (a) |  | Optional Redemption.The Company may not redeem any shares
of Preferred Stock prior to March 19, 2007. On and after March 19,
2007 and to but excluding March 19, 2008, the Company shall have the
option to redeem, out of lawfully available funds, shares of
Preferred Stock, in whole or in part, at a Redemption Price in Cash
equal to 105% of the Liquidation Preference; provided that the
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7



---



##### 





| |     |  | average of the Closing Sale Prices for the five consecutive Trading
Days preceding the date of the Redemption Notice is greater than or
equal to 140% of the then current Conversion Price. On and after
March 19, 2008, the Company shall have the option to redeem, out of
lawfully available funds, shares of Preferred Stock, in whole or in
part, at a Redemption Price in Cash equal to 105% of the
Liquidation Preference.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Mandatory Redemption.The Company shall redeem all, and not
less than all, then outstanding shares of Preferred Stock on March
19, 2012, at a Redemption Price equal to 100% of the Liquidation
Preference. Such Redemption Price shall be paid in Cash or, at the
option of the Company, the Company may, or if funds are not lawfully
available for the payment of such Redemption Price, the Company
shall, pay all or a specified percentage of the Redemption Price
payable pursuant to this Section 6(b) by the issuance of a number of
shares of Common Stock available for issuance equal to the aggregate
Redemption Price payable divided by an amount equal to 90% of the
average of the Closing Sale Prices for the 15 Trading Days preceding
the Redemption Date (appropriately adjusted to take into account the
occurrence during such period of any event described in Section
7(d)); provided that the Company shall not be permitted to pay all
or any portion of the Redemption Price in shares of Common Stock
unless (i) the average of the Closing Sale Prices for the 45 Trading
Days preceding the Redemption Date shall exceed $2.00 (such amount
appropriately adjusted to take into account the occurrence after
March 19, 2004 of any event described in Section 7(d)); and (ii) the
Company shall have given timely Redemption Notice pursuant to
Section 6(c) hereof of its intention to redeem all or a specified
percentage of the Preferred Stock with shares of Common Stock as
provided herein; and provided further that the maximum number of
shares of Common Stock issuable pursuant to this Section 6(b) shall
be the aggregate publicly reported trading volume for shares of the
Common Stock on The Nasdaq National Market, or any other stock
exchange or automated quotation system on which the shares of Common
Stock are then traded, for the 45 Trading Days preceding the
Redemption Date.
|
| |     |  | If the foregoing conditions are not satisfied with respect to any
Holder prior to the close of business on the Redemption Date and
the Company has elected to purchase the Preferred Stock pursuant to
this Section 6 through the issuance of shares of Common Stock,
then, notwithstanding any election by the Company to the contrary,
the Company shall pay the entire Redemption Price of the Preferred
Stock of such Holder or Holders in Cash, subject to the
availability of lawful funds therefor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (c) |  | Redemption Procedures.In the event the Company elects to
redeem shares of Preferred Stock, the Company shall send a written
notice by first class mail to each Holder at such Holders
registered address, not less than 10 days prior to the Redemption
Date stating:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|

| | (i) |  | the Redemption Date;
| | --- |  | --------------------

8



---



##### 





| | (ii)   |  | the Redemption Price and, if applicable pursuant
to Section 6(b) hereof, whether such Redemption Price will be
paid in Cash, shares of Common Stock, or, if a combination
thereof, the percentages of the Redemption Price in respect of
which the Company will pay in Cash and shares of Common Stock;                                                                                                                                                                                                                                                                                                                               
| | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iii)  |  | the then current Conversion Rate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (iv)   |  | that holders who want to convert shares of the
Preferred Stock must satisfy the requirements set forth in
Section 7 of this Certificate and that the date on which the
right to convert the shares of the Preferred Stock called for
redemption will terminate shall be at the close of business on
the Business Day immediately preceding the Redemption Date
(unless the Company shall default in making the payment of the
Redemption Price then due, in which case the right of the
Holder to convert its whole shares of Preferred Stock shall
terminate on the date such default is cured and such Preferred
Stock is redeemed);
|
| | (v)    |  | the date on which the right to convert the shares
of Preferred Stock called for redemption will terminate and
the place or places where such Preferred Stock may be
surrendered for conversion;                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (vi)   |  | that certificates representing shares of the
Preferred Stock called for redemption must be surrendered to
the Company to collect the Redemption Price;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (vii)  |  | if fewer than all the outstanding shares of the
Preferred Stock are to be redeemed by the Company, the number
of shares to be redeemed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (viii) |  | the Preferred Stock certificate number or the numbers of the
shares of Preferred Stock that are to be redeemed; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (ix)   |  | any other information the Company wishes to
present.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|

| | (d) |  | No Fractional Shares.The Company shall not issue fractional
shares of Common Stock in payment of the Redemption Price. Instead,
the Company shall pay Cash based on the Closing Sale Price at the
close of business on the last Trading Day prior to the Redemption
Date for all fractional shares. The Closing Sale Price of a
fractional share shall be determined to the nearest 1/1,000th of a
share, by multiplying the applicable Closing Sale Price of a full
share by the fractional amount and rounding to the nearest whole
cent. It is understood that the number of shares of Common Stock
issuable upon redemption of the Preferred Stock, and the Cash
payment in lieu of fractional shares, shall be based on the
aggregate number of shares of Preferred Stock so redeemed.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (e) |  | Payment of Redemption Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

9



---



##### 





| | (i)   |  | If the Company gives a Redemption Notice pursuant
to this Section 6, then, by 12:00 p.m., New York City time, on
the Redemption Date, to the extent sufficient funds are
legally available, the Company shall segregate or cause to be
segregated Cash or shares of Common Stock, as applicable,
sufficient to pay the Redemption Price and shall pay the
Redemption Price to holders of such shares of the Preferred

Stock upon surrender of their certificates evidencing their
shares of the Preferred Stock. On and after the Redemption
Date, all rights of holders of such shares shall terminate,
other than the right of such holders to receive the Redemption
Price upon delivery of the certificates formerly evidencing
such redeemed shares of Preferred Stock, payable in accordance
with the terms hereof, unless the Company defaults in making
payment of such Redemption Price.
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | Payment of the Redemption Price for shares of the
Preferred Stock is conditioned upon transfer and delivery of
certificates representing, immediately prior to the Redemption
Date, the shares of Preferred Stock being redeemed, together
with necessary endorsements, to the Company at any time after
delivery of the Redemption Notice by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (iii) |  | If fewer than all of the outstanding shares of
Preferred Stock are to be redeemed, the number of shares to be
redeemed shall be determined by the Board of Directors and the
Company shall redeem from each Holder such Holders pro rata
share of the number of shares of Preferred Stock to be
redeemed. If any Holder of shares Preferred Stock selected
for partial redemption elects to convert any of such Holders
shares of Preferred Stock after receipt of the notice required
by Section 6(c) with respect to such partial redemption and
prior to the applicable Redemption Date, the number of shares
of Preferred Stock of such Holder that would have been
redeemed pursuant to such partial redemption shall be reduced
by the number of shares of Preferred Stock so converted.                                                                                                  
|
| | (iv)  |  | Upon surrender of a certificate or certificates
representing shares of Preferred Stock that is or are redeemed
in part, the Company shall execute and deliver to the Holder
of shares redeemed, a new certificate or certificates
representing shares of the Preferred Stock in an amount equal
to the unredeemed portion of the whole shares of Preferred
Stock surrendered for partial redemption.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

7.      Conversion.



| | (a) |  | Conversion Privilege.
| | --- |  | ---------------------
|

| | (i) |  | Prior to any redemption or exchange of the
Preferred Stock and subject to the provisions of this Section
7, each Holder may convert any whole shares of its Preferred
Stock into Common Stock (the shares of Common Stock issuable
upon such conversion, the Underlying Shares), at any
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10



---



##### 





| |       |  | time at the then current Conversion Rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | If the Preferred Stock is called for redemption
pursuant to Section 6 hereof, the date and time the right to
convert the shares of the Preferred Stock called for
redemption will terminate shall be at the close of business on
the Business Day immediately preceding the Redemption Date
(unless the Company shall default in making the payment of the
Redemption Price then due, in which case the right of the
Holder to convert its whole shares of Preferred Stock shall
terminate on the date such default is cured and such Preferred
Stock is redeemed).
|
| | (iii) |  | Preferred Stock in respect of which a Holder has
delivered an Exchange Notice pursuant to Section 8 hereof or a
Put Notice pursuant to Section 9 hereof may be converted only
if such notice is properly withdrawn in accordance with the
terms of this Certificate.                                                                                                                                                                                                                                                                                               
|
| | (iv)  |  | A Holder is not, solely by virtue of being a
Holder of shares of Preferred Stock, entitled to any rights of
a holder of Common Stock until such Holder has converted any
of its whole shares of Preferred Stock into Common Stock and,
upon such conversion, only to the extent and in respect of
such shares of Preferred Stock are deemed to have been
converted into Common Stock pursuant to this Section 7.                                                                                                                                                   
|

| | (b) |  | Conversion Procedure.
| | --- |  | ---------------------
|

| | (i)   |  | To convert shares of Preferred Stock, a Holder
must (1) complete and sign the Notice of Conversion, with the
appropriate signature guarantee, (2) surrender such Notice of
Conversion and the certificates representing the shares of
Preferred Stock to be converted to the Company and (3) furnish
appropriate endorsements and transfer documents if required by
the Company. The date on which the Holder satisfies all those
requirements is the Conversion Date.                                                
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | As promptly as practicable following the
Conversion Date, the Company shall deliver to the Holder a
certificate for, or make or cause to be made a book-entry
notation of, the number of full shares of Common Stock
issuable upon the conversion of such Preferred Stock and Cash
in lieu of any fractional share. The person in whose name the
certificate representing the Preferred Stock is registered
shall be treated as a stockholder of record of such shares of
Common Stock on and after the Conversion Date.
|
| | (iii) |  | The Company shall not issue fractional shares of
Common Stock upon conversion of any Preferred Stock. Instead,
the Company shall pay Cash based on the Closing Sale Price at
the close of business on the last Trading Day prior to the
Conversion Date for the fractional shares that would otherwise
be issuable as a result of the conversion. The Closing Sale
Price                                                                                                                                                

11



---



##### 





| |      |  | of a fractional share shall be determined to the nearest
1/1,000th of a share, by multiplying the applicable Closing
Sale Price of a full share by the fractional amount and
rounding to the nearest whole cent. It is understood that if
a Holder elects to have more than one share converted, the
number of shares of Common Stock issuable upon conversion and
the Cash payment in lieu of fractional shares shall be based
on the aggregate Liquidation Preference of the Preferred
Stock converted.                                                                                                                                                                    
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iv) |  | Upon surrender of a certificate or certificates
representing shares of the Preferred Stock to be converted in
part, the Company shall execute, authenticate and deliver to
the Holder, a new certificate or certificates representing
shares of the Preferred Stock in an amount equal to the
unconverted portion of the whole shares of Preferred Stock
surrendered for conversion.                                                                                                                                                                                                                                                                                         
|
| | (v)  |  | If the last day on which the Preferred Stock may
be converted is a Legal Holiday in a place where the Companys
headquarters are located, the Preferred Stock may be
surrendered to the Company on the next succeeding day that is
not a Legal Holiday.                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (vi) |  | If a Holder converts its shares, the Company
shall pay any documentary, stamp or similar issue or transfer
tax due on the issue of shares of Common Stock upon the
conversion, if any. However, the Holder shall pay any such
tax which is due because the shares are issued in a name other
than the Holders name. The Company may refuse to deliver the
certificates representing the Common Stock being issued in a
name other than the Holders name until it receives a sum
sufficient to pay any tax which shall be due because the
shares are to be issued in a name other than the Holders
name. Nothing herein shall preclude any withholding tax
required by law.
|

| | (c) |  | Company to Deliver Common Stock.
| | --- |  | --------------------------------
|

| | (i)  |  | The Company shall reserve out of its authorized
but unissued shares of Common Stock or Common Stock held in
its treasury enough shares of Common Stock to permit the
conversion of all of the shares of Preferred Stock. All
shares of Common Stock that may be issued upon conversion of
the Preferred Stock shall be validly issued, fully paid and
nonassessable.
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | The Company will endeavor to comply with all
securities laws regulating the offer and delivery of shares of
Common Stock upon conversion of the shares of Preferred Stock
and will endeavor to list such shares on each national
securities exchange or automated quotation system on which the
Common Stock is listed or quoted.                                   
|

| | (d) |  | Adjustment of Conversion Rate.On and after the date of
effectiveness of this
| | --- |  | ----------------------------------------------------------------------------

12



---



##### 





| | Certificate, the Conversion Rate shall be subject to adjustment
from time to time as follows:
| | ---------------------------------------------------------------------------------------------
|
| | (i)                                                                                          
|
| | (ii)                                                                                         
|
| | (iii)                                                                                        

13



---



##### 





| |      |  | out of current or retained earnings) or shall distribute to
all or substantially all holders of Common Stock rights,
options or warrants to subscribe for securities (in each case
other than those referred to in Section 7(d)(i) and (ii)
above and Section 7(d)(iv) and (v) below), then in each such
case the Conversion Rate shall be increased by multiplying
the Conversion Rate in effect immediately prior to the close
of business on the record date for the determination of
stockholders entitled to such distribution by a fraction of
which the numerator shall be the current market price per
share of Common Stock (determined as provided in Section
7(d)(vii) below) on such date and the denominator shall be
such current market price less the fair market value (as
determined by the Board of Directors whose determination
shall be conclusive and described in a Board Resolution) on
such date of the portion of the evidences of indebtedness,
shares of capital stock, cash and other assets to be
distributed or of such subscription rights, options or
warrants applicable to one share of Common Stock, such
increase to become effective immediately prior to the opening
of business on the day following such record date.
Notwithstanding the foregoing, in the event that the Company
shall distribute rights, options or warrants (other than
those referred to in Section 7(d)(ii) above) (Rights) pro
ratato holders of Common Stock, the Company may, in lieu of
making any adjustment pursuant to this Section 7(d)(iii), and
subject to the availability of lawful funds therefor, make
proper provision so that each Holder of a Preferred Stock who
converts such Preferred Stock (or any portion thereof) after
the record date for such distribution and prior to the
expiration or redemption of the Rights shall be entitled to
receive upon such conversion, in addition to the Underlying
Shares, a number of Rights to be determined as follows: (1)
if such conversion occurs on or prior to the date for the
distribution to the holders of Rights of separate
certificates evidencing such Rights (the Distribution
Date), the same number of Rights to which a holder of a
number of shares of Common Stock equal to the number of
shares of Underlying Shares is entitled at the time of such
conversion in accordance with the terms and provisions of and
applicable to the Rights; and (2) if such conversion occurs
after the Distribution Date, the same number of Rights to
which a holder of the number of shares of Common Stock into
which the amount of the Preferred Stock so converted was
convertible immediately prior to the Distribution Date would
have been entitled on the Distribution Date in accordance
with the terms and provisions of and applicable to the
Rights.
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iv) |  | In case the Company shall make a distribution
(the Triggering Distribution, and the amount of the
Triggering Distribution, together with the sum of (1) and (2)
below in this subsection, the Combined Amount) consisting
exclusively of cash to all or substantially all holders of
Common Stock (including any distributions of cash out of
current or retained earnings of the Company, but excluding any
cash that is distributed as part of a distribution requiring a
Conversion Rate adjustment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

14



---



##### 





| |     |  | pursuant to Section 7(d)(iii) above or Section 7(d)(v)
below), in an aggregate amount that, together with the sum of
(1) the aggregate amount of any cash and the fair market
value (as determined in good faith by the Board of Directors,
whose determination shall be conclusive thereof and described
in a Board Resolution), as of the expiration of the tender or
exchange offer referred to below, of any other consideration
payable in respect of any tender or exchange offer by the
Company or a subsidiary of the Company for all or any portion
of the Common Stock consummated within the 12 months
preceding the date of payment of the Triggering Distribution
and in respect of which no Conversion Rate adjustment has
been made pursuant to this Section 7(d), and (2) the
aggregate amount of all other cash distributions to all or
substantially all holders of Common Stock made within the 12
months preceding the date of payment of the Triggering
Distribution and in respect of which no Conversion Rate
adjustment has been made pursuant to this Section 7(d),
exceeds 10% of the product of the current market price per
share (as determined in accordance with Section 7(d)(vii)
below) of the Common Stock on the close of business, New York
City time, on the business day (the Distribution Declaration
Date) immediately preceding the day on which the Triggering
Distribution is declared by the Company and the number of
shares of Common Stock outstanding on the Distribution
Declaration Date (excluding shares held in the treasury of
the Company), the Conversion Rate shall be adjusted by
multiplying the Conversion Rate in effect immediately prior
to the effectiveness of the Conversion Rate adjustment
contemplated by this Section 7(d)(iv) by a fraction (y) the
numerator of which shall be such current market price per
share of Common Stock and (z) the denominator of which shall
be (I) such current market price per share of Common Stock
less (II) the number obtained by dividing the Combined Amount
by such number of shares of Common Stock outstanding. Such
adjustment shall become effective immediately prior to the
opening of business on the day following the Distribution
Declaration Date.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (v) |  | In case a repurchase (including by way of tender
offer or exchange offer) made by the Company or any of its
subsidiaries for all or any portion of the Common Stock shall
expire and such repurchase (as amended upon the expiration
thereof) shall require the payment to stockholders (based on
the acceptance (up to any maximum specified in the terms of
the repurchase) of Purchased Shares (as defined below)) of an
aggregate consideration having a fair market value (as
determined by the Board of Directors, whose determination
shall be conclusive and set forth in a Board Resolution) that
combined together with:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|

| | (A) |  | the aggregate of the cash plus the
fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and
set forth in a Board Resolution), as of the expiration
of such
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | repurchase, of other consideration payable in respect
of any other tender offers, exchange offers or other
repurchases, by the Company or any of its subsidiaries
for all or any portion of the Common Stock expiring
within the 12 months preceding the expiration of such
repurchase and in respect of which no adjustment
pursuant to this Section 7(d) has been made; and                                                                                                                                                                                                                                                                                                                 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | the aggregate amount of any
distributions to all or substantially all holders of the
Companys Common Stock made exclusively in cash within
the 12 months preceding the expiration of such
repurchase and in respect of which no adjustment
pursuant to Section 7(d) has been made,                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | exceeds 10% of the product of (x) the current market price
per share (as determined in accordance with Section
7(d)(vii)) as of the last time (the Expiration Time)
tenders, exchanges or other repurchases could have been made
pursuant to such repurchase (as it may be amended) and (y)
the number of shares of Common Stock outstanding (including
any tendered shares, exchanged shares or repurchased shares)
at the Expiration Time, then, and in each such case,
immediately prior to the opening of business on the day after
the date of the Expiration Time, the Conversion Rate shall be
adjusted by multiplying the Conversion Rate in effect
immediately prior to the close of business on the date of the
Expiration Time by a fraction:
|
| | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | the numerator of which shall be the
sum of (x) the fair market value (determined as
aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum
specified in the terms of the tender offer, exchange
offer or other repurchase offer) of all shares validly
tendered or exchanged and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the Purchased
Shares) and (y) the product of the number of shares of
Common Stock outstanding (less any Purchased Shares) at
the Expiration Time and the current market price of the
Common Stock as of the Expiration Time; and
|
| | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | the denominator of which shall be the
number of shares of Common Stock outstanding (including
any tendered, exchanged or repurchased shares) at the
Expiration Time multiplied by the current market price
of the Common Stock as of the Expiration Time.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | Such adjustment (if any) shall become effective immediately
prior to the opening of business on the day following the
Expiration Time. In the event that the Company is obligated
to purchase shares pursuant to any such repurchase, but the
Company is permanently prevented by applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                              

16



---



##### 





| |       |  | law from effecting any such repurchase or all such repurchase
are rescinded, the Conversion Rate shall again be adjusted to
be the Conversion Rate which would then be in effect if such
repurchase had not been made. If the application of this
Section 7(d)(v) to any repurchase (including by way of tender
offer or exchange offer) would result in a decrease in the
Conversion Rate, no adjustment shall be made for such
repurchase under this Section 7(d)(v).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (vi)  |  | In addition to the foregoing adjustments in
subsections (i), (ii), (iii), (iv) and (v) above, the Company,
from time to time and to the extent permitted by law, may
increase the Conversion Rate by any amount for at least 20
days or such longer period as may be required by law, if the
Board of Directors of the Company has made a determination,
which determination shall be conclusive, that such increase
would be in the best interests of the Company, provided that
the effective Conversion Price is not less than the par value
of a share of Common Stock. The Company shall cause notice of
such increase to be mailed to each Holder at such Holders
address as the same appears on the Companys books, at least
15 days prior to the date on which such increase commences.
Any increase, however, will not be taken into account for
purposes of determining whether the Closing Sale Price equals
or exceeds the Conversion Price by 105% in connection with an
event that otherwise would be a Change in Control. Such
conversion rate increase shall be irrevocable during such
period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (vii) |  | For the purpose of any computation under
subsections (i), (ii), (iii), (iv) and (v) above of this
Section 7(d), the current market price per share of Common
Stock on the date fixed for determination of the stockholders
entitled to receive the issuance or distribution requiring
such computation (the Determination Date) shall be deemed to
be the average of the Closing Sale Price for the ten
consecutive Trading Days immediately preceding the
Determination Date; provided, however, that (1) if the ex
date for any event (other than the issuance or distribution
requiring such computation) that requires an adjustment to the
Conversion Rate pursuant to subsection (i), (ii), (iii), (iv)
or (v) above occurs on or after the tenth Trading Day prior to
the Determination Date and prior to the ex date for the
issuance or distribution requiring such computation, the
Closing Sale Price for each Trading Day prior to the ex date
for such other event shall be adjusted by multiplying such
Closing Sale Price by the reciprocal of the fraction by which
the Conversion Rate is so required to be adjusted as a result
of such other event, (2) if the ex date for any event (other
than the issuance or distribution requiring such computation)
that requires an adjustment to the Conversion Rate pursuant to
subsection (i), (ii), (iii), (iv) or (v) above occurs on or
after the ex date for the issuance or distribution requiring
such computation and on or prior to the Determination Date,
the Closing Sale Price for each Business Day on and

17



---



##### 





| |        |  | after the ex date for such other event shall be adjusted by
multiplying such Closing Sale Price by the same fraction by
which the Conversion Rate is so required to be adjusted as a
result of such other event, and (iii) if the ex date for
the issuance or distribution requiring such computation is on
or prior to the Determination Date, after taking into account
any adjustment required pursuant to clause (1) or (2) of this
proviso, the Closing Sale Price for each Trading Day on and
after the ex date shall be adjusted by adding thereto the
amount of any cash and the fair market value (as determined
by the Board of Directors in a manner consistent with any
determination of such value for the purposes of this Section
7(d), whose determination shall be conclusive and described
in a Resolution of the Board of Directors) of the evidences
of indebtedness, shares of capital stock or other securities
or assets being distributed (in the distribution requiring
such computation) applicable to one share of Common Stock as
of the close of business on the day before such ex date.
For the purpose of any computation under subsection (v) of
this Section 7(d), the current market price per share of
Common Stock at the expiration time for the repurchase
requiring such computation shall be deemed to be the average
of the Closing Sale Price for the ten consecutive Trading
Days commencing on the Business Day immediately following the
expiration time of such repurchase (the Commencement Date);
provided, however, that if the ex date for any event (other
than the repurchase requiring such computation) that requires
an adjustment to the Conversion Rate pursuant to subsection
(i), (ii), (iii), (iv) or (v) above occurs on or after the
expiration time for the repurchase requiring such computation
and prior to the day in question, the Closing Sale Price for
each Trading Day on or after the ex date for such other
event shall be adjusted by multiplying such Closing Sale
Price by the same fraction by which the Conversion Rate is so
required to be adjusted as a result of such other event.
| | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |        |  | For purposes of this subsection, the term ex date, (i) when
used with respect to any issuance or distribution, means the
first date on which the Common Stock trades regular way on
the relevant exchange or in the relevant market from which
the Closing Sale Price was obtained without the right to
receive such issuance or distribution, (ii) when used with
respect to any subdivision or combination of shares of Common
Stock, means the first date on which the Common Stock trades
regular way on such exchange or in such market after the time
at which such subdivision or combination becomes effective,
and (iii) when used with respect to any repurchase means the
first date on which the Common Stock trades regular way on
such exchange or in such market after the expiration time of
such repurchase (as it may be amended or extended).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (viii) |  | No adjustment in the Conversion Rate shall be required until
cumulative adjustments amount to 1% or more of the Conversion
Rate as last adjusted; provided,however,that any adjustments
which by reason of this                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

18



---



##### 





| |      |  | Section 7(d)(viii) are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 7(d) shall
be made to the nearest cent or to the nearest one-hundredth
of a share, as the case may be. No adjustment need be made
for rights to purchase Common Stock pursuant to a Company
plan for reinvestment of dividends or interest. No
adjustment need be made for a change in the par value of the
Common Stock.                                                                                                                                                                                                                                               
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ix) |  | If any rights, options or warrants issued by the
Company as described in Section 7(d) are only exercisable upon
the occurrence of certain triggering events, then the
Conversion Rate will not be adjusted as provided in Section
7(d) until the earliest of such triggering events occurs.
Upon the expiration or termination of any rights, options or
warrants without the exercise of such rights, options or
warrants, the Conversion Rate then in effect shall be adjusted
immediately to the Conversion Rate which would have been in
effect at the time of such expiration or termination had such
rights, options or warrants, to the extent outstanding
immediately prior to such expiration or termination, never
been issued.
|
| | (x)  |  | No adjustment need be made for a transaction
referred to in this Section 7(d) if Holders are to participate
in the transaction without conversion on a basis and with
notice that the Board of Directors determines to be fair and
appropriate in light of the basis and notice on which holders
of Common Stock participate in the transaction.                                                                                                                                                                                                                                                                                                                                                                                         
|

| | (e) |  | Other Adjustments.
| | --- |  | ------------------
|

| | (i)  |  | In the event that, as a result of an adjustment
made pursuant to Section 7(d) hereof, the Holder of any
Preferred Stock thereafter surrendered for conversion shall
become entitled to receive any shares of Capital Stock other
than shares of Common Stock, thereafter the Conversion Rate
for such other shares so receivable upon conversion of any
Preferred Stock shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to Common Stock
contained in this Section 7(d).
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | The Company may make such increases in the
Conversion Rate, in addition to those required by Section 7(d)
hereof, as it determines to be advisable in order that any
stock dividend, subdivision of shares, distribution or rights
to purchase stock or securities or distribution of securities
convertible into or exchangeable for stock made by the Company
or to its stockholders will not be taxable to the recipients
thereof.                                                                                                                               
|

| | (f) |  | Notice of Conversion Rate Adjustment.Whenever the Conversion
Rate is adjusted, the Company shall promptly mail to Holders at the
addresses appearing
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

19



---



##### 





| |     |  | on the Registrars books a notice of the adjustment briefly stating
the facts requiring the adjustment and the manner of computing it.
The notice shall be conclusive evidence of the correctness of such
adjustment.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (g) |  | Notice of Certain Transactions. In the event that:                                                                                                                                                                   
|

| | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | the Company takes any action which would require
an adjustment in the Conversion Rate;                                        
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | the Company takes any action pursuant to Section
7(h) below that would require an amendment to this
Certificate; or           
|
| | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | there is a merger that is reasonably expected to
result in a Change in Control, a dissolution or a liquidation
of the Company,
|
| | a Holder may wish to convert its Preferred Stock into shares of
Common Stock prior to the record date for or the effective date of
the transaction so that he may receive the rights, warrants,
securities or assets which a holder of shares of Common Stock on
that date may receive. Therefore, the Company shall mail to
Holders at the addresses appearing on the books of the Registrar a
notice stating the proposed record or effective date, as the case
may be, of any transaction referred to in clause (i), (ii) or (iii)
of this Section 7(g). The Company shall mail such notice at least
15 days before such date; however, failure to mail such notice or
any defect therein shall not affect the validity of any transaction
referred to in clause (i), (ii) or (iii) of this Section 7(g).
|

| | (h) |  | Effect of Reclassifications, Consolidations, Mergers, Binding
Share Exchanges or Sales on Conversion Privilege.If any of the
following shall occur, namely:
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | (i)                                                                                                                                                            |  | any reclassification or change in the Common
Stock issuable upon conversion of the Preferred Stock (other
than a change in par value, or from par value to no par value,
or from no par value to par value, or as a result of a
subdivision or combination); or                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)                                                                                                                                                           |  | any consolidation, merger or binding share
exchange to which the Company is a party other than a merger
in which the Company is the continuing corporation and which
does not result in any reclassification of, or change (other
than a change in name, or par value, or from par value to no
par value, or from no par value to par value or as a result of
a subdivision or combination) in, the Common Stock or any
consolidation or merger or binding share exchange to which the
Company is a party and as a result thereof all or part of the
outstanding shares of Common Stock shall be converted into or
exchanged for stock or other securities of any person other
than the Company or its successor;
|
| | Holders of then shares of Preferred Stock that remain outstanding
thereafter, if any, shall thereafter have the right to convert such
shares into the kind and

20



---



##### 





| |  |  | amount of shares of stock and other securities and property
(including cash) receivable upon such reclassification, change,
consolidation, merger or binding share exchange by a holder of the
number of shares of Common Stock deliverable upon conversion of
such shares of Preferred Stock immediately prior to such
reclassification, change, consolidation, merger or binding share
exchange, which kind and amount shall thereafter be subject to
adjustment in a manner equivalent to the adjustments of the
Conversion Rate provided for in Section 7(d) hereof. The
foregoing, however, shall not in any way affect the right a Holder
may otherwise have, pursuant to clause (2) of the last sentence of
subsection (iii) of Section 7(d) hereof, to receive Rights upon
conversion of a Preferred Stock. Notwithstanding the foregoing,
if, in the case of any such consolidation, merger or binding share
exchange, the stock or other securities and property (including
cash) receivable thereupon by a holder of Common Stock includes
shares of stock or other securities and property of an entity other
than the successor, as the case may be, in such consolidation,
merger or binding share exchange, then, as a condition thereto,
such other person shall make such adequate provision by board
resolution, its organizational documents, or otherwise, to protect
the interests of the Holders of Preferred Stock that are to remain
outstanding thereafter, if any, as the Board of Directors shall
reasonably consider necessary by reason of the foregoing. The
Board of Directors expressly reserves the right to cancel all
shares of Preferred Stock in exchange for preferred stock of such
other person, with similar rights and designation. The provision
of this Section 7(h) shall similarly apply to successive
consolidations, mergers or binding share exchanges, sales or
conveyances. This Section 7(h) shall not apply to any
consolidation, merger or binding share exchange, sale or conveyance
of all or substantially all of the property or business of the
Company as an entirety that does not result in any
reclassification, conversion, exchange or cancellation of the
Common Stock.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8. |  | Exchange Right
|-- |  | --------------



| | (a) |  | Subject to the availability of lawful funds therefor, each
Holder shall have the right, at the Holders option, to require the
Company to exchange for Subordinated Notes (the Exchange Right) in
accordance with the provisions of this Section 8 all, and not less
than all, of such Holders shares of Preferred Stock if the average
of the Closing Sale Prices for the three-month period ending March
19, 2008 is less than $7.50 per share.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | If the conditions specified in Section 8(a) are met, the
Company shall give written notice of the Exchange Right to the
Holders (the Company Notice). The Company Notice shall be sent by
first-class mail to each Holder by March 23, 2008, shall include a
written notice of election to be used by Holders for purposes of
exercising such Exchange Right (Election Notice), and shall state,
among other things:                            
|

| | (i) |  | a description of the procedures which a Holder
must follow to exercise an Exchange Right and a brief
description of those rights;
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------

21



---



##### 





| | (ii)   |  | that, in order to exercise the Exchange Right,
certificates representing shares of Preferred Stock are to be
surrendered to the Company;                                                                                                                                        
| | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iii)  |  | that shares of Preferred Stock as to which an
Election Notice has been given may be converted only in
accordance with Section 7 hereof and only if the applicable
Election Notice has been withdrawn in accordance with the
terms hereof;                                       
|
| | (iv)   |  | the procedures for withdrawing an Election
Notice;                                                                                                                                                                                                                              
|
| | (v)    |  | the then existing Conversion Rate;                                                                                                                                                                                                                                              
|
| | (vi)   |  | the place or places where such shares of
Preferred Stock may be surrendered for conversion;                                                                                                                                                                                     
|
| | (vii)  |  | that all rights of the Holders of such shares of
Preferred Stock shall terminate with respect to such shares on
the Exchange Date, other than the right to receive the
Subordinated Notes issuable upon exchange of the Preferred
Stock in accordance with the terms hereof; and
|
| | (viii) |  | the Preferred Stock certificate number or numbers of the
shares of Preferred Stock held by such Holder.                                                                                                                                                                         
|

| | (c) |  | To exercise an Exchange Right, a Holder shall:
| | --- |  | ----------------------------------------------
|

| | (i)  |  | deliver to the Company its Election Notice which
Election Notice must be delivered to the Company by the close
of business on March 29, 2008 and must specify an Exchange
Date of not less than 60 days from the date of the Election
Notice; and
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | deliver to the Company the stock certificates
evidencing the number of shares of Preferred Stock with
respect to which the Exchange Right is being exercised, duly
endorsed for transfer to the Company.                                         
|

| | (d) |  | In the event an Exchange Right shall be exercised in
accordance with the terms hereof, the Company shall on the Exchange
Date issue in the name of the Holder exercising such Exchange Right,
Subordinated Notes in an aggregate principal amount equal to the
aggregate Liquidation Preference of the shares of Preferred Stock
being surrendered for exchange pursuant to this Section 8.                                                                                                                                                                              
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (e) |  | Notwithstanding anything herein to the contrary, any Holder
delivering to the Company an Election Notice contemplated by this
Section 8 shall have the right to withdraw such Election Notice at
any time prior to the close of business on the second Business Day
prior to the Exchange Date by delivery of a written notice of
withdrawal to the Company. Shares of Preferred Stock as to which an
Election Notice has been given may be converted only in accordance
with Section 7 hereof and only if the applicable Election Notice has
been so properly withdrawn.

22



---



##### 





|9. |  | Redemption of Preferred Stock Upon Significant Unrelated Business
Acquisition or Change in Control
|-- |  | --------------------------------------------------------------------------------------------------



| | (a) |  | Subject to the availability of lawful funds therefor, upon
any Significant Unrelated Business Acquisition or Change in Control,
to the extent that any shares of Preferred Stock remain outstanding
thereafter, each Holder of such shares of Preferred Stock shall have
the right, at the Holders option (the Put Option), to require the
Company to redeem all or a portion of such Holders shares of
Preferred Stock at a Purchase Price in Cash equal to the Liquidation
Preference (Purchase Price).
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | If the conditions specified in Section 9(a) are met, within
30 days after the occurrence of a Significant Unrelated Business
Acquisition or Change in Control, the Company shall mail to all
Holders a notice (the Acquisition Notice) of the occurrence of
such Significant Unrelated Business Acquisition or Change in Control
and the Put Option arising as a result thereof. Such Acquisition
Notice shall state:                                                                                        
|

| | (i)    |  | the date of the Significant Unrelated Business
Acquisition or Change in Control, as the case may be;                                                                                                                                                                     
| | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)   |  | a brief description of the Put Option and the
procedures which a Holder must follow to exercise its Put
Option;                                                                                                                                                          
|
| | (iii)  |  | to the extent that lawful funds are not
available for the redemption of all Holders shares of
Preferred Stock, the percentage of the shares of Preferred
Stock then outstanding in respect of which there may be a
redemption by the Company pursuant to this Section 9;
|
| | (iv)   |  | the date by which the Put Option must be
exercised;                                                                                                                                                                                                                      
|
| | (v)    |  | the Purchase Price;                                                                                                                                                                                                                                                      
|
| | (vi)   |  | that, in exercising the Put Option, the shares of
Preferred Stock must be surrendered to the Company for payment
of the Purchase Price;                                                                                                                                  
|
| | (vii)  |  | that Preferred Stock as to which a Put Option
Notice has been given may be converted only in accordance with
Section 7 hereof if the applicable Put Option Notice has been
withdrawn in accordance with the terms hereof;                                                
|
| | (viii) |  | the procedures for withdrawing a Put Option Notice;                                                                                                                                                                                                                      
|
| | (ix)   |  | the then existing Conversion Rate, and any
adjustment to the Conversion Rate that will result from the
Significant Unrelated Business Acquisition or Change in
Control;                                                                                                  

23



---



##### 





| | (x)   |  | the place or places where such Preferred Stock
may be surrendered for conversion;                                                                                                                                                                                                                                                                                                      
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (xi)  |  | that all rights of the Holders shall terminate
with respect to such Preferred Stock on the Purchase Date,
other than the right to receive the Purchase Price upon
delivery of the certificates formerly evidencing such
purchased shares of Preferred Stock, unless the Company
defaults in making payment on the Preferred Stock for which a
Put Option Notice has been submitted; and
|
| | (xii) |  | the Preferred Stock certificate number or the
numbers of shares of Preferred Stock held by such Holder.                                                                                                                                                                                                                                                                                
|

| | (c) |  | No failure of the Company to give the foregoing notice shall
limit any such Holders right to exercise a Put Option.                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | To exercise the Put Option, such a Holder must deliver on or
before the close of business on the 30th day after the date of the
Acquisition Notice irrevocable written notice to the Company (the
Put Option Notice) of the Holders election to exercise of such
Put Option together with the stock certificates evidencing the
shares of Preferred Stock with respect to which the Put Option is
being exercised, duly endorsed for transfer to the Company. The
date on which the Holder satisfies all such requirements is the
Purchase Date.



|10. |  | Tax.
|--- |  | ----



| |  | The Company shall be entitled to deduct and withhold in respect of the
Preferred Stock such amounts as the Company is required to withhold and
deduct under applicable federal, state, local or foreign tax laws.
Amounts that are so withheld and deducted shall be treated hereunder as
having been paid to the Holder in respect of which the withholding and
deduction was made.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|11. |  | Form.
|--- |  | -----



| | (a) |  | The shares of Preferred Stock shall be issued in the form of
one or more permanent certificated shares substantially in the form
attached hereto as Exhibit A. The certificates evidencing the
Preferred Stock also may have notations, legends or endorsements
required by law, stock exchange rules, agreements to which the
Company is subject, if any, or usage, in a form acceptable to the
Company.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | An Officer shall sign the certificate representing the
Preferred Stock, in accordance with the Companys bylaws and
applicable law, by manual or facsimile signature. If an Officer
whose signature is on a certificate no longer holds that office, the
certificate representing the Preferred Stock shall be valid
nevertheless.                                                                       

24



---



##### 





|12. |  | Restrictions on Transfer.
|--- |  | -------------------------



| |  | The shares of Preferred Stock and, until the Preferred Stock is converted
into shares of Common Stock, the Underlying Shares shall not be
transferable by the Holders thereof other than in accordance with the
terms and conditions set forth in the Purchase Agreement.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|13. |  | Registrar; Transfer Agent
|--- |  | -------------------------

The Company may appoint one or more registrars, paying agents, transfer
agents and/or conversion agents in respect of its obligations hereunder.



|14. |  | Headings.
|--- |  | ---------

The headings of the Sections of this Certificate are for convenience of
reference only and shall not define, limit or affect any of the provisions
hereof.

25



---



##### 



IN WITNESS WHEREOF, WebMD Corporation has caused this Certificate of
Designations to be signed by the undersigned this 4th day of March, 2004.

| |  |                   |        |                                                     
| |  | ----------------- | ------ | ----------------------------------------------------
| |  | WEBMD CORPORATION
| |  |                   |        |                                                     
| |  | By:               |        | /s/ Andrew C. Corbin                                
| |  |                   |       
| |  |                   | Name:  | Andrew C. Corbin                                    
| |  |                   | Title: | Executive
Vice-President and Chief Financial Officer





---



##### 



EXHIBIT A

FORM OF
CONVERTIBLE REDEEMABLE EXCHANGEABLE PREFERRED STOCK

[FACE OF SECURITY]

|                |  |                
|--------------- |  | ---------------
|Number: _______ |  | ________ Shares

CONVERTIBLE REDEEMABLE EXCHANGEABLE PREFERRED STOCK

Par Value $0.0001 per share
Liquidation Preference $10,000 per share
OFWEBMD CORPORATION

THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY AND THE 10% SUBORDINATED NOTES DUE 2010 THAT ARE ISSUABLE UPON
EXCHANGE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE SECURITIES LAWS.

NONE OF THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS SECURITY, THE 10% SUBORDINATED NOTES DUE 2010 THAT ARE ISSUABLE UPON
EXCHANGE OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS: (1) SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AND (2) THE COMPANY CONSENTS IN
WRITING TO SUCH DISPOSITION.

THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER. THE HOLDER OF
THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER
AS SET FORTH IN THE CERTIFICATE OF DESIGNATION PURSUANT TO WHICH THIS SECURITY
IS ISSUED AND THE PURCHASE AGREEMENT, DATED MARCH 4, 2004, AS MAY BE AMENDED
FROM TIME TO TIME, BETWEEN THE COMPANY AND THE INVESTORS NAMED THEREIN.





---



##### 



WEBMD CORPORATION, a Delaware corporation (the Company), hereby certifies
that _________________________is the registered owner of fully paid and
non-assessable shares of preferred stock of the Company designated the
Convertible Redeemable Exchangeable Preferred Stock, par value $0.0001 per
share and liquidation preference $10,000 per share (the Preferred Stock).

The shares of Preferred Stock are transferable on the books and records of the
Company, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer. The designation,
rights, privileges, restrictions, preferences and other terms and provisions of
the Preferred Stock represented hereby are issued and shall in all respects be
subject to the provisions of the Certificate of Designations of the Company
dated March 19, 2004, as the same may be amended from time to time in
accordance with its terms (the Certificate of Designations).

Capitalized terms used herein but not defined shall have the respective
meanings given them in the Certificate of Designations. The Company will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

Reference is hereby made to select provisions of the Preferred Stock set forth
on the reverse hereof, and to the Certificate of Designations, which select
provisions and the Certificate of Designations shall for all purposes have the
same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of
Designations and is entitled to the benefits thereunder.

Unless this certificate has been properly executed, the shares of Preferred
Stock evidenced hereby shall not be entitled to any benefit under the
Certificate of Designations or be valid or obligatory for any purpose.





---



##### 



IN WITNESS WHEREOF, WebMD Corporation has executed this certificate as of
the date set forth below.

| |  |                   |        | 
| |  | ----------------- | ------ | 
| |  | WEBMD CORPORATION
| |  |                   |        | 
| |  | By:               |        | 
| |  |                   |        | 
| |  |                   | Name:  | 
| |  |                   | Title: | 

Dated:





---



##### 



[REVERSE OF SECURITY]

WEBMD CORPORATION

Convertible Redeemable Exchangeable Preferred Stock

The shares of Preferred Stock shall be redeemable as provided in the
Certificate of Designations.

The shares of Preferred Stock shall be convertible into the Companys Common
Stock in the manner and according to the terms set forth in the Certificate of
Designations.

Subject to the availability of lawful funds therefor, the shares of Preferred
Stock shall be exchangeable for the Companys 10% Subordinated Notes due 2010
in the manner and according to the terms set forth in the Certificate of
Designations.

Subject to the availability of lawful funds therefor, upon a Significant
Unrelated Business Acquisition, Holders will have the right to require the
Company to purchase such shares in the manner and according to the terms set
forth in the Certificate of Designations.





---



##### 



EXHIBIT B

NOTICE OF CONVERSION(To be Executed and Delivered by the Holder in order to Convert
the Preferred Stock)

The undersigned hereby irrevocably elects to convert (the Conversion)
     shares of Convertible Redeemable Exchangeable Preferred Stock (the
Preferred Stock) represented by stock certificate No(s).      (the
Preferred Stock Certificates) into shares of common stock, par value $0.0001
per share (the Common Stock), of WebMD Corporation (the Corporation)
according to the conditions of the Certificate of Designations establishing the
terms of the Preferred Stock (the Certificate of Designations), as of the
date written below.

If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates. No fee will be charged to
the holder for any conversion, except for transfer taxes, if any. A copy of
each Preferred Stock Certificate is attached hereto (or evidence of loss, theft
or destruction thereof).

The Company is not required to issue shares of Common Stock until the
original Preferred Stock Certificate(s) (or evidence of loss, theft or
destruction thereof) to be converted are received by the Company. The Company
shall issue and deliver shares of Common Stock to an overnight courier not
later than three Business Days following receipt of the original Preferred
Stock Certificate(s) to be converted.

Capitalized terms used but not defined herein shall have the meanings
ascribed thereto in or pursuant to the Certificate of Designations.

|                                                          | 
|--------------------------------------------------------- | 
|Conversion Date: __________________________________       | 
|Applicable Conversion Rate: ________________________      | 
|Number Preferred Stock to be Converted: ____________      | 
|Number of shares of Common
Stock to be Issued: __________ | 
|Signature: ______________________________________________ | 
|Name: ________________________________________________    | 
|Address:1________                                         | 
|Fax No.: ______________                                   | 



---

|1 Address where shares of Common Stock and any other payments or certificates
shall be sent by the Company.
|-----------------------------------------------------------------------------------------------------------





---



##### 



EXHIBIT C

FORM OF INDENTURE





---



##### 



Exhibit C

---

---

WEBMD CORPORATION

and

[          ]

as Trustee



---

INDENTURE

Dated as of [        ], 2008



---

$[        ] Principal Amount

10% Subordinated Notes due 2010



---

---





---



##### 



CROSS-REFERENCE TABLE*

|        |                    |           |  |                   | 
|------- | ------------------ | --------- |  | ----------------- | 
|TIA     |                    | Indenture
|Section |                    | Section  
|        |                    |          
|310     | (a)(1)             |           |  | 7.10              | 
|        | (a)(2)             |           |  | 7.10              | 
|        | (a)(3)             |           |  | N.A.              | 
|        | (a)(4)             |           |  | N.A.              | 
|        | (b)                |           |  | 7.08; 7.10; 12.02 | 
|        | (c)                |           |  | N.A.              | 
|311     | (a)                |           |  | 7.11              | 
|        | (b)                |           |  | 7.11              | 
|        | (c)                |           |  | N.A.              | 
|312     | (a)                |           |  | 2.05              | 
|        | (b)                |           |  | 12.03             | 
|        | (c)                |           |  | 12.03             | 
|313     | (a)                |           |  | 7.06              | 
|        | (b)(1)             |           |  | N.A.              | 
|        | (b)(2)             |           |  | 7.06              | 
|        | (c)                |           |  | 7.06;  12.02      | 
|        | (d)                |           |  | 7.06              | 
|314     | (a)                |           |  | 4.03              | 
|        | (b)                |           |  | N.A.              | 
|        | (c)(1)             |           |  | 12.04             | 
|        | (c)(2)             |           |  | 12.04             | 
|        | (c)(3)             |           |  | N.A.              | 
|        | (d)                |           |  | N.A.              | 
|        | (e)                |           |  | 12.05             | 
|        | (f)                |           |  | N.A.              | 
|315     | (a)                |           |  | 1.01(a)(i)(B)     | 
|        | (b)                |           |  | 7.05; 12.02       | 
|        | (c)                |           |  | 1.01(a)(i)(A)     | 
|        | (d)                |           |  | 1.01(a)(iii)(A)   | 
|        | (e)                |           |  | 6.11              | 
|316     | (a)(last sentence) |           |  | 2.09              | 
|        | (a)(1)(A)          |           |  | 6.05              | 
|        | (a)(1)(B)          |           |  | 6.04              | 
|        | (a)(2)             |           |  | N.A.              | 
|        | (b)                |           |  | 6.07              | 
|317     | (a)(1)             |           |  | 6.08              | 
|        | (a)(2)             |           |  | 6.09              | 
|        | (b)                |           |  | 2.04              | 
|318     | (a)                |           |  | 12.01             | 

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

i



---



##### 



TABLE OF CONTENTS

|                                                     |                                                                          |  |      |    | 
|---------------------------------------------------- | ------------------------------------------------------------------------ |  | ---- | -- | 
|                                                     |                                                                          |  | Page
|                                                     |                                                                          |  |     
|ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE |                                                                          |  | 1    |   
|                                                     | 1.01 Definitions                                                         |  |      | 1  | 
|                                                     | 1.02 Other Definitions                                                   |  |      | 3  | 
|                                                     | 1.03 Incorporation by Reference of Trust Indenture Act                   |  |      | 4  | 
|                                                     | 1.04 Rules of Construction                                               |  |      | 4  | 
|ARTICLE II THE SECURITIES                            |                                                                          |  | 5    |   
|                                                     | 2.01 Form and Dating                                                     |  |      | 5  | 
|                                                     | 2.02 Execution and Authentication                                        |  |      | 5  | 
|                                                     | 2.03 Registrar and Paying Agent                                          |  |      | 6  | 
|                                                     | 2.04 Paying Agent To Hold Money in Trust                                 |  |      | 6  | 
|                                                     | 2.05 Securityholder Lists                                                |  |      | 6  | 
|                                                     | 2.06 Transfer and Exchange                                               |  |      | 7  | 
|                                                     | 2.07 Replacement Securities                                              |  |      | 7  | 
|                                                     | 2.08 Outstanding Securities                                              |  |      | 7  | 
|                                                     | 2.09 Securities Held by the Company or an Affiliate                      |  |      | 8  | 
|                                                     | 2.10 Temporary Securities                                                |  |      | 8  | 
|                                                     | 2.11 Cancellation                                                        |  |      | 8  | 
|                                                     | 2.12 Defaulted Interest                                                  |  |      | 8  | 
|                                                     | 2.13 CUSIP Numbers                                                       |  |      | 9  | 
|                                                     | 2.14 Deposit of Moneys                                                   |  |      | 9  | 
|                                                     | 2.15 Book-Entry Provisions for Global Securities                         |  |      | 9  | 
|                                                     | 2.16 Global Security Legend                                              |  |      | 10 | 
|ARTICLE III REDEMPTION AND REPURCHASE                |                                                                          |  | 11   |   
|                                                     | 3.01 Right of Redemption                                                 |  |      | 11 | 
|                                                     | 3.02 Notices to Trustee of Redemption                                    |  |      | 11 | 
|                                                     | 3.03 Selection of Securities to Be Redeemed                              |  |      | 11 | 
|                                                     | 3.04 Notice of Redemption                                                |  |      | 11 | 
|                                                     | 3.05 Effect of Notice of Redemption                                      |  |      | 12 | 
|                                                     | 3.06 Deposit of Redemption Price                                         |  |      | 12 | 
|                                                     | 3.07 Securities Redeemed in Part                                         |  |      | 12 | 
|                                                     | 3.08 Repurchase Upon a Change in Control                                 |  |      | 12 | 
|                                                     | 3.09 Effect of Change in Control Repurchase Notice                       |  |      | 18 | 
|                                                     | 3.10 Covenant to Comply With Securities Laws Upon Purchase of Securities |  |      | 19 | 
|ARTICLE IV COVENANTS                                 |                                                                          |  | 19   |   
|                                                     | 4.01 Payment of Securities                                               |  |      | 19 | 

ii



---



##### 



|                                    |                                                        |  |      |    | 
|----------------------------------- | ------------------------------------------------------ |  | ---- | -- | 
|                                    |                                                        |  | Page
|                                    |                                                        |  |     
|                                    | 4.02 Maintenance of Office or Agency                   |  |      | 19 | 
|                                    | 4.03 Reports                                           |  |      | 20 | 
|                                    | 4.04 Compliance Certificate                            |  |      | 20 | 
|                                    | 4.05 Stay, Extension and Usury Laws                    |  |      | 20 | 
|                                    | 4.06 Corporate Existence                               |  |      | 20 | 
|                                    | 4.07 Notice of Default                                 |  |      | 21 | 
|ARTICLE V SUCCESSORS                |                                                        |  | 21   |   
|                                    | 5.01 When Company May Merge, etc.                      |  |      | 21 | 
|                                    | 5.02 Successor Substituted                             |  |      | 21 | 
|ARTICLE VI DEFAULTS AND REMEDIES    |                                                        |  | 22   |   
|                                    | 6.01 Events of Default                                 |  |      | 22 | 
|                                    | 6.02 Acceleration                                      |  |      | 23 | 
|                                    | 6.03 Other Remedies                                    |  |      | 24 | 
|                                    | 6.04 Waiver of Past Defaults                           |  |      | 24 | 
|                                    | 6.05 Control by Majority                               |  |      | 24 | 
|                                    | 6.06 Limitation on Suits                               |  |      | 24 | 
|                                    | 6.07 Rights of Holders to Receive Payment              |  |      | 25 | 
|                                    | 6.08 Collection Suit by Trustee                        |  |      | 25 | 
|                                    | 6.09 Trustee May File Proofs of Claim                  |  |      | 25 | 
|                                    | 6.10 Priorities                                        |  |      | 26 | 
|                                    | 6.11 Undertaking for Costs                             |  |      | 26 | 
|ARTICLE VII TRUSTEE                 |                                                        |  | 27   |   
|                                    | 7.01 Duties of Trustee                                 |  |      | 27 | 
|                                    | 7.02 Rights of Trustee                                 |  |      | 27 | 
|                                    | 7.03 Individual Rights of Trustee                      |  |      | 29 | 
|                                    | 7.04 Trustees Disclaimer                              |  |      | 29 | 
|                                    | 7.05 Notice of Defaults                                |  |      | 29 | 
|                                    | 7.06 Reports by Trustee to Holders                     |  |      | 29 | 
|                                    | 7.07 Compensation and Indemnity                        |  |      | 30 | 
|                                    | 7.08 Replacement of Trustee                            |  |      | 30 | 
|                                    | 7.09 Successor Trustee by Merger, etc.                 |  |      | 31 | 
|                                    | 7.10 Eligibility; Disqualification                     |  |      | 31 | 
|                                    | 7.11 Preferential Collection of Claims Against Company |  |      | 31 | 
|ARTICLE VIII DISCHARGE OF INDENTURE |                                                        |  | 32   |   
|                                    | 8.01 Termination of the Obligations of the Company     |  |      | 32 | 
|                                    | 8.02 Application of Trust Money                        |  |      | 33 | 
|                                    | 8.03 Repayment to Company                              |  |      | 33 | 

iii



---



##### 



|                                                   |                                                                                                      |  |      |    | 
|-------------------------------------------------- | ---------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                   |                                                                                                      |  | Page
|                                                   |                                                                                                      |  |     
|                                                   | 8.04 Reinstatement                                                                                   |  |      | 33 | 
|ARTICLE IX AMENDMENTS                              |                                                                                                      |  | 34   |   
|                                                   | 9.01 Without Consent of Holders                                                                      |  |      | 34 | 
|                                                   | 9.02 With Consent of Holders                                                                         |  |      | 34 | 
|                                                   | 9.03 Compliance with Trust Indenture Act                                                             |  |      | 35 | 
|                                                   | 9.04 Revocation and Effect of Consents                                                               |  |      | 35 | 
|                                                   | 9.05 Notation on or Exchange of Securities                                                           |  |      | 36 | 
|                                                   | 9.06 Trustee Protected                                                                               |  |      | 36 | 
|ARTICLE X LEGAL DEFEASANCE AND COVENANT DEFEASANCE |                                                                                                      |  | 36   |   
|                                                   | 10.01 Applicability of Article; Companys Option to Effect
Defeasance or Covenant Defeasance         |  |      | 36 | 
|                                                   | 10.02 Legal Defeasance and Discharge                                                                 |  |      | 36 | 
|                                                   | 10.03 Covenant Defeasance                                                                            |  |      | 37 | 
|                                                   | 10.04 Conditions to Legal Defeasance or Covenant Defeasance                                          |  |      | 37 | 
|                                                   | 10.05 Deposited Money and Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions |  |      | 38 | 
|                                                   | 10.06 Reinstatement                                                                                  |  |      | 39 | 
|ARTICLE XI SUBORDINATION                           |                                                                                                      |  | 40   |   
|                                                   | 11.01 Agreement to Subordinate                                                                       |  |      | 40 | 
|                                                   | 11.02 Certain Definitions                                                                            |  |      | 40 | 
|                                                   | 11.03 Liquidation; Dissolution; Bankruptcy                                                           |  |      | 40 | 
|                                                   | 11.04 Company Not to Make Payments with Respect to
Securities in Certain Circumstances               |  |      | 41 | 
|                                                   | 11.05 Acceleration of Securities                                                                     |  |      | 42 | 
|                                                   | 11.06 When Distribution Must Be Paid Over                                                            |  |      | 42 | 
|                                                   | 11.07 Notice by Company                                                                              |  |      | 42 | 
|                                                   | 11.08 Subrogation                                                                                    |  |      | 42 | 
|                                                   | 11.09 Relative Rights                                                                                |  |      | 42 | 
|                                                   | 11.10 Subordination May Not Be Impaired by Company                                                   |  |      | 43 | 
|                                                   | 11.11 Distribution or Notice to Representative                                                       |  |      | 43 | 
|                                                   | 11.12 Rights of Trustee and Paying Agent                                                             |  |      | 43 | 
|                                                   | 11.13 Officers Certificate                                                                          |  |      | 44 | 
|                                                   | 11.14 Not to Prevent Events of Default                                                               |  |      | 44 | 
|ARTICLE XII MISCELLANEOUS                          |                                                                                                      |  | 45   |   
|                                                   | 12.01 Trust Indenture Act Controls                                                                   |  |      | 45 | 
|                                                   | 12.02 Notices                                                                                        |  |      | 45 | 
|                                                   | 12.03 Communication by Holders with Other Holders                                                    |  |      | 46 | 

iv



---



##### 



| |                                                          |  |      |    | 
| | -------------------------------------------------------- |  | ---- | -- | 
| |                                                          |  | Page
| |                                                          |  |     
| | 12.04 Certificate and Opinion as to Conditions Precedent |  |      | 46 | 
| | 12.05 Statements Required in Certificate or Opinion      |  |      | 46 | 
| | 12.06 Rules by Trustee and Agents                        |  |      | 46 | 
| | 12.07 Legal Holidays                                     |  |      | 47 | 
| | 12.08 No Recourse Against Others                         |  |      | 47 | 
| | 12.09 Duplicate Originals                                |  |      | 47 | 
| | 12.10 Governing Law                                      |  |      | 47 | 
| | 12.11 No Adverse Interpretation of Other Agreements      |  |      | 47 | 
| | 12.12 Successors                                         |  |      | 47 | 
| | 12.13 Separability                                       |  |      | 47 | 
| | 12.14 Table of Contents, Headings, Etc.                  |  |      | 48 | 

EXHIBITS

|          |  |   |  |                        
|--------- |  | - |  | -----------------------
|Exhibit A |  | - |  | Form of Global Security
|Exhibit B |  | - |  | Form of Legend         

v



---



##### 



INDENTURE, dated as of [       ], between WebMD Corporation, a Delaware
corporation (the Company), and [       ], as trustee (the Trustee).

Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the Holders of the Companys 10% Subordinated
Notes due 2010 (the Securities).

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

1.01 Definitions.

Affiliate means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
this purpose, control shall mean the power to direct the management and
policies of a person through the ownership of securities, by contract or
otherwise.

Agent means any Registrar, Paying Agent or co-registrar.

Board of Directors means the board of directors of the Company or any
committee thereof authorized to act for it hereunder.

Board Resolution means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by its Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

Cash means U.S. legal tender currency.

Common Stock means the common stock, par value $0.0001 per share, of the
Company, or such other capital stock into which the Companys common stock is
reclassified or changed.

Company means the party named as such above until a successor replaces
it pursuant to the applicable provision hereof and thereafter means the
successor.

Company Request or Company Order means a written request or order
signed on behalf of the Company by its Chairman of the Board, its Chief
Executive Officer, its President, its Chief Operating Officer, its Chief
Financial Officer, any Executive Vice President or any Vice President and by
its Treasurer or an Assistant Treasurer or its Secretary or an Assistant
Secretary, and delivered to the Trustee.

Corporate Trust Office of the Trustee shall be at the address of the
Trustee specified in Section 12.02 or such other address as the Trustee may
give notice of to the Company.

Default means any event which is, or after notice or passage of time or
both would be, an Event of Default.

1



---



##### 



Depositary means The Depository Trust Company, its nominees and
successors.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Holder or Securityholder means a person in whose name a Security is
registered on the Registrars books.

Indenture means this Indenture as amended or supplemented from time to
time.

Maturity Date means March [     ], 2010.

Non-Recourse Indebtedness means Indebtedness upon the enforcement of
which recourse may be had by the holder(s) thereof only to identified assets of
the Company or any Subsidiary and not to the Company or any Subsidiary
personally.

Officer means the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Operating Officer, the Chief Financial Officer, any
Executive Vice President, any Vice President, the Treasurer or the Secretary of
the Company.

Officers Certificate means a certificate signed by two Officers or by
an Officer and an Assistant Treasurer or an Assistant Secretary of the Company.

Opinion of Counsel means a written opinion from legal counsel who may be
an employee of or counsel for the Company, or other counsel reasonably
acceptable to the Trustee.

person means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or other agency or political subdivision thereof.

Redemption Date means, with respect to Securities to be redeemed by the
Company in accordance with Section 3.01, the business day specified for
redemption of such Security in accordance with the terms of the Securities and
this Indenture, as set forth in a notice of redemption.

Redemption Price means, with respect to Securities to be redeemed by the
Company in accordance with Section 3.01, a Cash amount equal to 105% of the
outstanding principal amount of such Securities.

Repurchase Price means, with respect to Securities duly tendered for
purchase by the Company in accordance with Section 3.08, 100% of the
outstanding principal amount of such Securities so tendered.

Responsible Officer shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred

2



---



##### 



because of such persons knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

Sale Price means the price of a share of Common Stock on the relevant
date, determined on the basis of the last reported per share sale price (or, if
no last 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) of the Common Stock on such date as reported on the NASDAQ National
Market, or if the Common Stock is not quoted on the NASDAQ National Market, as
reported by the principal U.S. exchange or quotation system the Common Stock is
then listed or quoted; provided, however, in the absence of such quotations,
the Board of Directors will make a good faith determination of the Sale Price.

SEC means the U.S. Securities and Exchange Commission.

Securities means the 10% Subordinated Notes due 2010 issued by the
Company pursuant to this Indenture.

Securities Act means the Securities Act of 1933, as amended.

Significant Subsidiary with respect to any person means any subsidiary
of such person that, from time to time, constitutes a significant subsidiary
within the meaning of Rule 1-02 of Regulation S-X under the Securities Act, as
such regulation is in effect on the date of this Indenture.

subsidiary means (i) a corporation a majority of whose capital stock
with voting power, under ordinary circumstances, to elect directors is at the
time, directly or indirectly, owned by the Company, by one or more subsidiaries
of the Company or by the Company and one or more of its subsidiaries or (ii)
any other person (other than a corporation) in which the Company, one or more
its subsidiaries or the Company and one or more its subsidiaries, directly or
indirectly, at the date of determination thereof, have at least majority
ownership interest.

TIA means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb)
as in effect on the date of this Indenture, except as provided in Section 9.03.

Trading Day means a day during which trading in securities generally
occurs on the NASDAQ National Market or, if the Common Stock is not quoted on
the NASDAQ National Market, on the principal other national or regional
securities exchange on which the Common Stock is then listed or quoted.

Trustee means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions hereof and thereafter
means the successor.

1.02 Other Definitions.

|                 |  |                    |       | 
|---------------- |  | ------------------ | ----- | 
|Term             |  | Defined in Section
|                 |  |                   
|Bankruptcy Law |  |                    | 6.01  | 
|business day   |  |                    | 12.07 | 

3



---



##### 



|                                     |  |                    |       | 
|------------------------------------ |  | ------------------ | ----- | 
|Term                                 |  | Defined in Section
|                                     |  |                   
|Change in Control                  |  |                    | 3.08  | 
|Change in Control Notice           |  |                    | 3.08  | 
|Change in Control Repurchase Date  |  |                    | 3.08  | 
|Change in Control Repurchase Right |  |                    | 3.08  | 
|Company Paid Amount                |  |                    | 10.06 | 
|Covenant Defeasance                |  |                    | 10.03 | 
|Custodian                          |  |                    | 6.01  | 
|Event of Default                   |  |                    | 6.01  | 
|Global Security                    |  |                    | 2.01  | 
|Global Security Legend             |  |                    | 2.17  | 
|Indebtedness                       |  |                    | 11.02 | 
|Legal Defeasance                   |  |                    | 10.02 | 
|Legal Holiday                      |  |                    | 12.07 | 
|Market Price                       |  |                    | 3.08  | 
|Participants                       |  |                    | 2.15  | 
|Paying Agent                       |  |                    | 2.03  | 
|Payment Blockage                   |  |                    | 11.04 | 
|Payment Blockage Notice            |  |                    | 11.04 | 
|Physical Securities                |  |                    | 2.01  | 
|Registrar                          |  |                    | 2.03  | 
|Representative                     |  |                    | 11.02 | 
|Senior Indebtedness                |  |                    | 11.02 | 
|U.S. Government Obligations        |  |                    | 8.01  | 

1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following
meanings:

Commission means the SEC.

All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the
TIA and not otherwise defined herein have the meanings so assigned to them.

1.04 Rules of Construction.

Unless the context otherwise requires:



| |                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) a term has the meaning assigned to it;                                                                                                                            
|
| | (ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting
principles in effect on the date hereof;
|
| | (iii) or is not exclusive;                                                                                                                                          

4



---



##### 





| |                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) words in the singular include the plural and in the plural
include the singular;                                                                        
|
| | (v) provisions apply to successive events and transactions; and                                                                                              
|
| | (vi) herein, hereof and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or
other subdivision.

ARTICLE II

THE SECURITIES

2.01 Form and Dating.

The Securities and the Trustees certificate of authentication shall be
substantially in the form set forth in Exhibit A, which is incorporated in and
forms a part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Security
shall be dated the date of its authentication.

The Securities shall be issued initially in the form of one or more Global
Securities, substantially in the form set forth in Exhibit A (each, a Global
Security), deposited with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided and bearing the legend set forth in Exhibit B. The aggregate
principal amount of the Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary, as hereinafter provided; providedthat in no event shall the
aggregate principal amount of the Global Security or Securities exceed $[    ].

Securities issued in exchange for interests in a Global Security pursuant
to Section 2.15 may be issued in the form of permanent certificated Securities
in registered form in substantially the form set forth in Exhibit A (the
Physical Securities) and, if applicable, bearing any legends required by
Section 2.16.

2.02 Execution and Authentication.

One Officer shall sign the Securities for the Company by manual or
facsimile signature.

If an Officer whose signature is on a Security no longer holds that office
at the time the Security is authenticated, the Security shall nevertheless be
valid.

A Security shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Security
has been authenticated under this Indenture.

Upon a written order of the Company signed by one Officer of the Company,
the Trustee shall authenticate Securities for original issue in the aggregate
principal amount of $[    ].

5



---



##### 



The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company
and its Affiliates.

If a written order of the Company pursuant to this Section 2.02 of the
Indenture has been, or simultaneously is, delivered, any instructions by the
Company to the Trustee with respect to endorsement, delivery or redelivery of a
Security issued in global form shall be in writing but need not comply with
Section 12.04 hereof and need not be accompanied by an Opinion of Counsel.

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

2.03 Registrar and Paying Agent.

The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange (Registrar) and an
office or agency where Securities may be presented for payment (Paying
Agent). The Registrar shall keep a register of the Securities and of their
transfer and exchange. The Company may appoint or change one or more
co-registrars and one or more additional paying agents without notice and may
act in any such capacity on its own behalf. The term Registrar includes any
co-registrar; and the term Paying Agent includes any additional paying agent.

The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall
notify the Trustee of the name and address of any Agent not a party to this
Indenture. If the Company fails to maintain a Registrar or Paying Agent, the
Trustee shall act as such.

The Company initially appoints the Trustee as Paying Agent and Registrar.

2.04 Paying Agent To Hold Money in Trust.

Each Paying Agent shall hold in trust for the benefit of the
Securityholders or the Trustee all moneys held by the Paying Agent for the
payment of the Securities, and shall notify the Trustee of any default by the
Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent shall have
no further liability for the money. If the Company acts as Paying Agent, it
shall segregate and hold as a separate trust fund all money held by it as
Paying Agent.

2.05 Securityholder Lists.

The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is

6



---



##### 



not the Registrar, the Company shall furnish to the Trustee on or before
each interest payment date and at such other times as the Trustee may request
in writing a list, in such form and as of such date as the Trustee may
reasonably require, of the names and addresses of Securityholders.

2.06 Transfer and Exchange.

Subject to Section 2.15 hereof, where Securities are presented to the
Registrar with a request to register their transfer or to exchange them for an
equal principal amount of Securities of other authorized denominations, the
Registrar shall register the transfer or make the exchange if its requirements
for such transaction are met. To permit registrations of transfer and
exchanges, the Trustee shall authenticate Securities at the Registrars
request. The Company or the Trustee, as the case may be, shall not be required
(a) to issue, authenticate, register the transfer of or exchange any Security
during a period beginning at the opening of business 15 days before the mailing
of a notice of redemption of the Securities selected for redemption under
Section 3.04 and ending at the close of business on the day of such mailing or
(b) to register the transfer of or exchange any Security so selected for
redemption or repurchase in whole or in part, except the unredeemed or
unrepurchased portion of Securities being redeemed or repurchased in part.

No service charge shall be made for any transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Securities, other than exchanges pursuant to Section
2.10, 3.07, 3.08 or 9.05 not involving any transfer.

2.07 Replacement Securities.

If the Holder of a Security claims that the Security has been mutilated,
lost, destroyed or wrongfully taken, the Company shall issue and the Trustee
shall authenticate a replacement Security if the Trustees requirements are met
and, in the case of a mutilated Security, such mutilated Security is
surrendered to the Trustee. In the case of lost, destroyed or wrongfully taken
Securities, if required by the Trustee, an indemnity bond must be provided by
the Holder that is sufficient in the judgment of the Trustee to protect the
Company, the Trustee or any Agent from any loss which any of them may suffer if
a Security is replaced. The Trustee may charge for its expenses in replacing a
Security.

In case any such mutilated, lost, destroyed or wrongfully taken Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security when due.

Every replacement Security is an additional obligation of the Company only
as provided in Section 2.08.

2.08 Outstanding Securities.

Securities outstanding at any time are all the Securities authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation and those described in this Section 2.08 as not outstanding.
Except to the extent provided in Section 2.09, a Security

7



---



##### 



does not cease to be outstanding because the Company or one of its
subsidiaries or Affiliates holds the Security.

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

If the Paying Agent (other than the Company) holds on a Redemption Date,
Change in Control Repurchase Date or maturity date money sufficient to pay
Securities payable on that date, then on and after that date, such Securities
shall be deemed to be no longer outstanding and interest on them shall cease to
accrue, and such Security shall be deemed paid whether or not the Security is
delivered to the Paying Agent. Thereafter, all other rights of the Holders of
such Securities shall terminate with respect to such Securities, other than the
right to receive the Redemption Price, Repurchase Price or principal amount, as
applicable.

2.09 Securities Held by the Company or an Affiliate.

In determining whether the Holders of the required aggregate principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company or any of its subsidiaries or an Affiliate
shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which a Responsible Officer of
the Trustee knows are so owned shall be so disregarded.

2 .10 Temporary Securities.

Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Securities in exchange for temporary
Securities.

2 .11 Cancellation.

The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for transfer, exchange or payment. The Trustee
shall cancel all Securities surrendered for transfer, exchange, payment or
cancellation in accordance with its customary procedures. The Company may not
issue new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation.

2.12 Defaulted Interest.

If and to the extent the Company defaults in a payment of interest on the
Securities, the Company shall pay the defaulted interest in any lawful manner
plus, to the extent not prohibited by applicable statute or case law, interest
payable on the defaulted interest at the rate provided in the Securities. The
Company may pay the defaulted interest to the persons who are Securityholders
on a subsequent special record date. The Company shall fix such record date

8



---



##### 



and payment date. At least 15 days before the record date, the Company
shall mail to Securityholders a notice that states the record date, payment
date and amount of interest to be paid.

2.13 CUSIP Numbers.

The Company in issuing the Securities may use one or more CUSIP numbers,
and if so, the Trustee shall use the CUSIP numbers in notices of redemption or
exchange as a convenience to Holders; provided, however, that no representation
is hereby deemed to be made by the Trustee as to the correctness or accuracy of
the CUSIP numbers printed in the notice or on the Securities, and that reliance
may be placed only on the other identification numbers printed on the
Securities. The Company shall promptly notify the Trustee of any change in the
CUSIP numbers.

2.14 Deposit of Moneys.

Prior to 11:00 a.m., New York City time, on each interest payment date,
Maturity Date, Redemption Date and Change in Control Repurchase Date, the
Company shall deposit with the Paying Agent in immediately available funds
money sufficient to make Cash payments, if any, due on such interest payment
date, Maturity Date, Redemption Date and Change in Control Repurchase Date, as
the case may be, in a timely manner which permits the Paying Agent to remit
payment to the Holders on such interest payment date, Maturity Date and
Redemption Date, as the case may be.

2.15 Book-Entry Provisions for Global Securities.



| |                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) The Global Securities initially shall (i) be registered in the
name of the Depositary or the nominee of such Depositary, (ii) be
delivered to the Trustee as custodian for such Depositary and (iii) bear
legends as set forth in Section 2.16.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (B) Members of, or participants in, the Depositary (Participants)
shall have no rights under this Indenture with respect to any Global
Security, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of the
Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and Participants, the operation of
customary practices governing the exercise of the rights of a Holder
of any Security.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (C) Transfers of Global Securities shall be limited to transfers in
whole, but not in part, to the Depositary, its successors or their
respective nominees. In addition, Physical Securities shall be
transferred to all beneficial owners in exchange for their beneficial
interests in Global Securities only if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for any
Global Security and a successor Depositary is not appointed by the
Company within 90 days of such notice or (ii) an Event of Default has
occurred and is continuing and the Registrar has received a written
request from the Depositary to issue Physical Securities.

9



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (D) In connection with the transfer of a Global Security in its
entirety to beneficial owners pursuant to Section 2.15 (C), such Global
Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall upon
written instructions from the Company authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its
beneficial interest in such Global Security, an equal aggregate principal
amount of Physical Securities of authorized denominations.



| |                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (E) The Holder of any Global Security may grant proxies and
otherwise authorize any person, including Participants and persons that
may hold interests through Participants, to take any action which a
Holder is entitled to take under this Indenture or the Securities.

2.16 Global Security Legend.

Each Global Security shall bear the Global Security Legend as set forth
in Exhibit B.

10



---



##### 



ARTICLE III

REDEMPTION AND REPURCHASE

3.01 Right of Redemption.

Redemption of the Securities, as permitted by any provision of this
Indenture, shall be made in accordance with Paragraphs 6 and 7 of the
Securities and in accordance with this Article III. At any time, from time to
time, the Company will have the right to redeem for Cash all or any part of the
Securities, subject to the conditions specified in Paragraph 6 of the
Securities, at the applicable Redemption Price, plus accrued and unpaid
interest thereon to, but not including, the Redemption Date, providedthat, if
such Redemption Date is on or after an interest record date, but on or prior to
the related interest payment date, such interest will be payable to the Holders
in whose names the Securities are registered at the close of business on the
relevant record date for payment of such interest.

3.02 Notices to Trustee of Redemption.

If the Company elects to redeem Securities pursuant to Paragraph 6 of the
Securities, it shall notify the Trustee at least 15 days prior to the mailing
of the notice of redemption (unless a shorter notice period shall be
satisfactory to the Trustee) of the Redemption Date and the aggregate principal
amount of Securities to be redeemed.

3.03 Selection of Securities to Be Redeemed.

If the Company elects to redeem Securities pursuant to Paragraph 6 of the
Securities and less than all the Securities are to be redeemed, the Trustee
shall select the Securities to be redeemed on a pro ratabasis. The Trustee
shall make the selection from Securities outstanding not previously called for
redemption. The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than $1,000 principal amount.
Securities and portions of them it selects shall be in amounts of $1,000
principal amount or positive integral multiples of $1,000 principal amount.
The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and the principal amount thereof to be redeemed.

The Registrar need not transfer or exchange any Securities selected for
redemption, except the unredeemed portion of the Securities redeemed in part.
Also, the Registrar need not transfer or exchange any Securities for a period
of 15 days before selecting Securities to be redeemed.

3.04 Notice of Redemption.

At least 30 days but not more than 60 days before a Redemption Date, the
Company shall mail by first-class mail a notice of redemption to each Holder
whose Securities are to be redeemed.

The notice shall identify the Securities and the aggregate principal
amount thereof to be redeemed and shall state:

11



---



##### 





| |                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the Redemption Date;                                                                                                                                                              
|
| | (ii) the Redemption Price, plus the amount of accrued and unpaid
interest to be paid on the Securities called for redemption;                                                         
|
| | (iii) the name and address of the Paying Agent;                                                                                                                                       
|
| | (iv) the Paragraph of the Securities pursuant to which the
Securities are to be redeemed;                                                                                             
|
| | (v) that Securities called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price;                                                                    
|
| | (vi) that unless the Company shall default in the payment of the
Redemption Price, interest on Securities called for redemption ceases to
accrue on and after the Redemption Date; and
|
| | (vii) the CUSIP number or numbers, as the case may be, of the
Securities.                                                                                                             

At the Companys request, upon reasonable prior notice, the Trustee shall
give the notice of redemption in the Companys name and at the Companys
expense; providedthat the form and content of such notice shall be prepared by
the Company.

3.05 Effect of Notice of Redemption.

Once a notice of redemption is mailed, Securities called for redemption
become due and payable on the Redemption Date at the Redemption Price, plus
accrued and unpaid interest to the date of redemption, and, on and after such
date (unless the Company shall default in the payment of the Redemption Price),
such Securities shall cease to bear interest. Upon surrender to the Paying
Agent, such Securities shall be paid at the Redemption Price, plus accrued
interest to, but excluding, the Redemption Date, subject to the proviso to
Section 3.01.

3.06 Deposit of Redemption Price.

On or before the Redemption Date, the Company shall, in accordance with
Section 2.14, deposit with the Paying Agent money in funds immediately
available on the Redemption Date sufficient to pay the Redemption Price of and
accrued interest on all Securities to be redeemed on that date. The Paying
Agent shall return to the Company, as soon as practicable, any money not
required for that purpose.

3.07 Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part, the Company shall
execute and the Trustee shall authenticate for the Holder a new Security or
Securities in an aggregate principal amount equal to the unredeemed portion of
the Security surrendered.

3.08 Repurchase Upon a Change in Control.

12



---



##### 



Upon any Change in Control (as defined below) with respect to the Company,
each Holder shall have the right (the Change in Control Repurchase Right), at
the Holders option, subject to the rights of the holders of Senior
Indebtedness under Article XI of this Indenture, to require the Company to
repurchase all of such Holders Securities, or a portion thereof which is
$1,000 in principal amount or any positive integral multiple thereof, on the
date (the Change in Control Repurchase Date) that is 30 business days after
the date of the Change in Control Notice (as defined below) at the Repurchase
Price, plus accrued and unpaid interest to, but not including, the Change in
Control Repurchase Date. Provisions of this Indenture that apply to the
repurchase of Securities pursuant to this Section 3.08 of all of a Security
also apply to the repurchase of such portion of such Security.

At the option of the Company, all or a specified percentage of the
Repurchase Price of Securities in respect of which a Change in Control Notice
pursuant to this Section 3.08 has been given may be paid by the Company by the
issuance of a number of shares of Common Stock or, in the case of a merger in
which the Company is not the surviving corporation, common stock, ordinary
shares, American Depositary Shares or analogous securities of the surviving
corporation or its direct or indirect parent, equal to the quotient obtained by
dividing (i) the amount of Cash to which the Holders would have been entitled
had the Company elected to pay all or a specified percentage of the Repurchase
Price of such Securities in Cash by (ii) the product of (A) the Market Price of
the Common Stock, subject to the next succeeding paragraph, and (B) 0.95.

The Company will not issue fractional shares of Common Stock in payment of
the Repurchase Price in connection with the exercise of any Change in Control
Repurchase Right. Instead the Company will pay Cash based on the Market Price
for all fractional shares. The Market Price of a fractional share shall be
determined to the nearest 1/1,000th of a share, by multiplying the applicable
Market Price of a full share by the fractional amount and rounding to the
nearest whole cent. It is understood that if a Holder elects to have more than
one Security repurchased, the number of shares of Common Stock shall be based
on the aggregate principal amount of Securities to be repurchased.

In the event that the Company is unable to purchase the Securities of a
Holder or Holders for Common Stock because any necessary qualifications or
registrations of the Common Stock under applicable state securities laws cannot
be obtained, the Company may purchase the Securities of such Holder or Holders
for Cash. The Company may not change its election with respect to the
consideration to be paid once the Company has given its Change in Control
Notice to Securityholders except pursuant to the immediately preceding sentence
in the event of a failure to satisfy, prior to the close of business on the
Change in Control Repurchase Date, any condition to the payment of the
Repurchase Price in shares of Common Stock.

At least three business days before the date of the Change in Control
Notice (as defined below), the Company shall deliver an Officers Certificate
to the Trustee specifying:



| |                                                   
| | --------------------------------------------------
| | (i) the manner of payment selected by the Company;



| |                                                                              
| | -----------------------------------------------------------------------------
| | (ii) the information required to be included in the Change in
Control Notice;

13



---



##### 





| |                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) if the Company elects to pay all or a specified percentage of
the Repurchase Price in shares of Common Stock, that the conditions to
such manner of payment set forth in this Section 3.08 have been or will
be complied with; and



| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | (iv) whether the Company desires the Trustee to give the Change in
Control Notice required by this Section 3.08.

The Companys right to exercise its election to purchase Securities
through the issuance of Common Stock shall be conditioned upon:



| |                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------
| | (i) the Companys giving of timely Change in Control Notice to
purchase Securities with Common Stock as provided herein;



| |                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------
| | (ii) the registration of such Common Stock under the Securities Act
or the Exchange Act, in each case, if required;



| |                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) such Common Stock having been quoted or listed on the NASDAQ
National Market or other principal U.S. exchange or quotation system on
which the shares of Common Stock are then listed, or if the Common Stock
is not so quoted or listed then on the principal other market on which
the Common Stock are then traded;



| |                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) any necessary qualification or registration under applicable
state securities laws or the availability of an exemption from such
qualification and registration; and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v) the receipt by the Trustee of an Officers Certificate and an
Opinion of Counsel each stating that (A) the terms of the issuance of the
Common Stock are in conformity with this Indenture and (B) the shares of
Common Stock to be issued by the Company in payment of all or a specified
percentage of the Repurchase Price in respect of Securities have been
duly authorized and, when issued and delivered pursuant to the terms of
this Indenture in payment of all or a specified percentage of the
Repurchase Price in respect of the Securities, will be validly issued,
fully paid and nonassessable and, to the best of such counsels
knowledge, free from preemptive rights, and, (a) in the case of such
Officers Certificate, stating that the conditions above and the
condition set forth in the second succeeding sentence have been satisfied
and, (b) in the case of such Opinion of Counsel, stating that the
conditions above have been satisfied.

Such Officers Certificate shall also set forth (i) the number of shares
of Common Stock of to be issued for each $1,000 principal amount at maturity of
Securities, (ii) the Sale Price on each Trading Day during the period during
which the Market Price is calculated and (iii) the Market Price of the Common
Stock. The Company may pay the Repurchase Price in Common Stock only if the
information necessary to calculate the Market Price is published in a daily
newspaper of national circulation or is otherwise publicly available or
obtainable (e.g., by dissemination on the World Wide Web or by other public
means). If the foregoing conditions are not satisfied with respect to a Holder
or Holders prior to the close of business on the Change in Control Repurchase
Date and the Company has elected to purchase the Securities pursuant to this
Section 3.08 through the issuance of Common Stock, the Company shall pay the
entire Repurchase Price of the Securities of such Holder or Holders in Cash.

14



---



##### 



All shares of Common Stock delivered upon purchase of the Securities shall
be newly issued shares or treasury shares, shall be duly authorized, validly
issued, fully paid and nonassessable, and shall be free from preemptive rights
and free of any lien or adverse claim.

Within 30 days after the occurrence of a Change in Control of the Company,
the Company shall mail to all Holders of record of the Securities a notice (the
Change in Control Notice) of the occurrence of such Change in Control and the
Change in Control Repurchase Right arising as a result thereof. The Company
shall deliver a copy of the Change in Control Notice to the Trustee and shall
disseminate a copy via a press release through Dow Jones & Company, Inc. or
Bloomberg Business News or other similarly broad public medium that is
customary for such press releases. To exercise the Change in Control
Repurchase Right, a Holder of Securities must deliver on or before the close of
business on the 30th day after the date of the Change in Control Notice
irrevocable written notice to the Trustee, or to a Paying Agent designated by
the Company for such purpose in the Change in Control Notice, in the form of
the Option of Holder to Elect Repurchase Notice on the back of the Security, of
the Holders exercise of such right together with the Securities with respect
to which the right is being exercised, duly endorsed for transfer.

Each Change in Control Notice shall state:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the events causing the Change in Control;                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (ii) the date of such Change in Control;                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (iii) the Change in Control Repurchase Date;                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (iv) the date by which the Change in Control Repurchase Right must
be exercised;                                                                                                                                                                                                                                                                                                                                                            
|
| | (v) the Repurchase Price, plus the amount of accrued and unpaid
interest to be paid on the Securities to be repurchased;                                                                                                                                                                                                                                                                                                                    
|
| | (vi) the name and address of the Paying Agent;                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (vii) a description of the procedure which a Holder must follow to
exercise a Change in Control Repurchase Right and a brief description of
those rights;                                                                                                                                                                                                                                                                                   
|
| | (viii) that, in order to exercise the Change in Control Repurchase
Right, the Securities are to be surrendered for payment of the Repurchase
Price;                                                                                                                                                                                                                                                                                         
|
| | (ix) that the Repurchase Price for, any accrued and unpaid interest
on any Security as to which an Option of Holder to Elect Repurchase
Notice has been given and not withdrawn, shall be so paid pursuant to
this Section 3.08 only if the Security so delivered to the Paying Agent
shall conform in all respects to the description thereof in the related
Change in Control Notice, as determined by the Company in its sole
discretion;

15



---



##### 





| |                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (x) the procedures for withdrawing an Option of Holder to Elect
Repurchase Notice (as specified in Section 3.09);                                                                                                                                                                       
|
| | (xi) that, unless the Company defaults in making payment on
Securities for which a Change in Control repurchase notice has been
submitted, interest on such Securities will cease to accrue on the Change
in Control Repurchase Date;                                                   
|
| | (xii) that all rights of the Holders of such Securities shall
terminate with respect to such Securities on the Change in Control
Repurchase Date, other than the right to receive the Repurchase Price
upon delivery of the Securities to be purchased;                                 
|
| | (xiii) the CUSIP number of the Securities; and                                                                                                                                                                                                                                          
|
| | (xiv) whether the Repurchase Price will be paid in Cash, Common
Stock or a combination of both and, if both, the percentage thereof;
provided, however, if the Company elects to pay all or a portion of the
Repurchase Price in Common Stock, such Change in Control Notice shall
also:



| | (X) |  | state that each Holder will receive shares of
Common Stock with a Market Price determined as of a specified
date prior to the Change in Control Repurchase Date equal to
such specified percentage of the Repurchase Price of the
Securities held by such Holder (except any Cash amount to be
paid in lieu of fractional shares);
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (Y) |  | describe the method of calculating the Market
Price of the Common Stock; and                                                                                                                                                                                                                                                      
|
| | (Z) |  | state that because the Market Price of Common
Stock will be determined prior to the Change in Control
Repurchase Date, Holders of the Securities will bear the
market risk with respect to the value of the Common Stock to
be received from the date such Market Price is determined to
the Change in Control Repurchase Date.   

The Market Price means the average of the Sale Prices for the five
consecutive Trading Days ending on the third business day prior to the
applicable Change in Control Repurchase Date (if the third business day prior
to the applicable Change in Control Repurchase Date is a Trading Day, or if
not, then on the last Trading Day prior to the third business day).

No failure of the Company to give the foregoing notice shall limit any
Holders right to exercise a Change in Control Repurchase Right.

To exercise a Change in Control Repurchase Right, a Holder shall deliver
to the Trustee, or to a Paying Agent designated by the Company for such purpose
in the Change in Control Notice, on or before the close of business on the 30th
day after the date of the Change in Control Notice, (i) irrevocable written
notice in the form of the Option of Holder to Elect Repurchase Notice on the
back of the Securities with respect to which the Change in Control Repurchase
Right is being exercised, or any other form of written notice substantially
similar to the Option of Holder to Elect Repurchase Notice, in each case, duly
completed and signed, with

16



---



##### 



appropriate signature guarantee, and (ii) such Securities with respect to
which the Change in Control Repurchase Right is being exercised, duly endorsed
for transfer to the Company, and the Holder of such Securities shall be
entitled to receive from the Company (if it is acting as its own Paying Agent),
or such Paying Agent a nontransferable receipt of deposit evidencing such
deposit.

In the event a Change in Control Repurchase Right shall be exercised in
accordance with the terms hereof, the Company shall, on or prior to a Change in
Control Repurchase Date, deposit Cash in respect of the Cash portion of a
repurchase under this Section 3.08 or for fractional shares of Common Stock, as
applicable, plus Cash sufficient to pay accrued an unpaid interest with respect
to all Securities to be purchased pursuant to this Section 3.08. On the
Trading Day following the Change in Control Repurchase Date, the Company shall
deliver to each Holder entitled to receive Common Stock the number of full
shares of Common Stock issuable in payment of the Repurchase Price. The person
in whose name the certificate for shares of Common Stock is registered shall be
treated as a holder of record of Common Stock on the business day following the
Change in Control Repurchase Date. No payment or adjustment will be made for
dividends on the shares of Common Stock on the record date for which occurred
on or prior to the Change in Control Repurchase Date.

If a Holder of a repurchased Security is paid in Common Stock pursuant to
this Section 3.08, the Company shall pay all, stamp and other duties, if any,
which may be imposed by the United States or any political subdivision thereof
or taxing authority thereof or therein with respect to the issuance of shares
of Common Stock. However, the Holder shall pay any such tax which is due
because the Holder requests the shares of Common Stock to be issued in a name
other than the Holders name. The Trustee or any Paying Agent may refuse to
deliver the certificates representing the Common Stock issued in a name other
than the Holders name until the Trustee or any such Paying Agent receives a
sum sufficient to pay any tax which shall be due because the shares are to be
issued in a name other than the Holders name. Nothing herein shall preclude
any withholding tax required by law.

As used in this Section 3.08 of the Indenture and in the Securities:

A Change in Control of the Company shall be deemed to have occurred at
such time as:

(i) any person acquires beneficial ownership, directly or indirectly,
through a purchase, merger or other acquisition transaction or series of
transactions, of shares of the Companys capital stock entitling the person to
exercise 50% or more of the total voting power of all shares of the Companys
capital stock that are entitled to vote generally in elections of directors,
other than an acquisition by the Company, any of its subsidiaries or any of its
employee benefit plans; or

(ii) the conveyance, sale, transfer or lease by the Company of all
or substantially all of its assets to another person.

However, a Change in Control will not be deemed to have occurred if all or
substantially all (but in no event less than 90%) of the consideration,
excluding Cash payments

17



---



##### 



for fractional shares of Common Stock and Cash payments made pursuant to
dissenters appraisal rights, in a merger or consolidation otherwise
constituting a Change in Control in the preceding paragraph consists of shares
of common stock, depositary receipts or other certificates representing common
equity interests traded on a national securities exchange or quoted on the
NASDAQ National Market, or will be so traded or quoted immediately following
such merger or consolidation, and as a result of such merger or consolidation
the Securities become convertible solely into such common stock, depositary
receipts or other certificates representing common equity interests.

For purposes of this Change in Control definition:



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) whether a person is a beneficial owner will be determined in
accordance with Rule 13d-3 under the Exchange Act as in effect on the
date hereof; and



| |                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) a person includes any syndicate or group that would be deemed
to be a person under Section 13(d)(3) of the Exchange Act as in effect on
the date hereof.

3 .09 Effect of Change in Control Repurchase Notice.

Upon receipt by the Paying Agent of a Holders Option of Holder to Elect
Repurchase Notice in accordance with Section 3.08, the Holder of the Security
in respect of which such notice, as the case may be, was given shall (unless
such notice is withdrawn as specified in the following two paragraphs)
thereafter be entitled to receive solely the Repurchase Price, together with
all accrued and unpaid interest thereon, to but not including the Change in
Control Repurchase Date, with respect to such Security.

With respect any Physical Security which is to be submitted for repurchase
only in part pursuant to Section 3.08 (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by the Holder thereof
or its attorney duly authorized in writing), the Company shall execute, and the
Trustee shall authenticate and make available for delivery to the Holder of
such Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, of the same tenor and in
aggregate principal amount equal to the portion of such Security not submitted
for repurchase thereunder.

A Holders Option of Holder to Elect Repurchase Notice specified in
Section 3.08 may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Paying Agent at any time prior to close of
business on second the business day prior to the Change in Control Repurchase
Date specifying:



| |                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------
| | (i) the certificate or CUSIP number, as applicable, of the Security
in respect of which such notice of withdrawal is being submitted;



| |                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------
| | (ii) the aggregate principal amount of the Security with respect to
which such notice of withdrawal is being submitted; and

18



---



##### 





| |                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) the aggregate principal amount, if any, of such Security which
remains subject to the original Option of Holder to Elect Repurchase
Notice and which has been or will be delivered for purchase by the
Company.

The Paying Agent shall promptly notify the Company of the receipt of any
repurchase notice specified in Section 3.08 or written notice of withdrawal
thereof.

3.10 Covenant to Comply With Securities Laws Upon Purchase of Securities.

When complying with the provisions of Section 3.08 hereof (providedthat
such offer or purchase constitutes an issuer tender offer for purposes of
Rule 13e-4 (which term, as used herein, includes any successor provision
thereto) under the Exchange Act at the time of such offer or purchase), the
Company shall (i) comply with the applicable provisions of Rule 13e-4 and Rule
14e-1 (or any successor provisions) under the Exchange Act, and any other
tender offer rules under the Exchange Act that may then apply, (ii) file the
related Schedule TO (or any successor schedule, form or report) under the
Exchange Act, and (iii) otherwise comply with any applicable federal and state
securities laws so as to permit the rights and obligations under Section 3.08
to be exercised in the time and in the manner specified in Sections 3.08.

ARTICLE IV

COVENANTS

4.01 Payment of Securities.

The Company shall pay all amounts due with respect to the Securities on
the dates and in the manner provided in the Securities. All such amounts shall
be considered paid on the date due if the Paying Agent holds (or, if the
Company is acting as Paying Agent, if the Company has segregated and holds in
trust in accordance with Section 2.04) on that date money sufficient to pay
the amount then due with respect to the Securities.

The Company shall pay interest on any overdue amount (including, to the
extent permitted by applicable law, overdue interest) at the rate borne by the
Securities.

4.02 Maintenance of Office or Agency.

The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee or Registrar) where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and

19



---



##### 



may from time to time rescind such designations; provided, however, that
no such designation or rescission shall in any manner relieve the Company of
its obligation to maintain an office or agency in the Borough of Manhattan, the
City of New York for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as
an agency of the Company in accordance with Section 2.03.

4.03 Reports.



| |                                                                 
| | ----------------------------------------------------------------
| | (A) The Company will comply with the provisions of TIA § 314(a).



| |                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (B) Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustees receipt of
such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein,
including the Companys compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on the Officers
Certificate).

4.04 Compliance Certificate.

The Company shall deliver to the Trustee within 90 days after the end of
each fiscal year of the Company an Officers Certificate stating whether or not
the signers know of any Default or Event of Default by the Company in
performing any of its obligations under this Indenture or the Securities. If
they do know of any such Default or Event of Default, the certificate shall
describe the Default or Event of Default and its status.

4.05 Stay, Extension and Usury Laws.

The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, plead or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (in each case, to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law has been enacted.

4.06 Corporate Existence.

Subject to Article V, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and the corporate existence of each of its Significant Subsidiaries in
accordance with the respective organizational documents of each Significant
Subsidiary and the rights (charter and statutory), licenses and franchises of
the Company and its Significant Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate existence of any Significant Subsidiary, if in the judgment of
the Board of Directors (i) such preservation or

20



---



##### 



existence is not material to the conduct of business of the Company and
(ii) the loss of such right, license or franchise or the dissolution of such
Significant Subsidiary does not have a material adverse impact on the Holders.

4.07 Notice of Default.

In the event that any Default or Event of Default shall occur, the Company
will give prompt written notice of such Default or Event of Default to the
Trustee.

ARTICLE V

SUCCESSORS

5.01 When Company May Merge, etc.

The Company shall not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all of its properties and assets to,
another person unless such other person is a corporation organized under the
laws of the United States, any State thereof or the District of Columbia or a
corporation or comparable legal entity organized under the laws of a foreign
jurisdiction and whose equity securities are listed on a national securities
exchange in the United States or authorized for quotation on the NASDAQ
National Market prior to or upon giving effect to the transaction (provided,
however, that in the case of a transaction where the surviving entity is
organized under the laws of a foreign jurisdiction, the Company may not
consummate the transaction without first (i) making provision for the
satisfaction of its obligations to repurchase the Securities following a Change
in Control, if any, (ii) amending the terms of the Securities to provide that,
in the event the Company is required under the laws of such foreign
jurisdiction (or any political subdivision thereof) to withhold or deduct
amounts in respect of taxes from payments made to Securityholders on the
Securities, the Company will pay, subject to certain standard exceptions, such
additional amounts to the holders as may be necessary so that each
Securityholder will receive the same amounts it would have received had no such
withholding or deduction been required, and (iii) obtaining an opinion of tax
counsel experienced in such matters to the effect that, under then existing
United States federal income tax laws, there would be no material adverse tax
consequences to Securityholders of the Securities resulting from such
transaction); such person assumes by supplemental indenture all the obligations
of the Company, under the Securities and this Indenture; and immediately after
giving effect to the transaction, no Default or Event of Default shall exist
under the terms of this Indenture.

The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers Certificate to the foregoing effect and an
Opinion of Counsel, which may rely upon such Officers Certificate as to the
absence of Defaults and Events of Default, stating that the proposed
transaction and such supplemental indenture will, upon consummation of the
proposed transaction, comply with this Indenture.

5.02 Successor Substituted.

Upon any consolidation or merger or transfer or lease of all or
substantially all of the assets of the Company in accordance with Section
5.01, the successor person formed by such

21



---



##### 



consolidation or into which the Company is merged or to which such
transfer or lease is made shall succeed to, and, except in the case of a lease,
be substituted for, and may exercise every right and power of, and shall assume
every duty and obligation of, the Company under this Indenture with the same
effect as if such successor had been named as the Company herein. When the
successor assumes all obligations of the Company hereunder, except in the case
of a lease, all obligations of the predecessor shall terminate.

ARTICLE VI

DEFAULTS AND REMEDIES

6.01 Events of Default.

An Event of Default occurs if:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the Company defaults in the payment of the principal amount or
Redemption Price with respect to any Security when the same becomes due
and payable, whether on the Maturity Date, Redemption Date, Change in
Control Repurchase Date or otherwise, whether or not such payment shall
be prohibited by the provisions of Article XI hereof;                                                                                                                                                                                                                                                                                                                                                                           
|
| | (ii) the Company defaults in the payment of accrued and unpaid
interest on any Security when the same becomes due and payable and such
default continues for a period of 30 days, whether or not such payment
shall be prohibited by the provisions of Article XI hereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (iii) the Company fails to comply with any of its other agreements
in the Securities or this Indenture and the default continues for the
period and after the notice specified below;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (iv) the Company fails to provide a Change in Control Notice in
accordance with Section 3.08;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (v) the Company or any of its Significant Subsidiaries defaults in
the payment at the final maturity thereof, after the expiration of any
applicable grace period, of principal of, or premium, if any, on
indebtedness for money borrowed, other than Non-Recourse Indebtedness, in
the aggregate principal amount then outstanding of $30,000,000 or more,
or the acceleration of indebtedness for money borrowed in such aggregate
principal amount so that it becomes due and payable prior to the date on
which it would otherwise become due and payable and such acceleration is
not rescinded or such default is not cured within 30 business days after
notice to the Company in accordance with this Indenture;
|
| | (vi) the Company or any of its Significant Subsidiaries pursuant to
or within the meaning of any Bankruptcy Law:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (A) commences a voluntary case,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

22



---



##### 





| |                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (B) consents to the entry of an order for relief against it in an
involuntary case,                                                                                                                  
|
| | (C) consents to the appointment of a Custodian of it or for all or
substantially all of its property, or                                                                                             
|
| | (D) makes a general assignment for the benefit of its creditors; or                                                                                                                                  
|
| | (vii) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:                                                                                                     
|
| | (A) is for relief against the Company or any of its Significant
Subsidiaries in an involuntary case or proceeding, or adjudicates the
Company or any Significant Subsidiary insolvent or bankrupt,   
|
| | (B) appoints a Custodian of the Company or any of its Significant
Subsidiaries for all or substantially all of the property of the Company
or any such Significant Subsidiary, as the case may be, or
|
| | (C) orders the winding up or liquidation of the Company or any of
its Significant Subsidiaries,                                                                                                      
|
| | and the order or decree remains unstayed and in effect for 90 consecutive
days.                                                                                                                      

The term Bankruptcy Law means Title 11, U.S. Code or any similar federal
or State law for the relief of debtors. The term Custodian means any
receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

A default under Section 6.01 (iii) above is not an Event of Default until
the Trustee or the Holders of at least 25% in aggregate principal amount of the
Securities then outstanding notify the Company and the Trustee of the default
and the default is not cured within 60 days after receipt of the notice. The
notice must specify the default, demand that it be remedied and state that the
notice is a Notice of Default. If the Holders of 25% in aggregate principal
amount of the outstanding Securities request the Trustee to give such notice on
their behalf, the Trustee shall do so. When a default is cured, it ceases.

6.02 Acceleration.

If an Event of Default (other than an Event of Default specified in
Section 6.01(v) or (vi) with respect to the Company) as to which the Trustee
has received notice pursuant to the provisions of this Indenture occurs and is
continuing, the Trustee by notice to the Company or the Holders of at least 25%
in aggregate principal amount of the Securities then outstanding by notice to
the Company and the Trustee may declare the Securities to be due and payable.
Upon such declaration such principal and interest shall be due and payable
immediately. If an Event of Default specified in Section 6.01(v) or (vi) with
respect to the Company occurs, the principal of and accrued interest on all the
Securities shall ipso factobecome and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Securityholder.
The Holders of a majority in aggregate principal amount of the Securities then
outstanding by written notice to the Trustee may rescind an acceleration and
its consequences if the rescission

23



---



##### 



would not conflict with any order or decree and if all existing Events of
Default have been cured or waived except nonpayment of principal or interest
that has become due solely because of the acceleration and if all amounts due
to the Trustee under Section 7.07 have been paid.

6.03 Other Remedies.

Notwithstanding any other provision of this Indenture, if an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy
by proceeding at law or in equity to collect the payment of amounts due with
respect to the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative.

6.04 Waiver of Past Defaults.

Subject to Sections 6.07 and 9.02, the Holders of a majority in
aggregate principal amount of the Securities then outstanding by notice to the
Trustee may waive any past Default or Event of Default and its consequences,
except a default in the payment of the principal amount, accrued and unpaid
interest, any Redemption Price or any Repurchase Price. When a Default or an
Event of Default is waived, it is cured and ceases for every purpose of this
Indenture.

6.05 Control by Majority.

The Holders of a majority in aggregate principal amount of the Securities
then outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture, is unduly prejudicial to the rights
of other Securityholders or would involve the Trustee in personal liability;
providedthat the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

6.06 Limitation on Suits.

Except as provided in Section 6.07, a Securityholder may pursue a remedy
with respect to this Indenture or the Securities only if:



| |                                                                                     
| | ------------------------------------------------------------------------------------
| | (i) the Holder gives to the Trustee written notice of a continuing
Event of Default;



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



| |                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) such Holder or Holders offer and, if requested, provide to the
Trustee indemnity reasonably satisfactory to the Trustee against any
loss, liability or expense;

24



---



##### 





| |                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------
| | (iv) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer of indemnity; and



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

A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

6.07 Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of all amounts due with respect to the Securities, on
or after the respective due dates expressed in the Securities, or to bring suit
for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of the Holder.

6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01 (i) or (ii) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount due with respect
to the Securities, including any unpaid and accrued interest.

6.09 Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee, any
predecessor Trustee and the Securityholders allowed in any judicial proceedings
relative to the Company or its creditors or properties.

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

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

25



---



##### 



6.10 Priorities.

If the Trustee collects any money pursuant to this Article VI, it shall
pay out the money in the following order:

First: to the Trustee for amounts due under Section 7.07;

Second: to holders of Senior Indebtedness to the extent required by Article XI;

Third: to Securityholders for all amounts due and unpaid on the
Securities, without preference or priority of any kind, according to the
amounts due and payable on the Securities; and

Fourth: to the Company.

The Trustee, upon prior written notice to the Company may fix a record
date and payment date for any payment by it to Securityholders pursuant to this
Section 6.10.

6.11 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit other than the Trustee of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made
by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of
more than 10% in aggregate principal amount of the outstanding Securities.

26



---



##### 



ARTICLE VII

TRUSTEE

7.01 Duties of Trustee.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the
conduct of his or her own affairs.                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (B) Except during the continuance of an Event of Default:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (i) the Trustee need perform only those duties that are specifically
set forth in this Indenture and no implied covenants or obligations shall
be read into this Indenture against the Trustee; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (ii) in the absence of bad faith, willful misconduct or negligence
on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates
or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein).
|
| | (C) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (i) the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (ii) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (D) Every provision of this Indenture that in any way relates to the
Trustee is subject to the provisions of this Section 7.01.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (E) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the
Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

7.02 Rights of Trustee.



| |                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) Subject to Section 7.01, the Trustee may conclusively rely on
any document believed by it to be genuine and to have been signed or
presented by the proper

27



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | person. The Trustee need not investigate any fact or matter stated
in the document; if, however, the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled during normal
business hours to examine the relevant books, records and premises of the
Company, personally or by agent or attorney upon reasonable prior notice.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (B) Before the Trustee acts or refrains from acting, it may require
an Officers Certificate and/or an Opinion of Counsel. The Trustee shall
not be liable for any action it takes or omits to take in good faith in
reliance on such Officers Certificate or Opinion of Counsel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (C) Any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors shall be sufficiently evidenced by a
Board Resolution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (D) The Trustee may consult with counsel (such counsel to be
reasonably acceptable to the Company) and the advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (E) The Trustee may act through agents or attorneys and shall not be
responsible for the misconduct or negligence of any agent or attorney
appointed with due care.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (F) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its
discretion, rights or powers conferred upon it by this Indenture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (G) Except with respect to Section 6.01, the Trustee shall have no
duty to inquire as to the performance of the Company with respect to the
covenants contained in Article IV. In addition, the Trustee shall not be
deemed to have knowledge of an Event of Default except (1) any Default or
Event of Default occurring pursuant to Sections 6.01(i) and 6.01(ii) or
(2) any Default or Event of Default of which a Responsible Officer of the
Trustee shall have received written notification or obtained actual
knowledge. Delivery of reports, information and documents to the Trustee
under Article IV (other than Sections 4.04 and 4.07) is for informational
purposes only and the Trustees receipt of the foregoing shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Companys
compliance with any of its covenants hereunder (as to which the Trustee
is entitled to rely exclusively on Officers Certificates).
|
| | (H) The Trustee shall be under no obligation to exercise any of the
rights or powers vested by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture unless such Holders shall
have offered to the Trustee security or indemnity reasonably satisfactory
to the Trustee against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

28



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (I) The rights, privileges, protections, immunities and benefits
given to the Trustee, including without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in
each of its capacities hereunder, and each agent, custodian and other
person employed to act hereunder.                                                                                                                            
|
| | (J) The Trustee may request that the Company deliver an Officers
Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to
this Indenture, which Officers Certificate may be signed by any person
authorized to sign an Officers Certificate, including any person
specified as so authorized in any such certificate previously delivered
and not superseded.

7 .03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Company or any of its
Affiliates with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. The Trustee, however, must comply with
Sections 7.10 and 7.11.

7.04 Trustees Disclaimer.

The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities; it shall not be accountable for the Companys use
of the proceeds from the Securities; and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

7 .05 Notice of Defaults.

If a Default or Event of Default occurs and is continuing as to which the
Trustee has received notice pursuant to the provisions of this Indenture, the
Trustee shall mail to each Securityholder a notice of the Default or Event of
Default within 30 days after it occurs unless such Default or Event of Default
has been cured or waived. Except in the case of a Default or Event of Default
in payment of any amounts due with respect to any Security, the Trustee may
withhold the notice if and so long as it in good faith determines that
withholding the notice is in the interests of Securityholders.

7.06 Reports by Trustee to Holders.

Within 60 days after each May 15 beginning with May 15 after the date
hereof, the Trustee shall mail to each Securityholder if required by TIA §
313(a) a brief report dated as of such May 15 that complies with TIA § 313(c).
In such event, the Trustee also shall comply with TIA § 313(b).

A copy of each report at the time of its mailing to Securityholders shall
be mailed to the Company and filed by the Trustee with the SEC and each stock
exchange, if any, on which the Securities are listed. The Company shall
promptly notify the Trustee when the Securities are listed on any stock
exchange.

29



---



##### 



7.07 Compensation and Indemnity.

The Company shall pay to the Trustee from time to time such compensation
for its services as shall be agreed upon in writing. The Trustees
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred by it. Such expenses shall include
the reasonable compensation and out-of-pocket expenses of the Trustees agents
and counsel.

The Company shall indemnify the Trustee against any and all loss,
liability, damage, claim or expense (including the reasonable fees and expenses
of counsel and taxes other than those based upon the income of the Trustee)
incurred by it in connection with the acceptance or administration of this
trust and the performance of its duties hereunder, including the reasonable
costs and expenses of defending itself against any claim (whether asserted by
the Company, any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers and duties hereunder. The
Company need not pay for any settlement made without its consent. The Trustee
shall notify the Company promptly of any claim for which it may seek
indemnification. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through the Trustees
negligence, bad faith or willful misconduct.

To secure the Companys payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay amounts due on
particular Securities.

The indemnity obligations of the Company with respect to the Trustee
provided for in this Section 7.07 shall survive any resignation or removal of
the Trustee.

When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(v) or (vi) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

7.08 Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustees acceptance of
appointment as provided in this Section 7.08.

The Trustee may resign by so notifying the Company in writing 30 business
days prior to such resignation. The Holders of a majority in aggregate
principal amount of the Securities then outstanding may remove the Trustee by
so notifying the Trustee and the Company in writing and may appoint a successor
Trustee with the Companys consent. The Company may remove the Trustee if:



| |                                                   
| | --------------------------------------------------
| | (i) the Trustee fails to comply with Section 7.10;



| |                                                         
| | --------------------------------------------------------
| | (ii) the Trustee is adjudged a bankrupt or an insolvent;

30



---



##### 





| |                                                                                         
| | ----------------------------------------------------------------------------------------
| | (iii) a receiver or other public officer takes charge of the Trustee
or its property; or



| |                                              
| | ---------------------------------------------
| | (iv) the Trustee becomes incapable of acting.

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

If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee (at the Companys
expense), the Company or the Holders of at least 10% in aggregate principal
amount of the outstanding Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

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

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

7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee, if such successor corporation is otherwise eligible
hereunder.

7.10 Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or
state authorities and that has a combined capital and surplus of at least $100
million as set forth in its most recent published annual report of condition.
The Trustee shall comply with TIA § 310(b).

7.11 Preferential Collection of Claims Against Company.

The Trustee shall comply with TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). A Trustee who has resigned or been
removed shall be subject to TIA § 311(a) to the extent indicated.

31



---



##### 



ARTICLE VIII

DISCHARGE OF INDENTURE

8.01 Termination of the Obligations of the Company.

The Company may terminate all of its obligations under this Indenture if
all Securities previously authenticated and delivered (other than mutilated,
destroyed, lost or stolen Securities which have been replaced or paid as
provided in Section 2.07) have been delivered to the Trustee for cancellation
or if:



| |                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the Securities mature within one year or all of them are to be
called for redemption within one year under arrangements satisfactory to
the Trustee for giving the notice of redemption;



| |                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) the Company irrevocably deposits in trust with the Trustee
money or U.S. Government Obligations sufficient to pay the principal or
Redemption Price of and any unpaid and accrued interest on the Securities
to maturity or redemption, as the case may be. Immediately after making
the deposit, the Company shall give notice of such event to the
Securityholders;



| |                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) the Company has paid or caused to be paid all sums then
payable by the Company to the Trustee hereunder as of the date of such
deposit; and



| |                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) the Company has delivered to the Trustee an opinion of counsel
and an Officers Certificate stating that all conditions precedent
provided for herein relating to the satisfaction and discharge of this
Indenture have been complied with. The Company may make the deposit only
during the one-year period and only if Article XI permits it.

However, the Companys obligations in Sections 2.02, 2.03, 2.04, 2.05,
2.06, 2.07, 2.08, 2.15, 4.01, 4.02, 7.07, 7.08 and Article VIII shall
survive until the Securities are no longer outstanding. Thereafter the
obligations of the Company in Sections 7.07 and 8.03 shall survive.

After a deposit pursuant to this Section 8.01, the Trustee upon request
shall acknowledge in writing the discharge of the obligations of the Company
under the Securities and this Indenture, except for those surviving obligations
specified above.

In order to have money available on a payment date to pay the principal or
Redemption Price of and any unpaid and accrued interest on the Securities, the
U.S. Government Obligations shall be payable as to principal and any unpaid and
accrued interest on or before such payment date in such amounts as will provide
the necessary money.

U.S. Government Obligations means direct non-callable obligations of, or
non-callable obligations guaranteed by, the United States of America for the
payment of which the full faith and credit of the United States of America is
pledged.

32



---



##### 



8.02 Application of Trust Money.

The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.01. It shall apply the deposited
money and the money from U.S. Government Obligations through the Paying Agent
and in accordance with this Indenture to the payment of the principal or
Redemption Price of and any unpaid and accrued interest on the Securities.
Money and securities so held in trust are not subject to the subordination
provisions of Article XI.

8.03 Repayment to Company.

The Trustee and the Paying Agent shall promptly notify the Company of, and
pay to the Company upon the request of the Company, any excess money or
securities held by them at any time. The Trustee and the Paying Agent shall
pay to the Company upon the written request of the Company any money held by
them for the payment of the principal, Redemption Price or Repurchase Price of
and any unpaid and accrued interest that remains unclaimed for two years;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may, at the expense and request of the Company,
cause to be published once in a newspaper of general circulation in The City of
New York or cause to be mailed to each Holder, notice stating that such money
remains and that, after a date specified therein, which shall not be less than
30 days from the date of such publication or mailing, any unclaimed balance of
such money then remaining will be repaid to the Company. After repayment to
the Company, Securityholders entitled to the money must look to the Company for
payment as general creditors unless an applicable abandoned property law
designates another person and all liability of the Trustee and the Paying Agent
shall cease.

8.04 Reinstatement.

If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Sections 8.01 and 8.02 by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the obligations of the Company under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Sections 8.01 and 8.02 until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with Sections 8.01 and 8.02; provided, however, that if the
Company has made any payment of amounts due with respect to any Securities
because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.

33



---



##### 



ARTICLE IX

AMENDMENTS

9.01 Without Consent of Holders.

The Company, with the consent of the Trustee, may amend or supplement this
Indenture or the Securities without notice to or the consent of any
Securityholder:



| |                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) to evidence a successor to the Company and the assumption by
that successor of the Companys obligations under this Indenture and the
Securities;



| |                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------
| | (ii) to evidence and provide for the acceptance of the appointment
under this Indenture of a successor Trustee;



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) to add to the covenants of the Company described in this
Indenture for the benefit of Securityholders or to surrender any right or
power conferred upon the Company;



| |                                                                            
| | ---------------------------------------------------------------------------
| | (iv) to secure the obligations of the Company in respect of the
Securities;



| |                                                                               
| | ------------------------------------------------------------------------------
| | (v) to cure any ambiguity, inconsistency or other defect in this
Indenture; or



| |                                   
| | ----------------------------------
| | (vi) to comply with Sections 5.01.

Notwithstanding the foregoing, no supplemental indenture pursuant to the
foregoing clauses (iii), (iv) or (v) may be entered into without the consent of
the holders of a majority in principal amount of the Securities if such
supplemental indenture would materially and adversely affect the interests of
the Holders of the Securities.

9.02 With Consent of Holders.

The Company, with the consent of the Trustee, may amend or supplement this
Indenture or the Securities without notice to any Securityholder but with the
written consent of the Holders of a majority in aggregate principal amount of
the outstanding Securities. Subject to Section 6.07, the Holders of a
majority in aggregate principal amount of the outstanding Securities may waive
compliance by the Company with any provision of this Indenture or the
Securities without notice to any other Securityholder. However, without the
consent of each Securityholder affected, an amendment, supplement or waiver,
including a waiver pursuant to Section 6.04, may not:



| |                                                                                   
| | ----------------------------------------------------------------------------------
| | (i) reduce the rate of or change the time for payment of interest on
any Security;



| |                                                                                             
| | --------------------------------------------------------------------------------------------
| | (ii) make any Security payable in money or securities other than as
stated in such Security;



| |                                                  
| | -------------------------------------------------
| | (iii) change the stated maturity of any Security;

34



---



##### 





| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | (iv) reduce the principal amount, Redemption Price or Repurchase
Price of any Security;



| |                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (v) make any change that adversely affects the right of a Holder to
require the Company to repurchase a Security in accordance with Article
III;



| |                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vi) make any change that adversely affects the right to receive
payment with respect to any Security or the right to institute suit for
the enforcement of any payment with respect to any Security;



| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | (vii) modify the provisions of Article XI hereof in a manner adverse
to the Holders; or



| |                                                                                                         
| | --------------------------------------------------------------------------------------------------------
| | (viii) reduce the amount of Securities whose Holders must consent to
an amendment, supplement or waiver.

An amendment under this Section 9.02 may not make any change that
adversely affects the rights under Article XI of any holder of Senior
Indebtedness unless the holders of such Senior Indebtedness pursuant to its
terms consent to the change.

Promptly after an amendment under Section 9.01 and this Section 9.02
becomes effective, the Company shall mail to Securityholders a notice briefly
describing the amendment. Any failure of the Company to mail such notice shall
not in any way impair or affect the validity of such amendment, supplement or
waiver.

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

9.03 Compliance with Trust Indenture Act.



| |                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------
| | Every amendment, waiver or supplement to this Indenture or the Securities
shall comply with the TIA as then in effect.

9 .04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holders Security, even if notation of the consent is not made
on any Security. However, any such Holder or subsequent Holder may revoke the
consent as to its Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment, supplement or waiver
becomes effective. An amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every Securityholder.

After an amendment, supplement or waiver becomes effective with respect to
the Securities, it shall bind every Securityholder unless it makes a change
described in Section 9.02. In that case, the amendment, supplement or waiver
shall bind each Holder of a Security who has

35



---



##### 



consented to it and, provided that notice of such amendment, supplement or
waiver is reflected on a Security that evidences the same debt as the
consenting Holders Security, every subsequent Holder of a Security or portion
of a Security that evidences the same debt as the consenting Holders Security.

9.05 Notation on or Exchange of Securities.

If an amendment, supplement or waiver changes the terms of a Security, the
Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security as directed and
prepared by the Company about the changed terms and return it to the Holder.
Alternatively, if the Company so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.

9.06 Trustee Protected.

The Trustee need not sign any amendment, supplement or waiver authorized
pursuant to this Article IX that adversely affects the Trustees rights,
duties, liabilities or immunities. The Trustee shall be entitled to receive
and conclusively rely upon an Opinion of Counsel and an Officers Certificate
that any supplemental indenture, amendment or waiver is permitted or authorized
pursuant to the Indenture.

ARTICLE X

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

10.01 Applicability of Article; Companys Option to Effect Defeasance or
Covenant Defeasance.

The Company may at its option by Board Resolution, at any time, elect to
have either Section 10.02 or Section 10.03 hereof be applied to all outstanding
Securities upon compliance with the conditions set forth below in this Article
X.

10.02 Legal Defeasance and Discharge.

Upon the Companys exercise of the above option applicable to this
Section, the Company shall be deemed to have been discharged from its
obligations with respect to all outstanding Securities on the date the
conditions set forth in Section 10.04 are satisfied (hereinafter, Legal
Defeasance). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the outstanding Securities, which shall thereafter be deemed to be
outstanding only for the purposes of Section 10.05 and the other Sections of
this Indenture referred to in clauses (A) and (B) of this Section, and to have
satisfied all its other obligations under such Securities and this Indenture
(and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of outstanding Securities to receive, solely from the trust fund
described in Section 10.04 and as more fully set forth in such Section,
payments in respect of the principal of and interest, if any, on such
Securities when such

36



---



##### 



payments are due, (B) the Companys obligations with respect to such
Securities under Sections 2.06, 2.07, 4.01 and 4.02, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this Article X.
Subject to compliance with this Article X, the Company may exercise its option
under this Section notwithstanding the prior exercise of its option under
Section 10.03 with respect to such Securities. Money and securities held in
trust pursuant to Section 10.02 shall not be subject to Article XI.

10.03 Covenant Defeasance.

Upon the Companys exercise under Section 10.01 hereof of the option
applicable to this Section 10.03, the Company shall be released from its
obligations under any covenant or provision contained or referred to in Article
IV and Article V on and after the date the conditions set forth in Section
10.04 are satisfied (hereinafter, Covenant Defeasance), and the Securities
shall thereafter be deemed to be not outstanding for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with any such covenant, but shall
continue to be deemed outstanding for all other purposes hereunder. For this
purpose, such Covenant Defeasance means that, with respect to the outstanding
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section or
such other covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or such other covenant or by reason of
reference in any such Section or such other covenant to any other provision
herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01(iii) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities shall be unaffected thereby.

10 .04 Conditions to Legal Defeasance or Covenant Defeasance.

The following shall be the conditions to application of Section 10.02 or
Section 10.03 to the outstanding Securities:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements
of Section 11.12 who shall agree to comply with the provisions of this
Article X applicable to it) as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities, (1)
United States dollars in an amount, (2) U.S. Government Obligations
applicable which through the scheduled payment of principal and interest
in respect thereof in accordance with their terms and with no further
reinvestment will provide, not later than one day before the due date of
any payment of principal of and interest, if any, on such Securities, in
an amount, or (3) a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge, the principal
of and interest, if any, on such outstanding Securities on the Maturity
Date of such principal or installment of principal or interest.

37



---



##### 





| |                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Such Legal Defeasance or Covenant Defeasance shall not result
in a breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to which the
Company is a party or by which it is bound.



| |                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) No Default or Event of Default with respect to such Securities
shall have occurred and be continuing on the date of such deposit or,
insofar as Sections 6.01(v) and 6.01(vi) are concerned, at any time
during the period ending on the 91st day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied
until the expiration of such period).



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) In the case of an election under Section 10.02, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that
(1) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (2) since the date of execution of
this Indenture, there has been a change in the applicable federal income
tax law, in either case to the effect that, and based thereon such
opinion shall confirm that, the Holders of such outstanding Securities
will not recognize income, gain or loss for federal income tax purposes
as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v) In the case of an election under Section 10.03, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such outstanding Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vi) The Company shall have delivered to the Trustee an Officers
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the Legal Defeasance under Section 10.02 or the Covenant
Defeasance under Section 10.03, as the case may be, have been complied
with and an Opinion of Counsel to the effect that either (1) as a result
of a deposit pursuant to subsection (i) above and the related exercise of
the Companys option under Section 10.02 or Section 10.03, as the case may
be, registration is not required under the Investment Company Act of 1940,
as amended, by the Company, with respect to the trust funds representing
such deposit or by the trustee for such trust funds or (2) all necessary
registrations under said Act have been effected.

10.05 Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.

Subject to the provisions of Section 8.03, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 10.05, the
Trustee) pursuant to Section 10.04 in respect of any outstanding Securities
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities
of all sums due and to become due

38



---



##### 



thereon in respect of principal and interest, if any, but such money need
not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 10.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of such outstanding Securities.

Anything in this Article X to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 10.04 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a Legal
Defeasance or Covenant Defeasance, as applicable, in accordance with this
Article X.

10.06 Reinstatement.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 10.05 by reason of
any legal proceeding or by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Companys obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit has
occurred pursuant to this Article X until such time as the Trustee or
Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 10.05.



| |                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (B) If the Companys obligations under this Indenture and the
Securities shall be revived and reinstated in accordance with this
Section 10.06, the Company shall be permitted, at its discretion to
withdraw all or a portion of the deposits made by the Company pursuant to
this Article X.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If the Company elects not to withdraw any of the deposits made by
the Company pursuant to this Article X, if and when the Trustee or Paying
Agent is later permitted to apply all such money or U.S. Government
Obligations in accordance with Section 10.05, the rights of the Company
shall be subrogated to the rights of the Holders of the Securities to
receive payments from the money or U.S. Government Obligations deposited
by the Company pursuant to Article X and held by the Trustee or Paying
Agent; providedthat if the Company shall have made any payment of
principal or interest on the Securities because of the revival and
reinstatement of its obligations, which payment is not sourced from any
amounts deposited by the Company pursuant to Article X (such amount, in
the aggregate, being referred to as the Company Paid Amount), the
Company shall be permitted, at its discretion, to withdraw all or a
portion of the deposits made by the Company pursuant to this Article X up
to the Company Paid Amount.

39



---



##### 



ARTICLE XI

SUBORDINATION

11.01 Agreement to Subordinate.

The Company agrees, and each Securityholder by accepting a Security
agrees, that the payment of all amounts due with respect to the Securities is
subordinated in right of payment, to the extent and in the manner provided in
this Article XI, to the prior payment in full of all Senior Indebtedness and
that the subordination is for the benefit of the holders of Senior
Indebtedness.

Money and securities held in trust pursuant to Article VIII are not
subject to the subordination provisions of this Article XI.

11.02 Certain Definitions.

Indebtedness means, with respect to any person, the principal of, and
premium, if any, and interest on (a) all indebtedness of such person for
borrowed money (including all indebtedness evidenced by notes, bonds,
debentures or other securities sold by such person for money), (b) all
obligations incurred by such person in the acquisition (whether by way of
purchase, merger, consolidation or otherwise and whether by such person or
another person) of any business, real property or other assets (except trade
payables), (c) guarantees by such person of indebtedness described in clause
(a) or (b) of another person, (d) all renewals, extensions, refundings,
deferrals, restructurings, amendments and modifications of any such
indebtedness, obligation or guarantee, (e) all reimbursement obligations of
such person with respect to letters of credit, bankers acceptances or similar
facilities issued for the account of such person, (f) all capital lease
obligations of such person and (g) all net obligations of such person under
interest rate swap, currency exchange or similar agreements of such person.

Representative means the Trustee or other trustee, agent or
representative for an issue of Senior Indebtedness.

Senior Indebtedness means all Indebtedness of the Company outstanding at
any time, except the Securities, Indebtedness that by its terms provides that
it shall not be senior in right of payment to the Securities or Indebtedness
that by its terms provides that it shall be pari passu or junior in right
of payment to the Securities. Senior Indebtedness does not include
Indebtedness of the Company to any of its subsidiaries, the Companys 31⁄4%
Convertible Subordinated Notes due 2007 or the Companys 1.75% Convertible
Subordinated Notes due 2023.

11.03 Liquidation; Dissolution; Bankruptcy.

Upon any distribution of assets to creditors of the Company in a
liquidation, winding up or dissolution of the Company, or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Company or its property:

40



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) holders of Senior Indebtedness shall be entitled to receive
payment in full of the principal of and interest (including interest
accruing after the commencement of any such proceeding) to the date of
payment on the Senior Indebtedness before Securityholders shall be
entitled to receive any payment from the Company of amounts due with
respect to the Securities; and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) until the Senior Indebtedness is paid in full, any distribution
to which Securityholders would be entitled from the Company but for this
Article XI shall be made to holders of Senior Indebtedness, as their
interests may appear, except the Securityholders may receive securities
that are subordinated to Senior Indebtedness to at least the same extent
as the Securities and payments made pursuant to Sections 8.01 and 8.02.

11.04 Company Not to Make Payments with Respect to Securities in Certain
Circumstances.

No payment of amounts due may be made by the Company, directly or
indirectly, with respect to the Securities or to acquire any of the Securities
(including any repurchase right pursuant to the exercise of the Change in
Control Repurchase Right) at any time if a default in payment of the principal
of or premium, if any, or interest on Senior Indebtedness exists beyond any
applicable grace period, unless and until such default shall have been cured or
waived or shall have ceased to exist. During the continuance of any default
with respect to any Senior Indebtedness pursuant to which any Senior
Indebtedness has been issued (other than default in payment of the principal of
or premium, if any, or interest on any Senior Indebtedness), permitting the
holders thereof to accelerate the maturity thereof, no payment may be made by
the Company, directly or indirectly, of any amount due with respect to the
Securities (a Payment Blockage) until the earlier of (i) the date on which
such default has been cured or waived, (ii) 180 days following receipt of
written notice (a Payment Blockage Notice) to the Company from any holder or
holders thereof or its Representative or Representatives or the trustee or
trustees under any indenture under which any instrument evidencing any such
Senior Indebtedness may have been issued, that such a default has occurred and
is continuing, (iii) the date on which such Senior Indebtedness is discharged
or paid in full or (iv) the date of which the imposition of such Payment
Blockage shall have been terminated by written notice to such trustee or the
Company from such trustee or other representative initiating such Payment
Blockage. Notwithstanding the foregoing, no new Payment Blockage Notice shall
be given until a period of at least 365 consecutive days shall have elapsed
since the beginning of the prior Payment Blockage period. No default (other
than a default in payment) that existed or was continuing on the date of
delivery of any Payment Blockage Notice shall be the basis for any subsequent
Payment Blockage Notice, unless such default has been cured or waived for a
period of not less than 90 consecutive days. However, if the maturity of such
Senior Indebtedness is accelerated, no payment may be made by the Company on
the Securities until such Senior Indebtedness that has matured has been paid or
such acceleration has been cured or waived.

Regardless of anything to the contrary herein, nothing shall prevent (a)
any payment by the Trustee to the Securityholders of amounts deposited with it
pursuant to Article VIII or (b) any payment by the Trustee or the Paying Agent
as permitted by Section 11.12. Nothing contained in this Article XI will
limit the right of the Trustee or the Securityholders to

41



---



##### 



take any action to accelerate the maturity of the Securities pursuant to
Section 6.02 or to pursue any rights or remedies hereunder.

11 .05 Acceleration of Securities.

If payment of the Securities is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Indebtedness of
the acceleration.

11.06 When Distribution Must Be Paid Over.

In the event that the Company shall make any payment to the Trustee with
respect to the Securities at a time when such payment is prohibited by Section
11.03 or 11.04, such payment shall be held by the Trustee, in trust for the
benefit of, and shall be paid forthwith over and delivered to, the holders of
Senior Indebtedness (pro rataas to each of such holders on the basis of the
respective amounts of Senior Indebtedness held by them) or their Representative
or the trustee under the indenture or other agreement (if any) pursuant to
which Senior Indebtedness may have been issued, as their respective interests
may appear, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

If a distribution is made to Securityholders, that because of this
Article XI should not have been made to them, the Securityholders who receive
the distribution shall hold it in trust for holders of Senior Indebtedness and
pay it over to them as their interests may appear.

11.07 Notice by Company.

The Company shall promptly notify the Trustee and the Paying Agent in
writing of any facts known to the Company that would cause a payment of any
amount due with respect to the Securities to violate this Article XI, but
failure to give such notice shall not affect the subordination of the
Securities to the Senior Indebtedness provided in this Article XI.

11.08 Subrogation.

After all Senior Indebtedness is paid in full and until the Securities are
paid in full, Securityholders shall be subrogated (equally and ratably with all
other Indebtedness of the Company ranking pari passuwith the Securities) to
the rights of holders of Senior Indebtedness to receive distributions
applicable to Senior Indebtedness to the extent that distributions otherwise
payable to the Securityholders have been applied to the payment of Senior
Indebtedness. A distribution made under this Article XI to holders of Senior
Indebtedness which otherwise would have been made to Securityholders is not, as
between the Company and Securityholders, a payment by the Company on Senior
Indebtedness.

11.09 Relative Rights.

This Article XI defines the relative rights of Securityholders and holders
of Senior Indebtedness. Nothing in this Indenture shall:

42



---



##### 





| |                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) impair, as between the Company, on the one hand, and
Securityholders, on the other hand, the obligation of the Company, which
is absolute and unconditional, to pay all amounts due with respect to the
Securities in accordance with their terms;



| |                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------
| | (ii) affect the relative rights of Securityholders and creditors of
the Company other than holders of Senior Indebtedness; or



| |                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) prevent the Trustee or any Securityholder from exercising its
available remedies upon a Default or Event of Default, subject to the
rights of holders of Senior Indebtedness to receive distributions
otherwise payable to Securityholders.

Upon any distribution of assets of the Company referred to in this
Article XI, the Trustee, subject to the provisions of Sections 7.01 and
7.02, and the Holders of the Securities shall be entitled to rely upon any
order or decree by any court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending,
or a certificate of the liquidating trustee or agent or other person making any
distribution to the Trustee or the Holders of the Securities, for the purpose
of ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article XI. Nothing
contained in this Article XI or elsewhere in this Indenture or in any Security
is intended to or shall affect the obligation of the Company to make, or
prevent the Company from making, at any time except during the pendency of any
dissolution, winding up, liquidation or reorganization proceeding, and except
during the continuance of any default specified in Section 11.04 (not cured or
waived), payments at any time of all amounts due with respect to the
Securities.

11 .10 Subordination May Not Be Impaired by Company.

No right of any holder of Senior Indebtedness to enforce the subordination
of the indebtedness evidenced by the Securities shall be impaired by any act or
failure to act by the Company or by the failure of the Company to comply with
this Indenture.

11.11 Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, the distribution may be made and the notice given to their
Representatives.

11.12 Rights of Trustee and Paying Agent.

The Trustee or Paying Agent may continue to make payments on the
Securities until it receives written notice of facts that would cause a payment
of amounts due with respect to the Securities to violate this Article XI.
Only the Company or a Representative or a holder of an issue of Senior
Indebtedness that has no Representative may give the notice.

The Trustee shall be entitled to conclusively rely on the delivery to it
of a written notice by a person representing himself to be a holder of Senior
Indebtedness (or a Representative on behalf of such holder) to establish that
such notice has been given by a holder of Senior Indebtedness or a
Representative on behalf of any such holder. In the event that the

43



---



##### 



Trustee determines in good faith that further evidence is required with
respect to the right of any person who is a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article XI, the
Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by
such person, the extent to which such person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
person under this Article XI, and if such evidence is not furnished the Trustee
may defer any payment to such person pending judicial determination as to the
right of such person to receive such payment or until such time as the Trustee
shall be otherwise satisfied as to the right of such person to receive such
payment.

The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness and shall not be liable to any such holder if it shall
mistakenly pay over or distribute to Securityholders or the Company or any
other person money or assets to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article XI or otherwise.

11.13 Officers Certificate.

If there occurs an event referred to in Section 11.03 or 11.04, the
Company shall promptly give to the Trustee an Officers Certificate (on which
the Trustee may conclusively rely) identifying all holders of Senior
Indebtedness or their Representatives and the principal amount of Senior
Indebtedness then outstanding held by each such holder and stating the reasons
why such Officers Certificate is being delivered to the Trustee.

11 .14 Not to Prevent Events of Default.

The failure to make any payment due with respect to the Securities by
reason of any provision of this Article XI shall not be construed as
preventing the occurrence of an Event of Default under Section 6.01.

44



---



##### 



ARTICLE XII

MISCELLANEOUS

12.01 Trust Indenture Act Controls.

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

12.02 Notices.

Any notice or communication by the Company or the Trustee to one or both
of the others is duly given if in writing and delivered in person, mailed by
first-class mail or by express delivery to the other parties addresses stated
in this Section 12.02. The Company or the Trustee by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

Any notice or communication to a Securityholder shall be mailed to its
address shown on the register kept by the Registrar. Failure to mail a notice
or communication to a Securityholder or any defect in it shall not affect its
sufficiency with respect to other Securityholders.

If a notice or communication is mailed in the manner provided above, it is
duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Securityholders, it
shall mail a copy to the other and to the Trustee and each Agent at the same
time.

All notices or communications shall be in writing.

The Companys address is:



| |  |  | WebMD Corporation
669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361
Facsimile: (201) 703-3401
Attention: Executive Vice PresidentChief Financial Officer
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Trustees address is:



| |  |  | [NAME]
[ADDRESS]
Facsimile: [      ]
Attention: [      ]
| |  |  | --------------------------------------------------------

45



---



##### 



12.03 Communication by Holders with Other Holders.

Securityholders may communicate pursuant to TIA § 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA § 312(c).

12.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:



| |                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) an Officers Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and
|
| | (ii) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.                                                                        

Each signer of an Officers Certificate or an Opinion of Counsel may (if
so stated) rely, effectively, upon an Opinion of Counsel as to legal matters
and an Officers Certificate as to factual matters if such signer reasonably
and in good faith believes in the accuracy of the document relied upon.

12.05 Statements Required in Certificate or Opinion.

Each Officers Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:



| |                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) a statement that the person making such certificate or opinion
has read such covenant or condition;                                                                                                                                                    
|
| | (ii) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;                                                                            
|
| | (iii) a statement that, in the opinion of such person, he or she has
made such examination or investigation as is necessary to enable him or
her to express an informed opinion as to whether or not such covenant or
condition has been complied with; and
|
| | (iv) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.                                                                                                                                   

12.06 Rules by Trustee and Agents.



| |                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Trustee may make reasonable rules for action by or at a meeting of
Securityholders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for their respective functions.

46



---



##### 



12.07 Legal Holidays.

A Legal Holiday is a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the City of New York, in the State
of New York or in the city in which the Trustee or the applicable agent
administers its corporate trust business. If a payment date is a Legal Holiday
at a place of payment, payment may be made at that place on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue on that payment
for the intervening period.

A business day is a day other than a Legal Holiday.

12.08 No Recourse Against Others.

No past, present or future director, officer, employee, incorporator or
stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the
issuance of the Securities.

12.09 Duplicate Originals.

The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement. Delivery of an executed counterpart by facsimile shall be effective
as delivery of a manually executed counterpart thereof.

12.10 Governing Law.

The laws of the State of New York shall govern this Indenture and the
Securities.

12.11 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any of its subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

12.12 Successors.

All agreements of the Company in this Indenture and the Securities shall
bind their respective successors. All agreements of the Trustee in this
Indenture shall bind its successors.

12.13 Separability.

In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby
and a Holder shall have no claim therefor against any party hereto.

47



---



##### 



12.14 Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof and shall in no way modify or
restrict any of the terms or provisions hereof.

48



---



##### 



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

| |  |                   |  |       
| |  | ----------------- |  | ------
| |  | WEBMD CORPORATION
| |  |                   |  |       
| |  | By:               |  |       
| |  |                   |  |       
| |  |                   |  | Name: 
| |  |                   |  | Title:
| |  |                   |  |       
| |  | [             ]  
| |  | as Trustee       
| |  |                   |  |       
| |  | By:               |  |       
| |  |                   |  |       
| |  |                   |  | Name: 
| |  |                   |  | Title:

49



---



##### 



Exhibit A

[Face of Security]

WEBMD CORPORATION

[Certificate No. ]

[INSERT GLOBAL SECURITY LEGEND AS REQUIRED]

10% Subordinated Note due 2010

CUSIP No.


WEBMD CORPORATION, a Delaware corporation (herein called the Company),
for value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of  Dollars ($) on [      ], 2010,
and to pay interest thereon, as provided on the reverse hereof, until
the principal and any unpaid and accrued interest is paid or duly provided for.
The right to payment of the principal and all other amounts due with respect
hereto is subordinated to the rights of Senior Indebtedness as set forth in the
Indenture referred to on the reverse side hereof.

Interest Payment Dates: [           ] and [           ], with the
first payment to be made on [           ].

Record Dates: [           ] and [           ] immediately preceding
each Interest Payment Date.

The provisions on the back of this certificate are incorporated as if set
forth on the face hereof.

IN WITNESS WHEREOF, WEBMD CORPORATIONhas caused this instrument to be
duly signed.

|       |  |                   |  |       
|------ |  | ----------------- |  | ------
|       |  | WEBMD CORPORATION
|       |  |                   |  |       
|       |  | By:               |  |       
|       |  |                   |  |       
|       |  |                   |  | Name: 
|       |  |                   |  | Title:
|Dated: |  |                   |  |       
|       |  |                   |  |       

A-1



---



##### 



TRUSTEES CERTIFICATE OF AUTHENTICATION

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

[                 ], as Trustee

By:

          Authorized Signatory

|       |  |  |  | 
|------ |  |  |  | 
|Dated: |  |  |  | 
|       |  |  |  | 

A-2



---



##### 



[REVERSE OF SECURITY]

WEBMD CORPORATION

10% Subordinated Notes due 2010

1.     Interest.WebMD Corporation, a Delaware corporation (the Company),
promises to pay interest on the principal amount of this Security at the rate
per annumshown above. The Company will pay interest semiannually on [     ]
and [     ] of each year, with the first payment to be made on [
], to the Holders of record on the immediately preceding [     ] and
[     ], respectively, whether or not such day is a business day.
Interest on the Securities will accrue on the principal amount from the most
recent date to which interest has been paid or provided for or, if no interest
has been paid, from [     ]. Interest will be computed on the basis of a
360-day year of twelve 30-day months. The Company will not be required to make
any interest payment on the Securities on any day that is not a business day
until the next succeeding business day. Such interest payment made on the next
succeeding business day will be treated as though it were paid on the original
due date and no interest will accrue on the payment for the additional period
of time.

2.     Maturity.The Notes will mature on [     ], 2010.

3.     Method of Payment.The Company will pay interest on the Securities
(except defaulted interest) to the persons who are registered Holders of
Securities at the close of business on the record date set forth on the face of
this Security immediately preceding the applicable interest payment date.
Holders must surrender Securities to a Paying Agent to collect the principal,
Redemption Price or Repurchase Price of the Securities. The Company will pay
all amounts due with respect to the Securities in money of the United States
that at the time of payment is legal tender for payment of public and private
debts. However, the Company may pay interest, the Redemption Price, the
Repurchase Price and the principal amount at maturity, as the case may be, by
check or wire payable in such money; provided, however, that a Holder holding
Securities with an aggregate principal amount in excess of $2,000,000 will be
paid by wire transfer in immediately available funds at the election of such
Holder. The Company may mail an interest check to the Holders registered
address. Notwithstanding the foregoing, so long as this Security is registered
in the name of a Depositary or its nominee, all payments hereon shall be made
by wire transfer of immediately available funds to the account of the
Depositary or its nominee.

4.     Paying Agent, Registrar.Initially, [     ] (the Trustee) will act as
Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice. The Company may act as Paying Agent.

5.     Indenture; Ranking.The Company issued the Securities under an
Indenture, dated as of [     ], 2008 (the Indenture), between the Company and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939 (15 U.S. Code §§ 77aaa-77bbbb) (the Act) as in effect on the date of the
Indenture. The Securities are subject to all such terms, and Securityholders
are referred to the Indenture and the Act for a statement of such terms. The

A-3



---



##### 



Securities are general unsecured subordinated obligations of the Company
limited to $[          ] aggregate principal amount, except as otherwise provided in
Section 2.07 of the Indenture. The Securities rank equal in right of payment
to the Companys 31/4% Convertible Subordinated Notes due 2007 and the
Companys 1.75% Convertible Subordinated Notes due 2023. Terms used and not
otherwise defined herein that are defined in the Indenture have the meanings
assigned to them in the Indenture.

6.     Redemption by the Company.The Securities will be redeemable at the
option of the Company, in whole or in part, at any time, from time to time, at
the Redemption Price, plus accrued and unpaid interest thereon up to, but not
including, the Redemption Date for such Securities.

7.     Notice of Redemption.Notice of redemption will be mailed at least 30
days but not more than 60 days before the Redemption Date to each Holder to be
redeemed at its registered address. Securities in denominations larger than
$1,000 principal amount may be redeemed in part but only in positive integral
multiples of $1,000 principal amount. On and after the Redemption Date
interest ceases to accrue on Securities or portions of them called for
redemption.

8.     Repurchase Upon a Change in Control.Upon any Change in Control (as
defined below) with respect to the Company, each Holder shall have the right
(the Change in Control Repurchase Right), at the Holders option, subject to
the rights of the holders of Senior Indebtedness under Article XI of the
Indenture, to require the Company to repurchase all of such Holders
Securities, or a portion thereof which is $1,000 in principal amount or any
positive integral multiple thereof, on the date (the Change in Control
Repurchase Date) that is 30 business days after the date of the Change in
Control Notice (as defined below) at the Repurchase Price plus accrued and
unpaid interest to, but not including, the Change in Control Repurchase Date.
At the option of the Company, the Repurchase Price for Securities the Company
is required to repurchase pursuant to a Change in Control may be paid in Cash,
Common Stock or a combination of both, subject to certain conditions as set
forth in the Indenture.

Within 30 days after the occurrence of a Change in Control of the Company,
the Company shall mail to all Holders of record of the Securities a notice (the
Change in Control Notice) of the occurrence of such Change in Control and the
Change in Control Repurchase Right arising as a result thereof. The Company
shall deliver a copy of the Change in Control Notice to the Trustee and shall
disseminate a copy via a press release through Dow Jones & Company, Inc. or
Bloomberg Business News or other similarly broad public medium that is
customary for such press releases. To exercise the Change in Control
Repurchase Right, a Holder of Securities must deliver on or before the close of
business on the 30th day after the date of the Change in Control Notice
irrevocable written notice to the Trustee, or to a Paying Agent designated by
the Company for such purpose in the Change in Control Notice, in the form of
the Option of Holder to Elect Repurchase Notice on the back of the Security, of

the Holders exercise of such right together with the Securities with respect
to which the right is being exercised, duly endorsed for transfer.

A-4



---



##### 



A Change in Control of the Company shall be deemed to have occurred at
such time as:

(i) any person acquires beneficial ownership, directly or
indirectly, through a purchase, merger or other acquisition transaction
or series of transactions, of shares of the Companys capital stock
entitling the person to exercise 50% or more of the total voting power of
all shares of the Companys capital stock that are entitled to vote
generally in elections of directors, other than an acquisition by the
Company, any of its subsidiaries or any of its employee benefit plans; or

(ii) the conveyance, sale transfer or lease by the Company of all or
substantially all of its assets to another person.

However, a Change in Control will not be deemed to have occurred if all or
substantially all (but in no event less than 90%) of the consideration,
excluding Cash payments for fractional shares of Common Stock and Cash payments
made pursuant to dissenters appraisal rights, in a merger or consolidation
otherwise constituting a Change in Control in the preceding paragraph consists
of shares of common stock, depositary receipts or other certificates
representing common equity interests traded on a national securities exchange
or quoted on the NASDAQ National Market, or will be so traded or quoted
immediately following such merger or consolidation, and as a result of such
merger or consolidation the Securities become convertible solely into such
common stock, depositary receipts or other certificates representing common
equity interests.

For purposes of this Change in Control definition:

(1) whether a person is a beneficial owner will be
determined in accordance with Rule 13d-3 under the Exchange
Act as in effect on the date hereof; and

(2) a person includes any syndicate or group that
would be deemed to be a person under Section 13(d)(3) of the
Exchange Act as in effect on the date hereof.

9.     Discharge or Defeasance.Subject to certain conditions, the Company at
any time may terminate all of some of its obligations under the Securities and
the Indenture if the Company irrevocably deposits with the Trustee money or
U.S. Government Obligations for the payment of principal and interest on the
Securities to the redemption or maturity, as the case may be.

10.     Subordination.The Securities are subordinated in right of payment, in
the manner and to the extent set forth in Article XI of the Indenture, to the
prior payment in full of all Senior Indebtedness. Each Holder by accepting a
Security agrees to such subordination and authorizes the Trustee to give it
effect.

11.     Denominations, Transfer, Exchange.The Securities are in registered
form without coupons in denominations of $1,000 principal amount and positive
integral multiples of $1,000 principal amount. The transfer of Securities may
be registered and Securities may be

A-5



---



##### 



exchanged as provided in the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents. 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.
The Registrar need not exchange or register the transfer of any Security
selected for redemption in whole or in part, except the unredeemed portion of
Securities to be redeemed in part. Also, it need not exchange or register the
transfer of any Securities for a period of 15 days before the mailing of a
notice of redemption of the Securities selected to be redeemed and in certain
other circumstances provided in the Indenture.

12.     Persons Deemed Owners.The registered Holder of a Security may be
treated as the owner of such Security for all purposes.

13.     Merger or Consolidation.The Company shall not consolidate with or
merge with or into, or convey, transfer or lease all or substantially all of
its properties and assets to, another person unless such other person is a
corporation organized under the laws of the United States, any State thereof or
the District of Columbia or a corporation or comparable legal entity organized
under the laws of a foreign jurisdiction and whose equity securities are listed
on a national securities exchange in the United States or authorized for
quotation on the NASDAQ National Market prior to or upon giving effect to the
transaction (provided, however, that in the case of a transaction where the
surviving entity is organized under the laws of a foreign jurisdiction, the
Company may not consummate the transaction without first (i) making provision
for the satisfaction of its obligations to repurchase the Securities following
a Change in Control, if any, (ii) amending the terms of the Securities to
provide that, in the event the Company is required under the laws of such
foreign jurisdiction (or any political subdivision thereof) to withhold or
deduct amounts in respect of taxes from payments made to Securityholders on the
Securities, the Company will pay, subject to certain standard exceptions, such
additional amounts to the holders as may be necessary so that each
Securityholder will receive the same amounts it would have received had no such
withholding or deduction been required, and (iii) obtaining an opinion of tax
counsel experienced in such matters to the effect that, under then existing
United States federal income tax laws, there would be no material adverse tax
consequences to Securityholders of the Securities resulting from such
transaction); such person assumes by supplemental indenture all the obligations
of the Company, under the Securities and this Indenture; and immediately after
giving effect to the transaction, no Default or Event of Default shall exist
under the terms of the Indenture.

14.     Amendments, Supplements and Waivers.Subject to certain exceptions, the
Indenture or the Securities may be amended or supplemented with the consent of
the Holders of a majority in aggregate principal amount of the Securities then
outstanding, and any existing Default or Event of Default may be waived with
the consent of the Holders of a majority in aggregate principal amount of the
Securities then outstanding. Without notice to or the consent of any
Securityholder, the Indenture or the Securities may be amended or supplemented,
with the consent of the Trustee, to cure any ambiguity, inconsistency or other
defect in the Indenture; to comply with Section 5.01 of the Indenture; to
evidence a successor to the Company and the assumption by that successor of the
Companys obligations under the Indenture and the Securities; to evidence and
provide for the acceptance of the appointment under the Indenture of a
successor Trustee; to secure the obligations of the Company in respect of the
Securities; or to

A-6



---



##### 



add to covenants of the Company described in the Indenture for the benefit
of Securityholders or to surrender any right or power conferred upon the
Company.

15.     Defaults and Remedies.An Event of Default includes the occurrence of
those events set forth in Section 6.01 of the Indenture. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Securities then outstanding may declare all
the Securities to be due and payable immediately, except as provided in the
Indenture. If an Event of Default specified in Section 6.01 (vi) or (vii) of
the Indenture with respect to the Company occurs, the principal of and accrued
interest on all the Securities shall ipso factobecome and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Securityholder. The Company must furnish an annual compliance certificate
to the Trustee.

16.     Registration Rights.The Holders are entitled to registration rights as
set forth in Exhibit [] to the Purchase Agreement.

17.     Trustee Dealings with the Company.The Trustee under the Indenture, or
any banking institution serving as successor Trustee thereunder, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not Trustee.

18.     No Recourse Against Others.No past, present or future director,
officer, employee or stockholder, as such, of the Company shall have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

19.     Authentication.This Security shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

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

THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND
WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:



| |  |  | WebMD Corporation
669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361
Attention: Executive Vice PresidentChief Financial Officer
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------

A-7



---



##### 



[FORM OF ASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER



---

(please print or type name and address)




---



---

the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints




Attorney to transfer the Security on the books of the Company with full power of substitution in the premises.


|       |  |  |                                                                                                                                                                                                                                                                                                                                                                                      
|------ |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dated: |  |  |                                                                                                                                                                                                                                                                                                                                                                                      
|       |  |  |                                                                                                                                                                                                                                                                                                                                                                                      
|       |  |  | NOTICE: The signature on this assignment must
correspond with the name as it appears upon
the face of the within Security in every
particular without alteration or enlargement
or any change whatsoever and be guaranteed by
a guarantor institution participating in the
Securities Transfer Agents Medallion Program
or in such other guarantee program acceptable
to the Trustee.

|                     |  | 
|-------------------- |  | 
|Signature Guarantee: | 
|                     | 

A-8



---



##### 



OPTION OF HOLDER TO ELECT REPURCHASE NOTICE

|                             | 
|---------------------------- | 
|Certificate No. of Security: | 
|                             | 

If you want to elect to have this Security purchased by the Company
pursuant to Section 3.08 of the Indenture, check the box:o

If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 3.08 of the Indenture, state the principal amount:

| |   |                                    
| | - | -----------------------------------
| | $ |                                    
| |   |                                    
| |   | (in an integral multiple of $1,000)

|                            |                                                                                                                                                                                                |                                                                             |  | 
|--------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- |  | 
|Date:                       |                                                                                                                                                                                                | Signature(s):                                                               |  | 
|                            |                                                                                                                                                                                                |                                                                             |  | 
|                            |                                                                                                                                                                                                |                                                                             |  | 
|                            |                                                                                                                                                                                                |                                                                            
|                            |                                                                                                                                                                                                | (Sign exactly as your name(s) appear(s) on the
other side of this Security)
|                            |                                                                                                                                                                                                |                                                                             |  | 
|Signature(s) guaranteed by: | (All signatures must be guaranteed by a
guarantor institution participating in the
Securities Transfer Agents Medallion Program
or in such other guarantee program acceptable
to the Trustee.)

A-9



---



##### 



SCHEDULE A

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY1

The following exchanges of a part of this Global Security for an interest
in another Global Security or for Securities in certificated form, have been
made:

|                 |  |                     |  |  |                  |  |  |                     
|---------------- |  | ------------------- |  |  | ---------------- |  |  | --------------------
|                 |  |                     |  |  | Amount of        |  |  | Principal amount of 
|                 |  | Amount of decrease  |  |  | increase in      |  |  | this Global Security
|                 |  | in Principal amount |  |  | Principal amount |  |  | following such      
|                 |  | of this Global      |  |  | of this Global   |  |  | decrease (or        
|Date of Exchange |  | Security            |  |  | Security         |  |  | increase)           
|                 |  |                     |  |  |                  |  |  |                     



---

|1 This is included in Global Securities only. |  | 
|--------------------------------------------- |  | 

S-1



---



##### 



Exhibit B

FORM OF LEGEND FOR GLOBAL SECURITY

Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:



| |  | THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR
A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS SECURITY IS
NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN
A TRANSFER OF THIS SECURITY 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 THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT 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.                                        
|
| |  | TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSORS NOMINEE.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

B-1