EX-4.1



 





Exhibit 4.1




 





WESCO INTERNATIONAL, INC.




1.75% Convertible Senior Debentures due 2026




 






INDENTURE




Dated as of November 2, 2006




 






THE BANK OF NEW YORK




Trustee




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 Definitions and Incorporation by Reference
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.01. Definitions
	 	 	1	 
	SECTION 1.02. Incorporation by Reference of Trust Indenture Act
	 	 	17	 
	SECTION 1.03. Rules of Construction
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 2 The Debentures
	 	 	18	 
	 
	 	 	 	 
	SECTION 2.01. Designation, Amount and Issuance of Debentures
	 	 	18	 
	SECTION 2.02. Form of the Debentures
	 	 	18	 
	SECTION 2.03. Date and Denomination of Debentures; Payment at Maturity; Payment of
Interest
	 	 	19	 
	 
	 	 	 	 
	SECTION 2.04. Execution and Authentication
	 	 	21	 
	SECTION 2.05. Registrar and Paying Agent
	 	 	21	 
	SECTION 2.06. Paying Agent to Hold Money in Trust
	 	 	22	 
	SECTION 2.07. Debentureholder Lists
	 	 	22	 
	SECTION 2.08. Exchange and Registration of Transfer of Debentures; Restrictions on
Transfer
	 	 	22	 
	 
	 	 	 	 
	SECTION 2.09. Replacement Debentures
	 	 	27	 
	SECTION 2.10. Outstanding Debentures
	 	 	28	 
	SECTION 2.11. Temporary Debentures
	 	 	28	 
	SECTION 2.12. Cancellation
	 	 	28	 
	SECTION 2.13. Defaulted Interest
	 	 	29	 
	SECTION 2.14. CUSIP and ISIN Numbers
	 	 	29	 
	 
	 	 	 	 
	ARTICLE 3 Redemption and Repurchase of Debentures
	 	 	29	 
	 
	 	 	 	 
	SECTION 3.01. Optional Redemption of Debentures
	 	 	29	 
	SECTION 3.02. Notice of Optional Redemption; Selection of Debentures to Be Redeemed
	 	 	29	 
	SECTION 3.03. Payment of Debentures Called for Redemption
	 	 	31	 
	SECTION 3.04. Repurchase at Option of Holders Upon a Fundamental Change
	 	 	32	 






  -i-




 









 





	 	 	 	 	 
	SECTION 3.05. Repurchase of Debentures by the Company at the Option of Holders
	 	 	33	 
	SECTION 3.06. Company Repurchase Notice
	 	 	35	 
	SECTION 3.07. Effect of Repurchase Notice; Withdrawal
	 	 	36	 
	SECTION 3.08. Deposit of Repurchase Price
	 	 	37	 
	SECTION 3.09. Debentures Repurchased in Part
	 	 	37	 
	 
	 	 	 	 
	ARTICLE 4 Covenants
	 	 	37	 
	 
	 	 	 	 
	SECTION 4.01. Payment of Debentures
	 	 	37	 
	SECTION 4.02. Maintenance of Office or Agency
	 	 	37	 
	SECTION 4.03. 144A Information
	 	 	38	 
	SECTION 4.04. Existence
	 	 	38	 
	SECTION 4.05. Payment of Taxes and Other Claims
	 	 	38	 
	SECTION 4.06. Compliance Certificate
	 	 	39	 
	SECTION 4.07. Further Instruments and Acts
	 	 	39	 
	SECTION 4.08. Contingent Interest
	 	 	39	 
	SECTION 4.09. Contingent Interest Notification
	 	 	40	 
	SECTION 4.10. Tax Treatment
	 	 	40	 
	SECTION 4.11. Additional Interest Notice
	 	 	40	 
	 
	 	 	 	 
	ARTICLE 5 Successor Company
	 	 	40	 
	 
	 	 	 	 
	SECTION 5.01. When Company May Merge or Transfer Assets
	 	 	40	 
	SECTION 5.02. Successor to be Substituted
	 	 	41	 
	SECTION 5.03. Opinion of Counsel to be Given Trustee
	 	 	42	 
	 
	 	 	 	 
	ARTICLE 6 Defaults and Remedies
	 	 	42	 
	 
	 	 	 	 
	SECTION 6.01. Events of Default
	 	 	42	 
	SECTION 6.02. Acceleration
	 	 	44	 
	SECTION 6.03. Other Remedies
	 	 	44	 
	SECTION 6.04. Waiver of Past Defaults
	 	 	44	 
	SECTION 6.05. Control by Majority
	 	 	45	 
	SECTION 6.06. Limitation on Suits
	 	 	45	 
	SECTION 6.07. Rights of Debentureholders to Receive Payment
	 	 	46	 






  -ii-




 









 





	 	 	 	 	 
	SECTION 6.08. Collection Suit by Trustee
	 	 	46	 
	SECTION 6.09. Trustee May File Proofs of Claim
	 	 	46	 
	SECTION 6.10. Priorities
	 	 	46	 
	SECTION 6.11. Undertaking for Costs
	 	 	46	 
	SECTION 6.12. Waiver of Stay, Extension or Usury Laws
	 	 	47	 
	 
	 	 	 	 
	ARTICLE 7 Trustee
	 	 	47	 
	 
	 	 	 	 
	SECTION 7.01. Duties of Trustee
	 	 	47	 
	SECTION 7.02. Rights of Trustee
	 	 	48	 
	SECTION 7.03. Individual Rights of Trustee
	 	 	49	 
	SECTION 7.04. Trustee’s Disclaimer
	 	 	49	 
	SECTION 7.05. Notice of Defaults
	 	 	49	 
	SECTION 7.06. Reports by Trustee to Debentureholders
	 	 	50	 
	SECTION 7.07. Compensation and Indemnity
	 	 	50	 
	SECTION 7.08. Replacement of Trustee
	 	 	51	 
	SECTION 7.09. Successor Trustee by Merger
	 	 	51	 
	SECTION 7.10. Eligibility; Disqualification
	 	 	52	 
	SECTION 7.11. Preferential Collection of Claims Against Company
	 	 	52	 
	 
	 	 	 	 
	ARTICLE 8 Discharge of Indenture
	 	 	52	 
	 
	 	 	 	 
	SECTION 8.01. Discharge of Liability on Debentures
	 	 	52	 
	SECTION 8.02. Application of Trust Money
	 	 	52	 
	SECTION 8.03. Repayment to Company
	 	 	53	 
	SECTION 8.04. Reinstatement
	 	 	53	 
	 
	 	 	 	 
	ARTICLE 9 Amendments
	 	 	53	 
	 
	 	 	 	 
	SECTION 9.01. Without Consent of Debentureholders
	 	 	53	 
	SECTION 9.02. With Consent of Debentureholders
	 	 	54	 
	SECTION 9.03. Compliance with Trust Indenture Act
	 	 	55	 
	SECTION 9.04. Revocation and Effect of Consents and Waivers
	 	 	55	 
	SECTION 9.05. Notation on or Exchange of Debentures
	 	 	56	 
	SECTION 9.06. Trustee to Sign Amendments
	 	 	56	 






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	ARTICLE 10 Conversion of Debentures
	 	 	56	 
	 
	 	 	 	 
	SECTION 10.01. Right to Convert
	 	 	56	 
	SECTION 10.02. Exercise of Conversion Right; Issuance of Common Stock on Conversion;
No Adjustment for Interest or Dividends
	 	 	59	 
	SECTION 10.03. Cash Payments in Lieu of Fractional Shares
	 	 	61	 
	SECTION 10.04. Conversion Rate
	 	 	61	 
	SECTION 10.05. Adjustment of Conversion Rate
	 	 	62	 
	SECTION 10.06. Effect of Reclassification, Consolidation, Merger or Sale
	 	 	72	 
	SECTION 10.07. Taxes on Shares Issued
	 	 	73	 
	SECTION 10.08. Reservation of Shares, Shares to be Fully Paid; Compliance with
Governmental Requirements; Listing of Common Stock
	 	 	74	 
	SECTION 10.09. Responsibility of Trustee
	 	 	74	 
	SECTION 10.10. Notice to Holders Prior to Certain Actions
	 	 	75	 
	SECTION 10.11. Stockholder Rights Plans
	 	 	76	 
	SECTION 10.12. Settlement Upon Conversion
	 	 	76	 
	SECTION 10.13. Conversion After a Public Acquirer Change of Control
	 	 	76	 
	 
	 	 	 	 
	ARTICLE 11 Distribution Guarantee
	 	 	77	 
	 
	 	 	 	 
	SECTION 11.01. Distribution Guarantee
	 	 	77	 
	SECTION 11.02. Limitation on Liability
	 	 	79	 
	SECTION 11.03. When Distribution May Merge or Transfer Assets
	 	 	79	 
	SECTION 11.04. No Waiver
	 	 	80	 
	SECTION 11.05. Modification
	 	 	81	 
	SECTION 11.06. Anti-Layering Covenant
	 	 	81	 
	 
	 	 	 	 
	ARTICLE 12 Subordination of the Distribution Guarantee
	 	 	81	 
	 
	 	 	 	 
	SECTION 12.01. Agreement to Subordinate
	 	 	81	 
	SECTION 12.02. Liquidation, Dissolution, Bankruptcy
	 	 	81	 
	SECTION 12.03. Default on Designated Senior Indebtedness of Distribution
	 	 	82	 
	SECTION 12.04. Demand for Payment
	 	 	83	 
	SECTION 12.05. When Distribution Must Be Paid Over
	 	 	83	 
	SECTION 12.06. Subrogation
	 	 	83	 
	SECTION 12.07. Relative Rights
	 	 	83	 






  -iv-




 









 





	 	 	 	 	 
	SECTION 12.08. Subordination May Not Be Impaired by Distribution
	 	 	83	 
	SECTION 12.09. Rights of Trustee and Paying Agent
	 	 	83	 
	SECTION 12.10. Distribution or Notice to Representative
	 	 	84	 
	SECTION 12.11. Article 12 Not to Prevent Events of Default or Limit Right to
Accelerate
	 	 	84	 
	SECTION 12.12. Trustee Entitled to Rely
	 	 	84	 
	SECTION 12.13. Trustee to Effectuate Subordination
	 	 	85	 
	SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Indebtedness of
Distribution
	 	 	85	 
	SECTION 12.15. Reliance by Holders of Senior Indebtedness of Distribution on
Subordination Provisions
	 	 	85	 
	 
	 	 	 	 
	ARTICLE 13 Miscellaneous
	 	 	85	 
	 
	 	 	 	 
	SECTION 13.01. Trust Indenture Act Controls
	 	 	85	 
	SECTION 13.02. Notices
	 	 	85	 
	SECTION 13.03. Communication by Debentureholders with Other Debentureholders
	 	 	86	 
	SECTION 13.04. Certificate and Opinion as to Conditions Precedent
	 	 	86	 
	SECTION 13.05. Statements Required in Certificate or Opinion
	 	 	86	 
	SECTION 13.06. When Debentures Disregarded
	 	 	87	 
	SECTION 13.07. Rules by Trustee, Paying Agent and Registrar
	 	 	87	 
	SECTION 13.08. Legal Holidays
	 	 	87	 
	SECTION 13.09. GOVERNING LAW
	 	 	87	 
	SECTION 13.10. No Recourse Against Others
	 	 	87	 
	SECTION 13.11. Successors
	 	 	87	 
	SECTION 13.12. Multiple Originals
	 	 	87	 
	SECTION 13.13. Table of Contents; Headings
	 	 	87	 
	SECTION 13.14. Indenture, Debentures and Guarantee Solely Corporate Obligations
	 	 	87	 






  -v-




 









 





	 	 	 	 	 
	Exhibit A

	 	—
	 	Form of Debenture
	 
	 	 	 	 
	Exhibit B

	 	—
	 	Form of Restrictive Legend for Common Stock Issued Upon Conversion






 -vi-




 









 





     INDENTURE dated as of November 2, 2006, among WESCO INTERNATIONAL, INC., a Delaware
corporation (the “Company”), WESCO DISTRIBUTION, INC., a Delaware corporation, as guarantor
(“Distribution”), THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”).



     WHEREAS, the Company has duly authorized the creation of an issue of its 1.75% Convertible
Senior Debentures due 2026 (the “Debentures”), having the terms, tenor, amount and other provisions
hereinafter set forth, and, to provide therefor, the Company has duly authorized the execution and
delivery of this Indenture; and



     WHEREAS, Distribution has duly authorized its guarantee of the Debentures (the “Distribution
Guarantee”), having the terms, tenor, amount and other provisions hereinafter set forth, and, to
provide therefor, Distribution has duly authorized the execution and delivery of this Indenture;
and



     WHEREAS, all things necessary to make the Debentures, when the Debentures are duly executed by
the Company and authenticated and delivered hereunder and duly issued by the Company, the valid
obligations of the Company, and all things necessary to make the Distribution Guarantee, when the
Debentures are duly executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, a valid obligation of Distribution, and to make this Indenture a valid and
binding agreement of the Company and Distribution, in accordance with their and its terms, have
been done and performed, and the execution of this Indenture and the issue hereunder of the
Debentures have in all respects been duly authorized,



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the Securities by the holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
holders of the Debentures, as follows:



ARTICLE 1




Definitions and Incorporation by Reference




     SECTION 1.01.   Definitions.



     “Accepted Purchased Shares” has the meaning specified in Section 10.05(g).



     “Additional Interest” has the meaning specified for Additional Interest in Section 3(a) of the
Registration Rights Agreement.



     “Additional Interest Notice” has the meaning specified in Section 4.11.



     “Additional Shares” has the meaning specified in Section 10.04(b).



     “Administrative Agent” means that Person then acting as the administrative agent under the
Credit Agreement.



 









 





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



     “Agent Members” has the meaning specified in Section 2.08(b).



     “Applicable Consideration” has the meaning specified in Section 10.06.



     “Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of
determination, the present value (discounted at the interest rate borne by the Notes, compounded
annually) of the total obligations of the lessee for rental payments during the remaining term of
the lease included in such Sale/Leaseback Transaction (including any period for which such lease
has been extended).



     “Average Life” means, as of the date of determination, with respect to any Indebtedness or
Preferred Stock, the quotient obtained by dividing (i) the sum of the products of the numbers of
years from the date of determination to the dates of each successive scheduled principal payment of
such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied
by the amount of such payment by (ii) the sum of all such payments.



     “Bank Indebtedness” means any and all amounts payable under or in respect of the Credit
Agreement and any Refinancing Indebtedness with respect thereto, as amended, restated,
supplemented, waived, refinanced, replaced, renewed, extended or otherwise modified from time to
time, including principal, premium (if any), interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to Distribution whether or not
a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses,
reimbursement obligations, Guarantees, indemnities and all other amounts payable thereunder or in
respect thereof.



     “Bankruptcy Law” has the meaning specified in Section 6.01.



     “Blockage Notice” has the meaning specified in Section 12.03.



     “Board of Directors” means the Board of Directors of the Company or, other than in the case of
the definition of “Continuing Directors,” any committee thereof duly authorized to act on behalf of
such Board.



     “Business Day” means each day which is not a Legal Holiday.



     “Capital Stock” of any Person means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt
securities convertible into such equity.



-2-









 





     “Capitalized Lease Obligations” means an obligation that is required to be classified and
accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and
the amount of Indebtedness represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of
the last payment of rent or any other amount due under such lease prior to the first date upon
which such lease may be prepaid by the lessee without payment of a penalty.



     “Cash Settlement Averaging Period” means, with respect to any Debentures, the 20 consecutive
Trading-Day period beginning on and including the second Trading Day after a Holder delivers a
conversion notice to the conversion agent, except that (1) with respect to any conversion notice
received after the date of issuance of a notice of redemption pursuant to Article 3, “Cash
Settlement Averaging Period” means the 20 consecutive Trading Days beginning on and including the
twenty-third Trading Day prior to the applicable Redemption Date and (2) with respect to any
conversion arising solely by reason of the occurrence of a Fundamental Change, the “Cash Settlement
Averaging Period” means the 20 consecutive Trading Days beginning on and including the twenty-third
scheduled Trading Day prior to the Fundamental Change Repurchase Date.



     “Closing Sale Price” of any share of Common Stock or any other security on any Trading Day
means the closing sale price of such security (or, if no closing sale price is reported, the
average of the closing bid and ask prices or, if more than one in either case, the average of the
average closing bid and the average closing ask prices) on such date as reported in composite
transactions for the principal U.S. securities exchange on which the shares of Common Stock are
traded or, if the shares of Common Stock are not listed on a U.S. national or regional securities
exchange, as reported by Pink Sheets LLC. In the absence of such a quotation, the Closing Sale
Price shall be determined by a nationally recognized securities dealer retained by the Company to
make such determination. The Closing Sale Price shall be determined without reference to extended
or after hours trading.



     “Closing Date” means the date of this Indenture.



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



     “Common Stock” means any stock of any class of the Company which has no preference in respect
of dividends or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and which is not subject to redemption by the Company.
Subject to the provisions of Section 10.06, however, shares issuable on conversion of Debentures
shall include only shares of the class designated as common stock of the Company at the date of
this Indenture (namely, the Common Stock, par value $0.01) or shares of any class or classes
resulting from any reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company and which are not subject to redemption by
the Company; provided that if at any time
there shall be more than one such resulting class, the shares of each such class then so
issuable on conversion shall be substantially in the proportion which
the total number of shares of such




-3-










 




class resulting from all such reclassifications
bears to the total number of shares of all such classes resulting from all such reclassifications.




          “Company” means the party named as such in this Indenture until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained herein and required by
the TIA, each other obligor on the indenture securities.




          “Company Repurchase Notice” has the meaning specified in Section 3.06.




          “Contingent Interest” means interest that accrues and is payable as provided in Section 4.08.




          “Contingent Payment Regulations” has the meaning specified in Section 4.10.




          “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors who (i) was a member of the Board of Directors on the date of this Indenture; or (ii) was
nominated for election or elected to the Board of Directors with the approval of a majority of the
Continuing Directors who were members of the Board of Directors at the time of such new director’s
nomination or election.




          “Conversion Date” has the meaning specified in Section 10.02.




          “Conversion Notice” has the meaning specified in Section 10.02.




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




          “Conversion Rate” means the number of shares of Common Stock into which each $1,000 principal
amount of Debentures is convertible, which is initially 11.3437, subject to adjustments as set
forth herein.




          “Corporate Trust Office” or other similar term, means the designated office of the Trustee at
which at any particular time its corporate trust business as it relates to this Indenture shall be
administered, which office is, at the date as of which this Indenture is dated, located at The Bank
of New York, 101 Barclay Street, Floor 8W, New York, NY 10286, Attention: Corporate Trust
Administration or at any other time at such other address as the Trustee may designate from time to
time by notice to the Company.




          “Credit Agreement” means the third amended and restated credit agreement dated as of November
1, 2006 among Distribution, the other credit parties signatory thereto, the lenders signatory
thereto from time to time, General Electric Capital Corporation, as agent and U.S. lender, GECC
Capital Market Group, Inc. as lead arranger, GE Canada — Finance Holding Company, as Canadian agent
and a Canadian lender, as amended, restated, supplemented, waived, refinanced, replaced, renewed,
extended or otherwise modified from time to time.




          “Currency Agreement” means with respect to any Person any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement to which such Person is a party or of
which it is a beneficiary.





 - 4 - 









 








          “Current Market Price” has the meaning specified in Section 10.05(h)(i).




          “Custodian” has the meaning specified in Section 6.01.




          “Daily Conversion Value” has the meaning specified in Section 10.12.




          “Daily Settlement Amount” has the meaning specified in Section 10.12.




          “Debentureholder” or “Holder” means the Person in whose name a Debenture is registered on the
Registrar’s books.




          “Debentures” means any Debentures issued, authenticated and delivered under this Indenture,
including any Global Debentures.




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




          “Depositary” means the clearing agency registered under the Exchange Act that is designated to
act as the Depositary for the Global Debentures. DTC shall be the initial Depositary, until a
successor shall have been appointed and become such pursuant to the applicable provisions of this
Indenture, and thereafter, “Depositary” shall mean or include such successor.




          “Designated Senior Indebtedness” of Distribution means (i) the Bank Indebtedness and (ii) any
other Senior Indebtedness of Distribution that, at the date of determination, has an aggregate
principal amount outstanding of, or under which, at the date of determination, the holders thereof
are committed to lend up to at least $25.0 million and is specifically designated by Distribution
in the instrument evidencing or governing such Senior Indebtedness as “Designated Senior
Indebtedness” for purposes of this Indenture.




          “Determination Date” has the meaning specified in Section 10.05(l).



           “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms
(or by the terms of any security into which it is convertible or for which it is exchangeable or
exercisable) or upon the happening of any event (i) matures or is mandatorily redeemable pursuant
to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness or
Disqualified Stock or (iii) is redeemable at the option of the holder thereof, in whole or in part,
in each case on or prior to the 91st day following the Stated Maturity of the Debentures;
provided, however, that any Capital Stock that would not constitute Disqualified
Stock but for provisions thereof giving holders thereof the right to require such Person to
repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of
control” occurring prior to the first anniversary of the Stated Maturity of the Debentures shall
not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable
to such Capital Stock are not more favorable to the holders of such Capital Stock than the
provisions of Sections 4.10 and 4.12 of the Notes Indenture.




          “Distributed Assets” has the meaning specified in Section 10.05(d).



 - 5 - 









 










          “Distribution Guarantee” means the Guarantee issued by Distribution of the obligations with
respect to the Debentures pursuant to the terms of this Indenture.




          “Distribution Notice” has the meaning specified in Section 10.01(c).




          “DTC” means The Depository Trust Company.




          “Effective Date” has the meaning specified in Section 10.04(b).




          “Event of Default” has the meaning specified in Section 6.01.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “Fair Market Value” has the meaning specified in Section 10.05(h)(ii).




          “Fiscal Quarter” means, with respect to the Company, the fiscal quarter publicly disclosed by
the Company. The Company shall confirm the ending dates of its fiscal quarters for the current
fiscal year to the Trustee upon the Trustee’s request.




          “Fundamental Change” means the occurrence of any of the following after the original issuance
of the Debentures:





     (a) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” becomes the “beneficial owner” (as
these terms are defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the Company’s Capital Stock that is at the time entitled to
vote by the holder thereof in the election of the Board of Directors (or comparable body);
or




     (b) the first day on which a majority of the members of the Board of Directors are not
Continuing Directors; or




     (c) the adoption of a plan relating to the liquidation or dissolution of the Company;
or




     (d) the consolidation or merger of the Company with or into any other “person” (as this
term is used in Section 13(d)(3) of the Exchange Act), or the sale, lease, transfer,
conveyance or other disposition, in one or a series of related transactions, of all or
substantially all of the Company’s assets and those of its subsidiaries taken as a whole to
any “person” (as this term is used in Section 13(d)(3) of the Exchange Act), other than:




     (i) any transaction:




     (A) that does not result in any reclassification, conversion, exchange
or cancellation of outstanding shares of the Company’s Capital Stock; and



 - 6 - 









 






     (B) pursuant to which the holders of 50% or more of the total voting
power of all shares of the Company’s Capital Stock entitled to vote
generally in elections of directors of the Company immediately prior to such
transaction have the right to exercise, directly or indirectly, 50% or more
of the total voting power of all shares of the Company’s Capital Stock
entitled to vote generally in elections of directors of the continuing or
surviving Person immediately after giving effect to such transaction; or




     (ii) any merger primarily for the purpose of changing the Company’s
jurisdiction of incorporation and resulting in a reclassification, conversion or
exchange of outstanding shares of Common Stock solely into shares of common stock of
the surviving entity; or




     (e) the termination of trading of the Common Stock, which will be deemed to have
occurred if the Common Stock or other common stock into which the Debentures are convertible
is neither listed for trading on a United States national securities exchange nor approved
for listing on the Nasdaq Global Select Market or the Nasdaq Global Market (to the extent
that the Nasdaq Global Select Market or the Nasdaq Global Market is not at such time a U.S.
national securities exchange) or another established automated over-the-counter trading
market in the United States or any similar United States system of automated dissemination
of quotations of securities prices, and no American Depositary Shares or similar instruments
for such common stock are so listed or approved for listing in the United States.



          However, a Fundamental Change will be deemed not to have occurred if more than 90% of the
consideration in the transaction or transactions (other than cash payments for fractional shares
and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute
a Fundamental Change under clauses (a) or (d) above consists of shares of Common Stock, depositary
receipts or other certificates representing common equity interests traded or to be traded
immediately following such transaction on a U.S. national securities exchange or quoted on the
Nasdaq Global Select Market or the Nasdaq Global Market (to the extent that the Nasdaq Global
Select Market or the Nasdaq Global Market is not at such time a U.S. national securities exchange)
or another established automated over-the-counter trading market in the United States and, as a
result of the transaction or transactions, the Debentures become convertible solely into such
common stock, depositary receipts or other certificates representing common equity interests (and
any rights attached thereto).




          “Fundamental Change Repurchase Date” has the meaning specified in Section 3.04(a).




          “GAAP” means generally accepted accounting principles in the United States of America as in
effect on the Closing Date, including those set forth in (i) the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants, (ii)
statements and pronouncements of the Financial Accounting Standards Board, (iii) such other
statements by such other entity as approved by a significant segment of the accounting profession,
and (iv) the rules and regulations of the SEC governing the inclusion of financial statements
(including pro forma financial statements) in periodic reports required to be




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filed pursuant to
Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins
and similar written statements from the accounting staff of the SEC. All ratios and computations
based on GAAP contained in this Indenture shall be computed in conformity with GAAP.




          “Global Debentures” has the meaning specified in Section 2.02.




          “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by
virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise)
or (ii) entered into for purposes of assuring in any other manner the obligee of such Indebtedness
of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in
part); provided, however, that the term “Guarantee” shall not include endorsements
for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb
has a corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any
obligation.




          “Guarantee of 2005 Debentures” means the guarantee issued by Distribution with respect to the
Company’s 2.625% Convertible Senior Debentures due 2025 pursuant to the indenture, dated as of
September 27, 2005, among the Company, Distribution and J.P. Morgan Trust Company, National
Association, as trustee.




          “Guaranteed Obligations” has the meaning specified in Section 11.01




          “Hedging Obligations” of any Person means the obligations of such Person pursuant to any
Interest Rate Agreement or Currency Agreement.




          “Incur” means issue, assume, Guarantee, incur or otherwise become liable for;
provided, however, that any Indebtedness or Capital Stock of a Person existing at
the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary. The
term “Incurrence” when used as a noun shall have a correlative meaning. The accretion of principal
of a non-interest bearing or other discount security shall not be deemed the Incurrence of
Indebtedness.




          “Indebtedness” means, with respect to any Person on any date of determination (without
duplication),





     (i) the principal of and premium (if any) in respect of indebtedness of such Person for
borrowed money;




     (ii) the principal of and premium (if any) in respect of obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments;



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     (iii) all obligations of such Person in respect of letters of credit or other similar
instruments (including reimbursement obligations with respect thereto) (other than
obligations with respect to letters of credit securing obligations (other than obligations
described in clauses (i), (ii), (iv) and (v) hereof) to the extent such letters of credit
are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later
than the 30th day following payment on the letter of credit so long as such letter of credit
is entered into in the ordinary course of business);




     (iv) all obligations of such Person to pay the deferred and unpaid purchase price of
property or services (except Trade Payables), which purchase price is due more than six
months after the date of placing such property in service or taking delivery and title
thereto or the completion of such services;




     (v) all Capitalized Lease Obligations and all Attributable Debt of such Person;




     (vi) the amount of all obligations of such Person with respect to the redemption,
repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary
of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends);




     (vii) all Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person; provided,
however, that the amount of Indebtedness of such Person shall be the lesser of (A)
the fair market value of such asset at such date of determination and (B) the amount of such
Indebtedness of such other Persons;




     (viii) to the extent not otherwise included in this definition, Hedging Obligations of
such Person; and




     (ix) all obligations of the type referred to in clauses (i) through (viii) of other
Persons and all dividends of other Persons for the payment of which, in either case, such
Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise,
including by means of any Guarantee.


The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date
of all unconditional obligations as described above and the maximum liability, upon the occurrence
of the contingency giving rise to the obligation, of any contingent obligations at such date;
provided, however, that the amount outstanding at any time of any Indebtedness
Incurred with original issue discount is the face amount of such Indebtedness less the remaining
unamortized portion of the original issue discount of such Indebtedness at such time as determined
in conformity with GAAP. Any “Qualified Receivables Transaction,” whether or not such transfer
constitutes a sale for the purposes of GAAP, shall not constitute Indebtedness hereunder;
provided that any receivables financing or securitization that does not constitute a
Qualified Receivables Transaction and does not qualify as a sale under GAAP shall constitute
Indebtedness hereunder.




          “Indenture” means this Indenture as amended or supplemented from time to time.




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          “Initial Purchasers” means each of Lehman Brothers Inc., Credit Suisse Securities (USA) LLC,
Goldman, Sachs & Co., and J.P. Morgan Securities Inc. (each, an “Initial Purchaser”).




          “interest” means, when used with reference to the Debentures or the Distribution Guarantee,
any interest payable under the terms of the Debentures, including defaulted interest, Contingent
Interest, if any, and Additional Interest, if any, payable under the terms of the Registration
Rights Agreement.




          “Interest Rate Agreement” means with respect to any Person any interest rate protection
agreement, interest rate future agreement, interest rate option agreement, interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge
agreement or other similar agreement or arrangement as to which such Person is party or a
beneficiary.




          “Investment” in any Person means any direct or indirect advance, loan (other than advances to
customers in the ordinary course of business that are recorded as accounts receivable on the
balance sheet of the lender) or other extension of credit (including by way of Guarantee or similar
arrangement) or capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of others), or any purchase
or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person.
For purposes of the definition of “Unrestricted Subsidiary”, (i) “Investment” shall include the
portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market
value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is
designated an Unrestricted Subsidiary; provided, however, that upon a redesignation
of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the
Company’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion
(proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the
net assets of such Subsidiary at the time of such redesignation; and (ii) any property transferred
to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such
transfer, in each case as determined in good faith by the Board of Directors.




          “Legal Holiday” has the meaning specified in Section 13.08.




          “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind
(including any conditional sale or other title retention agreement or lease in the nature thereof).




          “Market Disruption Event” means the occurrence or existence during the one-half hour period
ending on the scheduled close of trading on any Trading Day for the Common Stock of any material
suspension or limitation imposed on trading (by reason of movements in price exceeding limits
permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or
future contracts relating to the Common Stock.




          “Maturity Date” means November 15, 2026.




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          “Non-Stock Change of Control” means a transaction described under clause (a) or clause (d) in
the definition of Fundamental Change pursuant to which 10% or more of the consideration for Common
Stock (other than cash payments for fractional shares, if applicable, and cash payments made in
respect of dissenters’ appraisal rights) in such transaction consists of cash or securities (or
other property) that are not shares of Common Stock, depositary receipts or other certificates
representing common equity interests traded or scheduled to be traded immediately following such
transaction on a U.S. national securities exchange or quoted on the Nasdaq Global Select Market or
the Nasdaq Global Market (to the extent that the Nasdaq Global Select Market or the Nasdaq Global
Market is not at such time a U.S. national securities exchange) or another established automated
over-the-counter trading market in the United States.




          “Notes” means Distribution’s 7.5% Senior Subordinated Notes due 2017 issued under the Notes
Indenture.




          “Notes Indenture” means the indenture dated as of September 27, 2005, among the Company,
Distribution and J.P. Morgan Trust Company, National Association, as trustee, under which the Notes
were issued.




          “Offer Expiration Time” has the meaning specified in Section 10.05(g).




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




          “Officers’ Certificate” means a certificate signed by two Officers. One of the officer’s
executing an Officer’s Certificate in accordance with Section 4.06 shall be the chief executive,
financial or operating officer of the Company.




          “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.




          “Paying Agent” has the meaning specified in Section 2.05.




          “Payment Blockage Period” has the meaning specified in Section 12.03.




          “pay its Distribution Guarantee” has the meaning specified in Section 12.03.




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




          “PORTAL Market” means The PORTAL Market operated by the Nasdaq Stock Market or any successor
thereto.




          “Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any
class or classes (however designated) that is preferred as to the payment of




 - 11 - 









 







dividends, or as to
the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of Capital Stock of any other class of such Person.




          “Principal” of a Debenture means the principal of the Debenture plus the premium, if any,
payable on the Debenture that is due or overdue or is to become due at the relevant time.




          “protected purchaser” has the meaning specified in Section 2.09.




          “Public Acquirer Change of Control” means a Non-Stock Change of Control in which the acquirer
has a class of common stock traded on a U.S. national securities exchange or quoted on the Nasdaq
Global Select Market or the Nasdaq Global Market (to the extent that the Nasdaq Global Select
Market or the Nasdaq Global Market is not at such time a U.S. national securities exchange) or
another established automated over-the-counter trading market in the United States or that shall be
so traded or quoted when issued or exchanged in connection with such Non-Stock Change of Control
(the “Public Acquirer Common Stock”). If an acquirer does not itself have a class of common stock
satisfying the foregoing requirement, it shall be deemed to have Public Acquirer Common Stock if a
corporation that directly or indirectly owns at least a majority of the acquirer has a class of
common stock satisfying the foregoing requirement, provided that such majority-owning
corporation fully and unconditionally guarantees the Debentures, in which case all references to
Public Acquirer Common Stock shall refer to such class of common stock. Majority owned for these
purposes means having “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of
more than 50% of the total voting power of all shares of the respective entity’s capital stock that
are entitled to vote generally in the election of directors.




          “Public Acquirer Common Stock” has the meaning specified in the definition of Public Acquirer
Change of Control.




          “Purchase Agreement” means the Purchase Agreement, dated October 26, 2006, among the Company,
Distribution and the Initial Purchasers relating to the offering and sale of the Debentures.




          “Purchased Shares” has the meaning specified in Section 10.05(f).




          “Qualified Receivables Transaction” means any financing by Distribution or any of its
Subsidiaries of accounts receivable in any transaction or series of transactions that may be
entered into by Distribution or any of its Subsidiaries pursuant to which (a) Distribution or any
of its Subsidiaries sells, conveys or otherwise transfers to a Receivables Entity and (b) a
Receivables Entity sells, conveys or otherwise transfers to any other Person or grants a security
interest to any Person in, any accounts receivable (whether now existing or arising in the future)
of Distribution or any of its Subsidiaries, and any assets related thereto including, without
limitation, all collateral securing such accounts receivable, all contracts and all Guarantees or
other obligations in respect of such accounts receivable, proceeds of such accounts receivable and
other assets which are customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions involving accounts
receivable; provided that (i) the Board of Directors shall have determined in good faith
that such




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Qualified Receivables Transaction is economically fair and reasonable to Distribution and
the Receivables Entity and (ii) all sales of accounts receivable and related assets to the
Receivables Entity are made at fair market value (as determined in good faith by Distribution).
The grant of a security interest in any accounts receivable of Distribution or any of its
Restricted Subsidiaries to secure Bank Indebtedness shall not be deemed a Qualified Receivables
Transaction.




          “Receivables Entity” means any Wholly Owned Subsidiary of Distribution (or another Person in
which Distribution or any Subsidiary of Distribution makes an Investment and to which Distribution
or any Subsidiary of Distribution transfers accounts receivable and related assets) (i) which
engages in no activities other than in connection with the financing of accounts receivable, all
proceeds thereof and all rights (contractual or other), collateral and other assets relating
thereto, and any business or activities incidental or related to such business, (ii) which is
designated by the Board of Directors (as provided below) as a Receivables Entity and (iii) no
portion of the Indebtedness or any other obligations (contingent or otherwise) of which (A) is
Guaranteed by Distribution or any other Subsidiary of Distribution (excluding Guarantees of
obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard
Securitization Undertakings), (B) is recourse to or obligates Distribution or any other Subsidiary
of Distribution in any way other than pursuant to Standard Securitization Undertakings or (C)
subjects any property or asset of Distribution or any other Subsidiary of Distribution, directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings. Any such designation by the Board of Directors shall be evidenced to
the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors
giving effect to such designation and an Officers’ Certificate certifying that such designation
complied with the foregoing conditions.




          “Record Date” means, with respect to any interest payment date of the Debentures, the May 1
and November 1 preceding the applicable May 15 and November 15 interest payment date, respectively.
The “record date,” with respect to the Conversion Rate adjustment as provided in Section 10.05,
has the meaning specified in Section 10.05(h).




          “Reference Period” has the meaning specified in Section 10.05(d).




          “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay,
prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for,
such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.




          “Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace,
renew, repay or extend (including pursuant to any defeasance or discharge mechanism) any
Indebtedness of Distribution or any Restricted Subsidiary existing on the Closing Date or Incurred
in compliance with the Notes Indenture (including Indebtedness of Distribution that Refinances
Refinancing Indebtedness); provided, however, that (i) the Refinancing Indebtedness
has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced,
(ii) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness being refinanced and
(iii) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with
original issue discount, an aggregate issue price)




 - 13 - 









 







that is equal to or less than the aggregate
principal amount (or if issued with original issue discount, the aggregate accreted value) then
outstanding of the Indebtedness being Refinanced (plus any accrued interest and premium thereon and
reasonable expenses Incurred in connection therewith); provided further,
however, that Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted
Subsidiary that Refinances Indebtedness of Distribution or (y) Indebtedness of Distribution or a
Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.




          “Register” has the meaning specified in Section 2.08.




          “Registrar” has the meaning specified in Section 2.08.




          “Registration Rights Agreement” means the Registration Rights Agreement, dated as of November
2, 2006, among the Company, Distribution and the Initial Purchasers, as amended from time to time
in accordance with its terms.




          “Representative” means the trustee, agent or representative (if any) for an issue of Senior
Indebtedness of the Company.




          “Repurchase Date” has the meaning specified in Section 3.05(a).




          “Repurchase Notice” has the meaning specified in Section 3.04(c).




          “Restricted Securities” has the meaning specified in Section 2.08(c).




          “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted
Subsidiary.




          “Rule 144A” means Rule 144A as promulgated under the Securities Act as it may be amended from
time to time hereafter.




          “Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter
acquired by Distribution or a Restricted Subsidiary whereby Distribution or a Restricted Subsidiary
transfers such property to a Person and Distribution or such Restricted Subsidiary leases it from
such Person, other than leases between Distribution and a Wholly Owned Subsidiary or between Wholly
Owned Subsidiaries.




          “SEC” means the Securities and Exchange Commission.




          “Secured Indebtedness” means any Indebtedness of Distribution secured by a Lien.




          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, as in effect from time to time.




          “Senior Indebtedness” of Distribution means the principal of, premium (if any) and accrued and
unpaid interest on (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization of Distribution, regardless of whether or not a claim




 - 14 - 









 







for
post-filing interest is allowed in such proceedings), and fees and all other amounts owing in
respect of, Bank Indebtedness and all other Indebtedness of Distribution, whether outstanding on
the Closing Date or thereafter Incurred, unless in the instrument creating or evidencing the same
or pursuant to which the same is outstanding it is provided that such obligations are not superior
in right of payment to the Guaranteed Obligations; provided, however, that Senior
Indebtedness shall not include (i) any obligation of Distribution to any Subsidiary, (ii) any
liability for federal, state, local or other taxes owed or owing by Distribution, (iii) any
accounts payable or other liability to trade creditors arising in the ordinary course of business
(including Guarantees thereof or instruments evidencing such liabilities), (iv) any Indebtedness or
obligation of Distribution (and any accrued and unpaid interest in respect thereof) that by its
terms is subordinate or junior in any respect to any other Indebtedness or obligation of
Distribution, including any Senior Subordinated Indebtedness of Distribution and any Subordinated
Obligations of Distribution, (v) any payment obligations with respect to any Capital Stock or (vi)
any Indebtedness Incurred in violation of Section 11.06 of this Indenture.




          “Senior Subordinated Indebtedness” of Distribution means the Notes, the Guarantee of 2005
Debentures and any other Indebtedness of Distribution that specifically provides that such
Indebtedness is to rank pari passu with the Distribution Guarantee in right of
payment and is not subordinated by its terms in right of payment to any Indebtedness or other
obligation of Distribution which is not Senior Indebtedness.




          “Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant
Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the
SEC, but shall in no event include a Receivables Entity.




          “Spin-off” has the meaning specified in Section 10.05(d).




          “Spin-off Valuation Period” has the meaning specified in Section 10.05(d).




          “Stock Price” has the meaning specified in Section 10.04(b).




          “Standard Securitization Undertakings” means representations, warranties, covenants and
indemnities entered into by the Company or any Subsidiary of the Company which the Company has
determined in good faith to be customary in an accounts receivable transaction including, without
limitation, those relating to the servicing of the assets of a Receivables Entity.




          “Stated Maturity” means, with respect to any security, the date specified in such security as
the fixed date on which the final payment of principal of such security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any provision providing for
the repurchase of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has occurred).




          “Subordinated Obligation” means any Indebtedness of Distribution (whether outstanding on the
Closing Date or thereafter Incurred) that is subordinate or junior in right of payment to the
Distribution Guarantee pursuant to a written agreement.




 - 15 - 









 








          “Subsidiary” of any Person means any corporation, association, partnership or other business
entity of which more than 50% of the total voting power of shares of Capital Stock or other
interests (including partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more
Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.




          “TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§
77aaa-77bbbb), as amended, as in effect on the date of this Indenture.




          “Trade Payables” means, with respect to any Person, any accounts payable or any indebtedness
or monetary obligation to trade creditors created, assumed or Guaranteed by such Person arising in
the ordinary course of business in connection with the acquisition of goods or services.




          “Trading Day” has the meaning specified in Section 10.05(h).




          “Trading Price” means, with respect to a Debenture on any date of determination, the average
of the secondary market bid quotations per $1,000 principal amount of Debentures obtained by the
Trustee for $5,000,000 principal amount of Debentures at approximately 3:30 p.m., New York City
time, on such determination date from two independent nationally recognized securities dealers
selected by the Company, which may include one or more of the Initial Purchasers; provided
that if two such bids cannot reasonably be obtained by the Trustee, but one such bid can be
reasonably obtained by the Trustee, then this one bid shall be used; and provided
further that, if the Trustee cannot reasonably obtain at least one bid for $5,000,000
principal amount of Debentures from a nationally recognized securities dealer, then, for the
purpose of determining the convertibility of the Debentures only, the Trading Price per $1,000
principal amount of Debentures shall be deemed to be less than 98% of the product of (a) the
Conversion Rate on such determination date and (b) the Closing Sale Price of a share of Common
Stock on such determination date. Notwithstanding the foregoing, for purposes of determining the
Trading Price for the purposes of the Contingent Interest provisions set forth in Section 4.08
only, if the Trustee cannot reasonably obtain at least one bid for $5,000,000 principal amount of
the Debentures from a nationally recognized securities dealer, then the Trading Price of Debentures
will be deemed to equal the product of (x) the Conversion Rate then in effect and (y) the average
Closing Sale Price of the Common Stock over the five Trading-Day period ending on such
determination date.




          “Trigger Event” has the meaning specified in Section 10.05(d).




          “Trust Officer” means any officer within the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Indenture.




          “Trustee” means the party named as such in this Indenture until a successor replaces it and,
thereafter, means the successor.




          “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to
time.




 - 16 - 









 








          “Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the
manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of
Directors may designate any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its
Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property
of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary
to be so designated; provided, however, that either (A) the Subsidiary to be so
designated has total Consolidated assets of $1,000 or less or (B) if such Subsidiary has
Consolidated assets greater than $1,000, then such designation would be permitted under Section
4.08 of the Notes Indenture. The Board of Directors may designate any Unrestricted Subsidiary to
be a Restricted Subsidiary; provided, however, that immediately after giving effect
to such designation (x) the Company could Incur $1.00 of additional Indebtedness under Section
4.07(a) of the Notes Indenture and (y) no Default shall have occurred and be continuing. Any such
designation of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary by the Board of
Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the foregoing provisions.




          “U.S. Government Obligations” means direct obligations (or certificates representing an
ownership interest in such obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the issuer’s option.




          “Wholly Owned Subsidiary” means a Restricted Subsidiary of the Company, all the Capital Stock
of which (other than directors’ qualifying shares) is owned by the Company or another Wholly Owned
Subsidiary.




          SECTION 1.02. Incorporation by Reference of Trust Indenture Act. This Indenture is
subject to the mandatory provisions of the TIA, which are incorporated by reference in and made a
part of this Indenture. The following TIA terms have the following meanings:




          “Commission” means the SEC.




          “indenture securities” means the Debentures and the Distribution Guarantee.




          “indenture security holder” means a Debentureholder.




          “indenture to be qualified” means this Indenture.




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




          “obligor” on the indenture securities means the Company, Distribution and any other obligor on
the indenture securities.




 - 17 - 









 








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




          SECTION 1.03. Rules of Construction. Unless the context otherwise requires:





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




     (2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




     (3) “or” is not exclusive;




     (4) “including” means including without limitation;




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




     (6) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured
Indebtedness merely by virtue of its nature as unsecured Indebtedness;




     (7) the principal amount of any noninterest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance sheet of the
issuer dated such date prepared in accordance with GAAP; and




     (8) the principal amount of any Preferred Stock shall be (i) the maximum liquidation
value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory
repurchase price with respect to such Preferred Stock, whichever is greater.



ARTICLE 2




The Debentures




          SECTION 2.01. Designation, Amount and Issuance of Debentures. The Debentures shall
be designated as “1.75% Convertible Senior Debentures due 2026”. The Debentures will not exceed
the aggregate principal amount of $250,000,000 (up to $300,000,000 if the Initial Purchasers’
option to purchase additional Debentures set forth in the Purchase Agreement is exercised) (except
pursuant to Sections 2.05, 2.06, 3.03, 3.05, 3.06 and 10.02 hereof). Upon the execution of this
Indenture, or from time to time thereafter, Debentures may be executed by the Company and delivered
to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver
Debentures upon a written order of the Company, such order signed by an Officer or by any Assistant
Treasurer of the Company or any Assistant Secretary of the Company, without any further action by
the Company hereunder.




          SECTION 2.02. Form of the Debentures. The Debentures and the Trustee’s certificate
of authentication to be borne by such Debentures shall be substantially in the form set forth in
Exhibit A hereto. The terms and provisions contained in the form of Debentures attached as Exhibit
A hereto shall constitute, and are hereby expressly made, a part of this




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Indenture and, to the
extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.




          Any of the Debentures may have such letters, numbers or other marks of identification and such
notations, legends, endorsements or changes as the officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Indenture, or as may be required by the custodian for the Global Debentures, the
Depositary or by the National Association of Securities Dealers, Inc. in order for the Debentures
to be tradable on The PORTAL Market or as may be required for the Debentures to be tradable on any
other market developed for trading of securities pursuant to Rule 144A or as may be required to
comply with any applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any securities exchange or automated quotation system on which the Debentures
may be listed, or to conform to usage, or to indicate any special limitations or restrictions to
which any particular Debentures are subject.




          So long as the Debentures are eligible for book-entry settlement with the Depositary, or
unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all of the
Debentures will be represented by one or more Debentures in global form registered in the name of
the Depositary or the nominee of the Depositary (“Global Debentures”). The transfer and exchange
of beneficial interests in any such Global Debentures shall be effected through the Depositary in
accordance with this Indenture and the applicable procedures of the Depositary. Except as provided
in Section 2.08(b), beneficial owners of a Global Debenture shall not be entitled to have
certificates registered in their names, will not receive or be entitled to receive physical
delivery of certificates in definitive form and will not be considered holders of such Global
Debenture.




          Any Global Debentures shall represent such of the outstanding Debentures as shall be specified
therein and shall provide that it shall represent the aggregate amount of outstanding Debentures
from time to time endorsed thereon and that the aggregate amount of outstanding Debentures
represented thereby may from time to time be increased or reduced to reflect redemptions,
repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global
Debenture to reflect the amount of any increase or decrease in the amount of outstanding Debentures
represented thereby shall be made by the Trustee or the custodian for the Global Debenture, at the
direction of the Trustee, in such manner and upon instructions given by the holder of such
Debentures in accordance with this Indenture. Payment of principal of, interest on and premium, if
any, on any Global Debentures shall be made to the Depositary in immediately available funds.




          SECTION 2.03. Date and Denomination of Debentures; Payment at Maturity; Payment of
Interest. The Debentures shall be issuable in registered form without coupons in denominations
of $1,000 principal amount and integral multiples thereof. Each Debenture shall be dated the date
of its authentication and shall bear interest from the date specified on the face of the form of
Debentures attached as Exhibit A hereto. Interest on the Debentures shall be computed on the basis
of a 360-day year comprised of twelve 30-day months.




          On the Maturity Date, each holder shall be entitled to receive on such date $1,000 principal
amount per Debentures and accrued and unpaid interest to, but not including, the




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Maturity Date.
With respect to Global Debentures, principal and interest will be paid to the Depositary in
immediately available funds. With respect to any certificated Debentures, principal and interest
will be payable at the Company’s office or agency in New York City, which initially will be the
office or agency of the Trustee located at The Bank of New York, 101 Barclay Street, Floor 8-W, New
York, NY 10286, Attention: Corporate Trust Administration.




          The Person in whose name any Debenture is registered on the Register at 5:00 p.m., New York
City time, on any Record Date with respect to any interest payment date shall be entitled to
receive the interest payable on such interest payment date, except that the interest payable upon
maturity, redemption or repurchase following a Fundamental Change will be payable to the Person to
whom principal is payable upon maturity or pursuant to such redemption or repurchase following a
Fundamental Change (unless the redemption date or the Fundamental Change Repurchase Date, as the
case may be, is after a Record Date and on or prior to the corresponding interest payment date, in
which case the semi-annual payment of interest becoming due on such interest payment date shall be
payable to the holder of such Debentures registered as such on the applicable Record Date).
Notwithstanding the foregoing, any Debentures or portion thereof surrendered for conversion during
the period from 5:00 p.m., New York City time, on the Record Date for any interest payment date to
5:00 p.m., New York City time, on the Business Day preceding the applicable interest payment date
shall be accompanied by payment, in immediately available funds or other funds acceptable to the
Company, of an amount equal to the interest otherwise payable on such interest payment date on the
principal amount being converted; provided that no such payment need be made (1) if a
holder converts its Debentures in connection with a redemption and the Company has specified a
redemption date that is after a Record Date and on or prior to the next interest payment date, (2)
if a holder converts its Debentures in connection with a Fundamental Change and the Company has
specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the
next interest payment date or (3) to the extent of any overdue interest, if any exists at the time
of conversion with respect to such Debentures.




          The Company shall pay interest (i) on any Global Debentures by wire transfer of immediately
available funds to the account of the Depositary or its nominee, (ii) on any Debentures in
certificated form having a principal amount of less than $2,000,000, by check mailed to the address
of the Person entitled thereto as it appears in the Register, provided, however,
that at maturity interest will be payable at the office of the Company maintained by the Company
for such purposes in the Borough of Manhattan, The City of New York, which shall initially be an
office or agency of the Trustee and (iii) on any Debentures in certificated form having a principal
amount of $2,000,000 or more, by wire transfer in immediately available funds at the election of
the holder of such Debentures duly delivered to the trustee at least five Business Days prior to
the relevant interest payment date, provided, however, that at maturity interest
will be payable at the office of the Company maintained by the Company for such purposes in the
Borough of Manhattan, The City of New York, which shall initially be an office or agency of the
Trustee. If a payment date is not a Business Day, payment shall be made on the next succeeding
Business Day, and no additional interest shall accrue thereon.




          Any interest on any Debentures which is payable, but is not punctually paid or duly provided
for, on any November 15 or May 15 shall be subject to Section 2.13.





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          SECTION 2.04. Execution and Authentication. One or more Officers shall sign the
Debentures for the Company by manual or facsimile signature.




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




          A Debenture shall not be valid until an authorized signatory of the Trustee manually signs the
certificate of authentication on the Debenture. The signature shall be conclusive evidence that
the Debenture has been authenticated under this Indenture.




          The Trustee shall authenticate and make available for delivery Debentures as set forth in the
Appendix.




          The Trustee may appoint an authenticating agent reasonably acceptable to the Company to
authenticate the Debentures. Any such appointment shall be evidenced by an instrument signed by a
Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of
such appointment, an authenticating agent may authenticate Debentures 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 any Registrar, Paying Agent or agent
for service of notices and demands.




          SECTION 2.05. Registrar and Paying Agent. The Company shall maintain an office or
agency where Debentures may be presented for registration of transfer or for exchange (the
"Registrar”) and an office or agency where Debentures may be presented for payment (the “Paying
Agent”). The Corporate Trust Office shall be considered as one such office or agency of the
Company for each of the aforesaid purposes. The Registrar shall keep a register of the Debentures
(the “Register”) and of their transfer and exchange. The Company may have one or more
co-registrars and one or more additional paying agents. The term “Paying Agent” includes any
additional paying agent, and the term “Registrar” includes any co-registrars. The Company
initially appoints the Trustee as (i) Registrar and Paying Agent in connection with the Debentures,
(ii) the custodian with respect to the Global Debentures and (iii) conversion agent.




          The Company shall enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture, which shall incorporate the terms of the TIA. 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 such agent. If the Company fails to maintain a
Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized
Wholly Owned Subsidiaries may act as Paying Agent or Registrar.




          The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or
Paying Agent and to the Trustee; provided, however, that no such removal shall
become effective until (1) acceptance of an appointment by a successor as evidenced by an
appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as
the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee
shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with
clause (1) above. The Registrar or Paying Agent may resign at any time upon




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written notice;
provided, however, that the Trustee may resign as Paying Agent or Registrar only if
the Trustee also resigns as Trustee in accordance with Section 7.08.




          SECTION 2.06. Paying Agent to Hold Money in Trust. Prior to each due date of the
principal and interest on any Debenture, the Company shall deposit with the Paying Agent (or if the
Company or a Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of
the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming
due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that
the Paying Agent shall hold in trust for the benefit of Debentureholders or the Trustee all money
held by the Paying Agent for the payment of principal of or interest on the Debentures and shall
notify the Trustee of any default by the Company in making any such payment. If the Company or a
Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent.
Upon complying with this Section, the Paying Agent shall have no further liability for the money
delivered to the Trustee.




          SECTION 2.07. Debentureholder 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 Debentureholders. If the Trustee is not the Registrar, the Company shall furnish, or cause the
Registrar to furnish, to the Trustee, in writing at least five Business Days 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
Debentureholders.




          SECTION 2.08. Exchange and Registration of Transfer of Debentures; Restrictions on
Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office the Register in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Debentures and of transfers of Debentures. The Register shall be in written
form or in any form capable of being converted into written form within a reasonably prompt period
of time.




          Upon surrender for registration of transfer of any Debentures to the Registrar or any
co-registrar, and satisfaction of the requirements for such transfer set forth in this Section
2.08, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Debentures of any authorized denominations
and of a like aggregate principal amount and bearing such restrictive legends as may be required by
this Indenture.




          Debentures may be exchanged for other Debentures of any authorized denominations and of a like
aggregate principal amount, upon surrender of the Debentures to be exchanged at any such office or
agency maintained by the Company pursuant to Section 4.02. Whenever any Debentures are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Debentures that the holder making the exchange is entitled to receive bearing
registration numbers not contemporaneously outstanding.




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          All Debentures issued upon any registration of transfer or exchange of Debentures shall be the
valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Debentures surrendered upon such registration of transfer or exchange.




          All Debentures presented or surrendered for registration of transfer or for exchange,
redemption, repurchase or conversion shall (if so required by the Company or the Registrar) be duly
endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory
to the Company, and the Debentures shall be duly executed by the holder thereof or his attorney
duly authorized in writing.




          No service charge shall be made to any holder for any registration of, transfer or exchange of
Debentures, but the Company or the Trustee may require payment by the holder of a sum sufficient to
cover any tax, assessment or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Debentures.




          Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or
register a transfer of (a) any Debentures for a period of fifteen calendar days next preceding date
of mailing of a notice of redemption, (b) any Debentures or portions thereof called for redemption
pursuant to Section 3.02, except for the unredeemed portion of any Debentures being redeemed in
part, (c) any Debentures or portions thereof surrendered for conversion pursuant to Article 10, (d)
any Debentures or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section
3.04 or (e) any Debentures or portions thereof tendered for repurchase (and not withdrawn) pursuant
to Section 3.05.




          (b) The following provisions shall apply only to Global Debentures:





     (i) Each Global Debentures authenticated under this Indenture shall be
registered in the name of the Depositary or a nominee thereof and delivered to such
Depositary or a nominee thereof or custodian for the Global Debentures therefor, and
each such Global Debentures shall constitute a single Debentures for all purposes of
this Indenture.




     (ii) Notwithstanding any other provision in this Indenture, no Global
Debentures may be exchanged in whole or in part for Debentures registered, and no
transfer of a Global Debenture in whole or in part may be registered, in the name of
any Person other than the Depositary or a nominee thereof unless (A) the Depositary
(x) has notified the Company that it is unwilling or unable to continue as
Depositary for such Global Debenture or (y) has ceased to be a clearing agency
registered under the Exchange Act, and a successor depositary has not been appointed
by the Company within 90 calendar days, or (B) the Company, in its sole discretion,
notifies the Trustee in writing that it no longer wishes to have all the Debentures
represented by Global Debentures. Any Global Debentures exchanged pursuant to this
Section 2.08(b)(ii) shall be so exchanged in whole and not in part.



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     (iii) In addition, certificated Debentures will be issued in exchange for
beneficial interests in a Global Debenture upon request by or on behalf of the
Depositary in accordance with customary procedures following the request of a
beneficial owner seeking to enforce its rights under the Debentures or this
Indenture, including its rights following the occurrence of an Event of Default.




     (iv) Debentures issued in exchange for a Global Debenture or any portion
thereof pursuant to clause (ii) or (iii) above shall be issued in definitive, fully
registered form, without interest coupons, shall have an aggregate principal amount
equal to that of such Global Debentures or portion thereof to be so exchanged, shall
be registered in such names and be in such authorized denominations as the
Depositary shall designate and shall bear any legends required hereunder. Any
Global Debentures to be exchanged shall be surrendered by the Depositary to the
Trustee, as Registrar, provided that pending completion of the exchange of a
Global Debenture, the Trustee acting as custodian for the Global Debentures for the
Depositary or its nominee with respect to such Global Debentures, shall reduce the
principal amount thereof, by an amount equal to the portion thereof to be so
exchanged, by means of an appropriate adjustment made on the records of the Trustee.
Upon any such surrender or adjustment, the Trustee shall authenticate and make
available for delivery the Debentures issuable on such exchange to or upon the
written order of the Depositary or an authorized representative thereof.




     (v) In the event of the occurrence of any of the events specified in clause
(ii) above or upon any request described in clause (iii) above, the Company will
promptly make available to the Trustee a sufficient supply of certificated
Debentures in definitive, fully registered form, without interest coupons.




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




     (vii) At such time as all interests in a Global Debenture have been redeemed,
repurchased, converted, cancelled or exchanged for Debentures in certificated form,
such Global Debenture shall, upon receipt thereof, be canceled by the Trustee in
accordance with standing procedures and instructions existing



 - 24 - 









 







between the Depositary
and the custodian for the Global Debenture. At any time prior to such cancellation,
if any interest in a Global Debenture is redeemed, repurchased, converted, cancelled
or exchanged for Debentures in certificated form, the principal amount of such
Global Debenture shall, in accordance with the standing procedures and instructions
existing between the Depositary and the custodian for the Global Debenture, be
appropriately reduced, and an endorsement shall be made on such Global Debenture, by
the Trustee or the custodian for the Global Debenture, at the direction of the
Trustee, to reflect such reduction.



          (c) Every Debenture (and all securities issued in exchange therefor or in substitution
thereof) that bears or is required under this Section 2.08(c) to bear the legend set forth in this
Section 2.08(c) (together with any Common Stock issued upon conversion of the Debentures and
required to bear the legend set forth in Exhibit B, collectively, the “Restricted Securities”)
shall be subject to the restrictions on transfer set forth in this Section 2.08(c) (including those
set forth in the legend below and the legend set forth in Exhibit B) unless such restrictions on
transfer shall be waived by written consent of the Company following receipt of legal advice
supporting the permissibility of the waiver of such transfer restrictions, and the holder of each
such Restricted Security, by such holder’s acceptance thereof, agrees to be bound by all such
restrictions on transfer. As used in this Section 2.08(c), the term “transfer” means any sale,
pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest
therein.




          Until the expiration of the holding period applicable to sales of Restricted Securities under
Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing a
Restricted Security shall bear a legend in substantially the following form (or as set forth in
Exhibit B, in the case of Common Stock issued upon conversion of the Debentures), unless such
Restricted Security has been sold pursuant to a registration statement that has been declared
effective under the Securities Act (and which continues to be effective at the time of such
transfer) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in
force, or unless otherwise agreed by the Company in writing as set forth above, with written notice
thereof to the Trustee:




          THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT OF 1933”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF OR OF A
BENEFICIAL INTEREST HEREIN, THE HOLDER AGREES (1) THAT IT WILL NOT PRIOR TO THE DATE TWO YEARS
AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE 1.75% CONVERTIBLE SENIOR DEBENTURES DUE 2026 OF
WESCO INTERNATIONAL, INC. (THE “COMPANY”) RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED
HEREBY OR THE COMMON STOCK THAT MAY BE ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OF 1933, (C) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER




 - 25 - 









 







THE SECURITIES ACT OF 1933 AND
WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933 PROVIDED BY RULE 144 , IF AVAILABLE,
SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH TRANSFER, TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE
COMPANY AND THE TRUSTEE; AND (2) THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED
HEREBY IS TRANSFERRED PURSUANT TO CLAUSE 1(B) ABOVE A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.




          In connection with any transfer of the Debentures prior to the date two years after the last
date of original issuance of the Debentures (other than a transfer pursuant to clause 1(C) above),
the holder must complete and deliver the transfer certificate contained in this Indenture to the
Trustee (or any successor Trustee, as applicable). If the proposed transfer is pursuant to clause
1(D) above, the holder must, prior to such transfer, furnish to the Trustee (or any successor
Trustee, as applicable), such certifications, legal opinions or other information as the Company
may reasonably require to confirm that such transfer is being made pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act. The
legend set forth above will be removed upon the earlier of the transfer of the security evidenced
thereby pursuant to clause 1(C) or 1(D) above or the expiration of two years from the last date of
original issuance of the security evidenced thereby.




          Any Debentures that are Restricted Securities and as to which such restrictions on transfer
shall have expired in accordance with their terms or as to conditions for removal of the foregoing
legend set forth therein have been satisfied may, upon surrender of such Debentures for exchange to
the Registrar in accordance with the provisions of this Section 2.08, be exchanged for a new
Debentures or Debentures, of like tenor and aggregate principal amount, which shall not bear the
restrictive legend required by this Section 2.08(c). If such Restricted Security surrendered for
exchange is represented by a Global Debenture bearing the legend set forth in this Section 2.08(c),
the principal amount of the legended Global Debentures shall be reduced by the appropriate
principal amount and the principal amount of a Global Debenture without the legend set forth in
this Section 2.08(c) shall be increased by an equal principal amount. If a Global Debenture
without the legend set forth in this Section 2.08(c) is not then outstanding, the Company shall
execute and the Trustee shall authenticate and deliver an unlegended Global Debentures to the
Depositary.




          (d) Any Restricted Securities, prior to the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor provision), purchased or
owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate
unless registered under the Securities Act or resold pursuant to an exemption from the registration
requirements of the Securities Act in a transaction which results in such Debentures or Common
Stock, as the case may be, no longer being “restricted securities” (as defined under Rule 144).




          (e) The Trustee shall have no responsibility or obligation to any Agent Members or any other
Person with respect to the accuracy of the books or records, or the acts or




 - 26 - 









 







omissions, of the
Depositary or its nominee or of any participant or member thereof, with respect to any ownership
interest in the Debentures or with respect to the delivery to any Agent Member or other Person
(other than the Depositary) of any notice (including any notice of redemption) or the payment of
any amount, under or with respect to such Debentures. All notices and communications to be given
to the holders of Debentures and all payments to be made to holders of Debentures under the
Debentures shall be given or made only to or upon the order of the registered holders of Debentures
(which shall be the Depositary or its nominee in the case of a Global Debenture). The rights of
beneficial owners in any Global Debentures shall be exercised only through the Depositary subject
to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected
in relying upon information furnished by the Depositary with respect to its Agent Members.




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




          SECTION 2.09. Replacement Debentures. If a mutilated Debenture is surrendered to
the Registrar or if the Debentureholder of a Debenture claims that the Debenture has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Debenture if the requirements of Section 8-405 of the Uniform Commercial Code are met,
such that the Debentureholder (i) satisfies the Company or the Trustee within a reasonable time
after he has notice of such loss, destruction or wrongful taking and the Registrar does not
register a transfer prior to receiving such notification, (ii) makes such request to the Company or
the Trustee prior to the Debenture being acquired by a protected purchaser as defined in Section
8-303 of the Uniform Commercial Code (a “protected purchaser”) and (iii) satisfies any other
reasonable requirements of the Trustee. If required by the Trustee or the Company, such
Debentureholder shall furnish an indemnity bond sufficient in the judgment of the Trustee to
protect the Company, the Trustee, the Paying Agent and the Registrar from any loss that any of them
may suffer if a Debenture is replaced. The Company and the Trustee may charge the Debentureholder
for their expenses in replacing a Debenture. In case any Debentures which has matured or is about
to mature or has been called for redemption or has been properly tendered for repurchase on a
Fundamental Change Repurchase Date (and not withdrawn) or has been tendered for repurchase on a
Repurchase Date (and not withdrawn), as the case may be, or is to be converted into Common Stock,
shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Debentures, pay or authorize the payment of or convert or authorize the conversion of
the same (without surrender thereof except in the case of a mutilated Debentures), as the case may
be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee
and, if applicable, to such authenticating agent such security or indemnity as may be required by
them to save each of them harmless for any loss, liability, cost or expense caused by or in
connection with such substitution, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company, the Trustee and, if applicable, any Paying Agent or conversion
agent evidence to their satisfaction of the destruction, loss or theft of such Debentures and of
the ownership thereof.





 - 27 - 









 








          Every replacement Debenture is an additional obligation of the Company.




          The provisions of this Section 2.09 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, lost,
destroyed or wrongfully taken Debentures.




          SECTION 2.10. Outstanding Debentures. Debentures outstanding at any time are all
Debentures authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation and those described in this Section as not outstanding. A Debenture does not cease to
be outstanding because the Company or an Affiliate of the Company holds the Debenture.




          If a Debenture is replaced pursuant to Section 2.09, it ceases to be outstanding unless the
Trustee and the Company receive proof satisfactory to them that the replaced Debenture is held by a
protected purchaser.




          If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a
redemption date, repurchase date or Maturity Date money sufficient to pay all principal and
interest payable on that date with respect to the Debentures (or portions thereof) to be redeemed,
repurchased or maturing, as the case may be, and the Paying Agent is not prohibited from paying
such money to the Debentureholders on that date pursuant to the terms of this Indenture, then on
and after that date such Debentures (or portions thereof) cease to be outstanding and interest on
them ceases to accrue.




          SECTION 2.11. Temporary Debentures. Pending the preparation of Debentures in
certificated form, the Company may execute and the Trustee or an authenticating agent appointed by
the Trustee shall, upon the written request of the Company, authenticate and deliver temporary
Debentures (printed or lithographed). Temporary Debentures shall be issuable in any authorized
denomination, and substantially in the form of the Debentures in certificated form, but with such
omissions, insertions and variations as may be appropriate for temporary Debentures, all as may be
determined by the Company. Every such temporary Debentures shall be executed by the Company and
authenticated by the Trustee or such authenticating agent upon the same conditions and in
substantially the same manner, and with the same effect, as the Debentures in certificated form.
Without unreasonable delay, the Company will execute and deliver to the Trustee or such
authenticating agent Debentures in certificated form and thereupon any or all temporary Debentures
may be surrendered in exchange therefor, at each office or agency maintained by the Company
pursuant to Section 4.02 and the Trustee or such authenticating agent shall authenticate and make
available for delivery in exchange for such temporary Debentures an equal aggregate principal
amount of Debentures in certificated form. Such exchange shall be made by the Company at its own
expense and without any charge therefor. Until so exchanged, the temporary Debentures shall in all
respects be entitled to the same benefits and subject to the same limitations under this Indenture
as Debentures in certificated form authenticated and delivered hereunder.




          SECTION 2.12. Cancellation. The Company at any time may deliver Debentures to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any
Debentures surrendered to them for registration of transfer, exchange or




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payment. The Trustee and
no one else shall cancel all Debentures surrendered for registration of transfer, exchange, payment
or cancellation and dispose of such canceled Debentures in accordance with its customary procedures
or deliver canceled Debentures to the Company. The Company may not issue new Debentures to replace
Debentures it has redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall
not authenticate Debentures in place of canceled Debentures other than pursuant to the terms of
this Indenture.




          SECTION 2.13. Defaulted Interest. If the Company defaults in a payment of interest
on the Debentures, the Company shall pay the defaulted interest (plus interest on such defaulted
interest at the rate of 1% per annum above the then applicable interest rate to the extent lawful)
in any lawful manner. The Company may pay the defaulted interest to the Persons who are
Debentureholders on a subsequent special record date. The Company shall fix or cause to be fixed
any such special record date and payment date to the reasonable satisfaction of the Trustee and
shall promptly mail or cause to be mailed to each Debentureholder a notice that states the special
record date, the payment date and the amount of defaulted interest to be paid.




          SECTION 2.14. CUSIP and ISIN Numbers. The Company in issuing the Debentures may use
“CUSIP” and “ISIN” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” and
“ISIN” numbers in notices of redemption as a convenience to Debentureholders; provided,
however, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Debentures or as contained in any notice of a
redemption and that reliance may be placed only on the other identification numbers printed on the
Debentures, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Company shall promptly notify the Trustee in writing of any changes to the CUSIP and
ISIN numbers.




ARTICLE 3




Redemption and Repurchase of Debentures




          SECTION 3.01. Optional Redemption of Debentures. At any time on or after November
15, 2011, the Debentures may be redeemed at the option of the Company, in whole or in part, upon
notice as set forth in Section 3.02, in cash at the redemption price equal to 100% of the principal
amount thereof. In addition, the Company will pay interest on the Debentures being redeemed, which
interest will include such interest accrued and unpaid to, but excluding, the redemption date;
provided, that if the redemption date is after a Record Date and on or prior to the
corresponding interest payment date, the interest will be paid on the redemption date to the holder
of record on the Record Date. The Company may not redeem any Debentures if a Default in the
payment of interest on the Debentures has occurred and is continuing.




          SECTION 3.02. Notice of Optional Redemption; Selection of Debentures to Be Redeemed.
In case the Company shall desire to exercise the right to redeem all or, as the case may be, any
part of the Debentures pursuant to Section 3.01, it shall fix a date for redemption and it or, at
its written request received by the Trustee not fewer than five Business Days prior (or such
shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is
to be mailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to
be mailed a notice of such redemption not fewer than 30 calendar days nor more




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than 60 calendar
days prior to the redemption date to each holder of Debentures so to be redeemed in whole or in
part at its last address as the same appears on the Register; provided that if the Company
makes such request of the Trustee, it shall, together with such request, also give written notice
of the redemption date to the Trustee, provided that the text of the notice shall be
prepared by the Company. Such mailing shall be by first class mail. The notice, if mailed in the
manner herein provided, shall be conclusively presumed to have been duly given, whether or not the
holder receives such notice. In any case, failure to give such notice by mail or any defect in the
notice to the holder of any Debentures designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Debentures. Concurrently
with the mailing of any such notice of redemption, the Company shall issue a press release
announcing such redemption, the form and content of which press release shall be determined by the
Company in its sole discretion. The failure to issue any such press release or any defect therein
shall not affect the validity of the redemption notice or any of the proceedings for the redemption
of any Debentures called for redemption.




          Each such notice of redemption shall specify: (i) the aggregate principal amount of Debentures
to be redeemed, (ii) the CUSIP number or numbers of the Debentures being redeemed, (iii) the date
fixed for redemption (which shall be a Business Day), (iv) the redemption price at which Debentures
are to be redeemed, (v) the place or places of payment and that payment will be made upon
presentation and surrender of such Debentures, (iv) that interest accrued and unpaid to, but
excluding, the date fixed for redemption will be paid as specified in said notice, and that on and
after said date interest thereon or on the portion thereof to be redeemed will cease to accrue,
(vii) that the holder has a right to convert the Debentures called for redemption, (viii) the
Conversion Rate on the date of such notice, (ix) the time and date on which the right to convert
such Debentures or portions thereof will expire, (x) the formula for determining the amount of cash
and the number of shares, if any, to be delivered to the holder upon conversion pursuant to Section
10.12 and the date on which the Cash Settlement Averaging Period begins and (xi) that the Company
will pay cash for fractional interests in shares of Common Stock, if any, as provided in this
Indenture. If fewer than all the Debentures are to be redeemed, the notice of redemption shall
identify the Debentures to be redeemed (including CUSIP numbers, if any). In case any Debentures
are to be redeemed in part only, the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that, on and after the redemption date, upon
surrender of such Debentures, a new Debentures or Debentures in principal amount equal to the
unredeemed portion thereof will be issued.




          Whenever any Debentures are to be redeemed, the Company will give the Trustee written notice
of the redemption date, together with an Officers’ Certificate as to the aggregate principal amount
of Debentures to be redeemed not fewer than 35 calendar days (or such shorter period of time as may
be acceptable to the Trustee) prior to the redemption date.




          On or prior to the redemption date specified in the notice of redemption given as provided in
this Section 3.02, the Company will deposit with the Paying Agent (or, if the Company is acting as
its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.06) an amount
of money in immediately available funds sufficient to redeem on the redemption date all the
Debentures (or portions thereof) so called for redemption (other than those theretofore surrendered
for conversion into Common Stock) at the appropriate redemption price, together with accrued and
unpaid interest to, but excluding, the redemption date; provided




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that if such payment is
made on the redemption date, it must be received by the Paying Agent, by 11:00 a.m., New York City
time, on such date. If any Debentures called for redemption are converted pursuant hereto prior to
such redemption date, any money deposited with the Paying Agent or so segregated and held in trust
for the redemption of such Debentures shall be paid to the Company or, if then held by the Company,
shall be discharged from such trust.




          If less than all of the outstanding Debentures are to be redeemed, the Trustee shall select
the Debentures or portions thereof of the Global Debentures or the Debentures in certificated form
to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or
by another method the Trustee deems fair and appropriate. If any Debentures selected for
redemption is submitted for conversion in part after such selection, the portion of such Debentures
submitted for conversion shall be deemed (so far as may be possible) to be the portion to be
selected for redemption. The Debentures (or portions thereof) so selected for redemption shall be
deemed duly selected for redemption for all purposes hereof, notwithstanding that any such
Debentures are submitted for conversion in part before the mailing of the notice of redemption.




          Upon any redemption of less than all of the outstanding Debentures, the Company and the
Trustee may (but need not), solely for purposes of determining the pro rata allocation among such
Debentures that are unconverted and outstanding at the time of redemption, treat as outstanding any
Debentures surrendered for conversion during the period of fifteen calendar days preceding the
mailing of a notice of redemption and may (but need not) treat as outstanding any Debentures
authenticated and delivered during such period in exchange for the unconverted portion of any
Debentures converted in part during such period.




          SECTION 3.03. Payment of Debentures Called for Redemption. If notice of redemption
has been given as provided in Section 3.02, the Debentures or portion of Debentures with respect to
which such notice has been given shall, unless converted pursuant to the terms hereof, become due
and payable on the date fixed for redemption and at the place or places stated in such notice at
the redemption price, plus interest accrued and unpaid to, but excluding, the redemption date
(unless the redemption date is after a Record Date and on or prior to the corresponding interest
payment date, in which event the interest will be paid on the interest payment date to the holder
of record on the Record Date), and, unless the Company shall default in the payment of such
Debentures at the redemption price, plus interest, if any, accrued and unpaid to, but excluding,
such date, interest on the Debentures or portion of Debentures so called for redemption, interest
shall cease to accrue on and after such date and, after 5:00 p.m., New York City time, on the
Business Day immediately preceding the redemption date (unless the Company shall default in the
payment of such Debentures at the redemption price, together with interest accrued to such date)
and such Debentures shall cease to be convertible and, except as provided in Section 2.06 and
Section 8.02, to be entitled to any benefit or security under this Indenture, and the holders
thereof shall have no right in respect of such Debentures except the right to receive the
redemption price thereof plus accrued and unpaid interest to, but excluding, the redemption date.
On presentation and surrender of such Debentures at a place of payment in said notice specified,
the said Debentures or the specified portions thereof shall be paid and redeemed by the Company at
the redemption price, together with interest accrued and unpaid thereon to, but excluding, the
redemption date; provided that if the applicable redemption date is after the applicable
Record Date and on or before an interest payment date, the interest payable




 - 31 - 









 







on such interest
payment date shall be paid on such interest payment date to the holders of record of such
Debentures on the applicable Record Date instead of the holders surrendering such Debentures for
redemption on such date.




          Upon presentation of any Debentures redeemed in part only, the Company shall execute and the
Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of
the Company, a new Debentures or Debentures, of authorized denominations, in principal amount equal
to the unredeemed portion of the Debentures so presented.




          Notwithstanding the foregoing, the Trustee shall not redeem any Debentures or mail any notice
of redemption during the continuance of a Default in payment of interest on the Debentures. If any
Debentures called for redemption shall not be so paid upon surrender thereof for redemption on the
redemption date as provided in this Section 3.03, to the extent legally permissible, the redemption
price shall, until paid or duly provided for, bear interest from and including the redemption date
at a rate equal to 1% per annum above the rate borne by the Debentures and such Debentures shall
remain convertible into Common Stock until the redemption price and interest shall have been paid
or duly provided for.




          SECTION 3.04. Repurchase at Option of Holders Upon a Fundamental Change. (a) If
there shall occur a Fundamental Change at any time prior to maturity of the Debentures, then each
holder of Debentures shall have the right, at such holder’s option, to require the Company to
repurchase all of such holder’s Debentures, or any portion thereof that is a multiple of $1,000
principal amount, on a date (the “Fundamental Change Repurchase Date”) specified by the Company,
that is not less than 20 calendar days nor more than 35 calendar days after the date of the Company
Repurchase Notice related to such Fundamental Change at a cash repurchase price equal to 100% of
the principal amount of the Debentures being repurchased, plus accrued and unpaid interest to, but
excluding, the Fundamental Change Repurchase Date, subject to the satisfaction by the holder of the
requirements set forth in Section 3.04(c); provided that if such Fundamental Change
Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment
date, then the interest payable on such interest payment date shall be paid on such interest
payment date to the holders of record of the Debentures on the applicable Record Date instead of
the holders surrendering the Debentures for repurchase on such date.




          (b) On or before the fifth calendar day after the occurrence of a Fundamental Change, the
Company shall mail or cause to be mailed to all holders of record of the Debentures on the date of
the Fundamental Change at their addresses shown in the Register (and to beneficial owners of the
Debentures as required by applicable law) a Company Repurchase Notice as set forth in Section 3.06
with respect to such Fundamental Change. The Company shall also deliver a copy of the Company
Repurchase Notice to the Trustee and the Paying Agent at such time as it is mailed to holders of
Debentures. Concurrently with the mailing of such Company Repurchase Notice, the Company shall
issue a press release announcing such Fundamental Change referred to in the Company Repurchase
Notice, the form and content of which press release shall be determined by the Company in its sole
discretion.




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          No failure of the Company to give the foregoing notices and press release and no defect
therein shall limit the repurchase rights of holders of Debentures or affect the validity of the
proceedings for the repurchase of the Debentures pursuant to this Section 3.04.




          (c) For Debentures to be repurchased at the option of the holder, the holder must deliver to
the Paying Agent, prior to 5:00 p.m., New York City time, on the Business Day immediately preceding
the Fundamental Change Repurchase Date, (i) a written notice of repurchase (the “Repurchase
Notice”) in the form set forth on the reverse of the Debentures duly completed (if the Debentures
are certificated) or stating the following (if the Debentures are represented by a Global
Debenture): (A) the certificate number of the Debentures which the holder will deliver to be
repurchased or compliance with the appropriate Depositary procedures, (B) the portion of the
principal amount of the Debentures which the holder will deliver to be repurchased, which portion
must be in principal amounts of $1,000 or an integral multiple of $1,000 and (C) that such
Debentures shall be repurchased by the Company pursuant to the terms and conditions specified in
the Debentures and in this Indenture, together with (ii) such Debentures duly endorsed for transfer
(if the Debentures are certificated) or book-entry transfer of such Debentures (if such Debentures
are represented by a Global Debenture). The delivery of such Debentures to the Paying Agent with,
or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements)
at the office of the Paying Agent shall be a condition to the receipt by the holder of the
repurchase price therefore; provided, however, that such repurchase price shall be
so paid pursuant to this Section 3.04 only if the Debentures so delivered to the Paying Agent shall
conform in all respects to the description thereof in the Repurchase Notice. All questions as to
the validity, eligibility (including time of receipt) and acceptance of any Debentures for
repurchase shall be determined by the Company, whose determination shall be final and binding
absent manifest error.




          (d) The Company shall repurchase from the holder thereof, pursuant to this Section 3.04, a
portion of a Debenture, if the principal amount of such portion is $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to the repurchase of all of a Debenture also apply
to the repurchase of such portion of such Debenture.




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




          Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.04
shall be consummated by the delivery of the consideration to be received by the holder promptly
following the later of the Fundamental Change Repurchase Date and the time of the book-entry
transfer or delivery of the Debentures.




          SECTION 3.05. Repurchase of Debentures by the Company at the Option of Holders. (a)
Each holder of Debentures shall have the right, at such holder’s option, to require the Company to
repurchase all of such holder’s Debentures, or any portion thereof that is a multiple of $1,000
principal amount, on November 15, 2011, November 15, 2016 and November 15, 2021 (each, a
"Repurchase Date”), at a repurchase price of 100% of the principal amount of the Debentures being
repurchased, plus accrued and unpaid interest to, but excluding, the Repurchase Date,
provided that if such Repurchase Date falls after a Record Date and on or prior to the
corresponding interest payment




 - 33 - 









 







date, then the interest payable on such interest payment date shall
be paid on such interest payment date to the holders of record of the Debentures on the applicable
Record Date instead of the holders surrendering the Debentures for repurchase on such date.




          (b) On or before the twentieth Business Day prior to each Repurchase Date, the Company shall
mail or cause to be mailed to all holders of record on such date (and to beneficial owners as
required by applicable law) at their addresses shown in the Register (and to beneficial owners as
required by applicable law) a Company Repurchase Notice as set forth in Section 3.06. The Company
shall also deliver a copy of the Company Repurchase Notice to the Trustee and the Paying Agent at
such time as it is mailed to holders of Debentures.




          No failure of the Company to give the foregoing notices and no defect therein shall limit the
repurchase rights of holders of Debentures or affect the validity of the proceedings for the
repurchase of the Debentures pursuant to this Section 3.05.




          (c) For Debentures to be so repurchased at the option of the holder, the holder must deliver
to the Paying Agent, at any time during the period beginning at 9:00 a.m., New York City time, on
the date that is 20 Business Days prior to the applicable Repurchase Date and ending at 5:00 p.m.,
New York City time, on the Business Day immediately preceding the applicable Repurchase Date, (i) a
Repurchase Notice in the form set forth on the reverse of the Debentures duly completed (if the
Debentures are certificated) or stating the following (if the Debentures are represented by a
Global Debenture): (A) the certificate number of the Debentures which the holder will deliver to be
repurchased or compliance with the appropriate Depositary procedures, (B) the portion of the
principal amount of the Debentures which the holder will deliver to be repurchased, which portion
must be in principal amounts of $1,000 or an integral multiple of $1,000, and (C) that such
Debentures shall be repurchased by the Company pursuant to the terms and conditions specified in
the Debentures and in this Indenture, together with (ii) such Debentures duly endorsed for transfer
(if the Debentures are certificated) or book-entry transfer of such Debentures (if such Debentures
are represented by a Global Debenture). The delivery of such Debentures to the Paying Agent with,
or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements)
at the office of the Paying Agent shall be a condition to the receipt by the holder of the
repurchase price therefore; provided, however, that such repurchase price shall be
so paid pursuant to this Section 3.05 only if the Debentures so delivered to the Paying Agent shall
conform in all respects to the description thereof in the Repurchase Notice. All questions as to
the validity, eligibility (including time of receipt) and acceptance of any Debentures for
repurchase shall be determined by the Company, whose determination shall be final and binding
absent manifest error.




          (d) The Company shall repurchase from the holder thereof, pursuant to this Section 3.05, a
portion of a Debenture, if the principal amount of such portion is $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to the repurchase of all of a Debenture also apply
to the repurchase of such portion of such Debentures.




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





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          Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.05
shall be consummated by the delivery of the consideration to be received by the holder promptly
following the later of the Repurchase Date and the time of the book-entry transfer or delivery of
the Debentures.




          SECTION 3.06. Company Repurchase Notice. In connection with any repurchase of
Debentures, the Company shall, in the case of a Fundamental Change, on or before the fifth calendar
day after the Effective Date of such Fundamental Change or, no less than 20 Business Days prior to
each Repurchase Date, give notice to holders (with a copy to the Trustee) setting forth information
specified in this Section 3.06 (in either case, the “Company Repurchase Notice”).




          Each Company Repurchase Notice shall:





     (1) state the repurchase price and the Fundamental Change Repurchase Date or the
Repurchase Date to which the Company Repurchase Notice relates;




     (2) state, if applicable, the circumstances constituting the Fundamental Change;




     (3) state that the repurchase price will be paid in cash;




     (4) state that holders must exercise their right to elect repurchase prior to 5:00
p.m., New York City time, on the Business Day immediately preceding the Fundamental Change
Repurchase Date or Repurchase Date, as the case may be;




     (5) include a form of Repurchase Notice;




     (6) state the name and address of the Paying Agent;




     (7) state that Debentures must be surrendered to the Paying Agent to collect the
repurchase price;




     (8) state that a holder may withdraw its Repurchase Notice at any time prior to 5:00
p.m., New York City time, on the Business Day immediately preceding the Fundamental Change
Repurchase Date or the Repurchase Date, as the case may be, by delivering a valid written
notice of withdrawal in accordance with Section 3.07;




     (9) state whether the Debentures are then convertible, the then applicable Conversion
Rate, including, in the case of the occurrence of a Fundamental Change, expected changes in
the Conversion Rate resulting from such Fundamental Change transaction and expected changes
in the cash, shares or other property deliverable upon conversion of the Debentures as a
result of the occurrence of the Fundamental Change;




     (10) that Debentures as to which a Repurchase Notice has been given may be converted
only if the Repurchase Notice is withdrawn in accordance with the terms of this Indenture;



 - 35 - 









 






     (11) state the amount of interest accrued and unpaid per $1,000 principal amount of
Debentures to, but excluding, the Fundamental Change Repurchase Date and Repurchase Date, as
the case may be; and




     (12) state the CUSIP number of the Debentures.


A Company Repurchase Notice may be given by the Company or, at the Company’s request, the Trustee
shall give such Company Repurchase Notice in the Company’s name and at the Company’s expense;
provided, that the text of the Company Repurchase Notice shall be prepared by the Company.




          The Company will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule
14e-1 (or any successor provision) under the Exchange Act that may be applicable at the time of the
repurchase of the Debentures, file the related Schedule TO (or any successor schedule, form or
report) under the Exchange Act and comply with all other federal and state securities laws in
connection with the repurchase of the Debentures.




          SECTION 3.07. Effect of Repurchase Notice; Withdrawal. Upon receipt by the Paying
Agent of the Repurchase Notice specified in Section 3.04 or Section 3.05, the holder of the
Debentures in respect of which such Repurchase Notice was given shall (unless such Repurchase
Notice is validly withdrawn in accordance with the following paragraph) thereafter be entitled to
receive solely the repurchase price with respect to such Debentures. Such repurchase price shall
be paid to such holder, subject to receipt of funds and/or the Debentures by the Paying Agent,
promptly following the later of (x) the Fundamental Change Repurchase Date or the Repurchase Date
with respect to such Debentures (provided the holder has satisfied the conditions in Section 3.04
or Section 3.05) and (y) the time of book-entry transfer or delivery of such Debentures to the
Paying Agent by the holder thereof in the manner required by Section 3.04 or Section 3.05. The
Debentures in respect of which a Repurchase Notice has been given by the holder thereof may not be
converted pursuant to Article 10 hereof on or after the date of the delivery of such Repurchase
Notice unless such Repurchase Notice has first been validly withdrawn.




          A Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to
the office of the Paying Agent in accordance with the Repurchase Notice at any time prior to 5:00
p.m., New York City time, on the Business Day immediately preceding the Fundamental Change
Repurchase Date or Repurchase Date, as the case may be, specifying:




          (a) the certificate number, if any, of the Debentures in respect of which such notice of
withdrawal is being submitted, or the appropriate Depositary information, in accordance with
appropriate Depositary procedures, if the Debentures in respect of which such notice of withdrawal
is being submitted is represented by a Global Debenture,




          (b) the principal amount of the Debentures with respect to which such notice of withdrawal is
being submitted, and




          (c) the principal amount, if any, of such Debentures which remains subject to the original
Repurchase Notice and which has been or will be delivered for repurchase by the Company.




 - 36 - 









 








          If a Repurchase Notice is properly withdrawn, the Company shall not be obligated to repurchase
the Debentures listed in such Repurchase Notice.




          SECTION 3.08. Deposit of Repurchase Price. Prior to 10:00 a.m., New York City Time,
on the Fundamental Change Repurchase Date or the Repurchase Date, the Company shall deposit with
the Paying Agent or, if the Company is acting as the Paying Agent, shall segregate and hold in
trust as provided in Section 6.04, an amount of cash (in immediately available funds if deposited
on the Fundamental Change Repurchase Date or the Repurchase Date, as the case may be), sufficient
to pay the aggregate repurchase price of all the Debentures or portions thereof that are to be
repurchased as of the Fundamental Change Repurchase Date or the Repurchase Date, as the case may
be.




          If on the Fundamental Change Repurchase Date or the Repurchase Date the Paying Agent holds
cash sufficient to pay the repurchase price of the Debentures that holders have elected to require
the Company to repurchase in accordance with Section 3.04 or 3.05, as the case may be, then, on the
Fundamental Change Repurchase Date or the Repurchase Date, as the case may be, such Debentures will
cease to be outstanding, interest will cease to accrue and all other rights of the holders of such
Debentures will terminate, other than the right to receive the repurchase price upon delivery or
book-entry transfer of the Debentures. This will be the case whether or not book-entry transfer of
the Debentures has been made or the Debentures has been delivered to the Paying Agent.




          SECTION 3.09. Debentures Repurchased in Part. Upon presentation of any Debentures
repurchased only in part, the Company shall execute and the Trustee shall authenticate and make
available for delivery to the holder thereof, at the expense of the Company, a new Debentures or
Debentures, of any authorized denomination, in aggregate principal amount equal to the
unrepurchased portion of the Debentures presented.




ARTICLE 4




Covenants




          SECTION 4.01. Payment of Debentures. The Company shall promptly pay the principal
of and interest on the Debentures on the dates and in the manner provided in the Debentures and in
this Indenture. Principal and interest shall be considered paid on the date due if on such date
the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not
prohibited from paying such money to the Debentureholders on that date pursuant to the terms of
this Indenture.




          The Company shall pay interest on overdue principal at the rate specified therefor in the
Debentures, and it shall pay interest on overdue installments of interest at the same rate to the
extent lawful.




          SECTION 4.02. Maintenance of Office or Agency. The Company will maintain an office
or agency in the Borough of Manhattan, The City of New York, where the Debentures may be
surrendered for registration of transfer or exchange or for presentation for payment or for




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conversion, redemption or repurchase and where notices and demands to or upon the Company in
respect of the Debentures and this Indenture may be served. As of the date of this Indenture, such
office is located at the office of the Trustee located at The Bank of New York, 101 Barclay Street,
Floor 8W, New York, NY 10286, Attention: Corporate Trust Administration and, at any other time, at
such other address as the Trustee may designate from time to time by notice to the Company. The
Company will give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency not designated or appointed by the Trustee. If at any time the
Company shall fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office.




          The Company may also from time to time designate co-registrars and one or more offices or
agencies where the Debentures may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations. 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.




          So long as the Trustee is the Registrar, the Trustee agrees to mail, or cause to be mailed,
the notices set forth in Section 7.08. If co-registrars have been appointed in accordance with
this Section, the Trustee shall mail such notices only to the Company and the holders of Debentures
it can identify from its records.




          SECTION 4.03. 144A Information. The Company covenants and agrees that it shall,
during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, make
available to any holder or beneficial holder of Debentures or any Common Stock issued upon
conversion thereof which continue to be Restricted Securities and any prospective purchaser of
Debentures or such Common Stock designated by such holder or beneficial holder, the information
required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or
beneficial holder of the Debentures or such Common Stock, all to the extent required to enable such
holder or beneficial holder to sell its Debentures or Common Stock without registration under the
Securities Act within the limitation of the exemption provided by Rule 144A.




          SECTION 4.04. Existence. Subject to Article 12, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its existence and rights
(charter and statutory); provided that the Company shall not be required to preserve any
such right if the Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and that the loss thereof is not disadvantageous in any
material respect to the holders of Debentures.




          SECTION 4.05. Payment of Taxes and Other Claims. The Company will pay or discharge,
or cause to be paid or discharged, before the same may become delinquent, (i) all taxes,
assessments and governmental charges levied or imposed upon the Company or any Significant
Subsidiary or upon the income, profits or property of the Company or any Significant Subsidiary,
(ii) all claims for labor, materials and supplies which, if unpaid, might by law become a lien or
charge upon the property of the Company or any Significant Subsidiary and (iii) all stamp taxes and
other duties, if any, which may be imposed by the United States or any




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political subdivision
thereof or therein in connection with the issuance, transfer, exchange, conversion, redemption or
repurchase of any Debentures or with respect to this Indenture; provided that, in the case
of clauses (i) and (ii), the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim (A) if the failure to do so will not, in
the aggregate, have a material adverse impact on the Company, or (B) if the amount, applicability
or validity is being contested in good faith by appropriate proceedings.




          SECTION 4.06. Compliance Certificate. The Company shall deliver to the Trustee
within 120 days after the end of each fiscal year of the Company an Officers’ Certificate stating
that a review of the Company’s activities during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture and further stating, as to
each such Officer signing such certificate, whether to the best of such Officer’s knowledge the
Company during such preceding fiscal year has kept, observed, performed and fulfilled each and
every such covenant contained in this Indenture and that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have knowledge of any
Default and whether or not the signers know of any Default that occurred during such period. If
they do know of any Default, the certificate shall describe the Default, its status and what action
the Company is taking or proposes to take with respect thereto. The Company also shall comply with
Section 314(a)(4) of the TIA.




          SECTION 4.07. Further Instruments and Acts. The Company shall execute and deliver
such further instruments and do such further acts as may be reasonably necessary or proper to carry
out more effectively the purpose of this Indenture.




          SECTION 4.08. Contingent Interest. Beginning with the six-month interest period
commencing November 15, 2011, the Company will pay interest (“Contingent Interest”) during any
six-month interest period if the Trading Price of the Debentures for each of the five Trading Days
ending on the second Trading Day immediately preceding the first day of the applicable six-month
interest period equals or exceeds 120% of the principal amount of the Debentures. During any
six-month interest period when Contingent Interest is payable, the Contingent Interest payable on
each $1,000 principal amount of Debentures shall equal 0.25% of the average Trading Price of $1,000
principal amount of Debentures during the five Trading Days ending on the second Trading Day
immediately preceding the first day of the applicable six-month interest period used to determine
whether Contingent Interest must be paid.




          The Trustee’s sole responsibility pursuant to this Section 4.08 shall be to obtain the Trading
Price of the Debentures for each of the five Trading Days immediately preceding the first day of
the applicable six-month interest period and to provide such information to the Company. The
Company shall determine whether holders are entitled to receive Contingent Interest, and if so,
provide notice pursuant to Section 4.09. Notwithstanding any term contained in this Indenture or
any other document to the contrary, the Trustee shall have no responsibilities, duties or
obligations for or with respect to (i) determining whether the Company must pay Contingent Interest
or (ii) determining the amount of Contingent Interest, if any, payable by the Company.





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          Contingent interest for any period shall be paid on the same date and to the same Person
entitled to received other interest payable on any Debentures. Contingent Interest due under this
Section 4.08 shall be treated for all purposes of this Indenture like any other interest accruing
on the Debentures.




          SECTION 4.09. Contingent Interest Notification. Prior to the first Business Day of
a six-month interest period during which Contingent Interest will be paid, the Company will
disseminate a press release through BusinessWire (or if BusinessWire is no longer available, a
comparable wire service) stating that Contingent Interest will be paid on the Debentures and
identifying the six-month interest period.




          SECTION 4.10. Tax Treatment. The Company agrees, and by acceptance of beneficial
ownership interest in the Debentures each holder of the Debentures will be deemed to have agreed,
for U.S. federal income tax purposes (1) to treat the Debentures as indebtedness that is subject to
Treas. Reg. Sec. 1.1275-4 (the “Contingent Payment Regulations”) and, for purposes of the
Contingent Payment Regulations, to treat the cash and the fair market value of any stock
beneficially received by a holder upon any conversion of the Debentures as a contingent payment and
(2) to be bound by the Company’s determination of the “comparable yield” and “projected payment
schedule,” within the meaning of the Contingent Payment Regulations, with respect to the
Debentures. A holder may obtain the issue price, amount of original issue discount, issue date,
yield to maturity, comparable yield and projected payment schedule for the Debentures by submitting
a written request for such information to the Company at the following address: Wesco
International, Inc., 225 West Station Square Drive, Suite 700, Pittsburgh, PA 15219, Attention:
Investor Relations Department.




          SECTION 4.11. Additional Interest Notice. In the event that the Company is required
to pay Additional Interest to holders of Debentures pursuant to the Registration Rights Agreement,
the Company will provide written notice (“Additional Interest Notice”) to the Trustee of its
obligation to pay Additional Interest no later than fifteen calendar days prior to the proposed
payment date for Additional Interest, and the Additional Interest Notice shall set forth the amount
of Additional Interest to be paid by the Company on such payment date. The Trustee shall not at
any time be under any duty or responsibility to any holder of Debentures to determine the
Additional Interest, or with respect to the nature, extent or calculation of the amount of
Additional Interest when made, or with respect to the method employed in such calculation of the
Additional Interest.




ARTICLE 5




Successor Company




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




          (a) either (i) the Company is the continuing corporation, or (ii) the resulting, surviving or
transferee person (if other than the Company) is a corporation or limited liability company
organized and existing under the laws of the United States, any state thereof or the




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District of
Columbia and such person assumes, by a supplemental indenture in a form reasonably satisfactory to
the Trustee, and a supplemental agreement, all of the Company’s obligations under the Debentures,
this Indenture and the Registration Rights Agreement;




          (b) immediately after giving effect to the transaction described above, no Default or Event of
Default, has occurred and is continuing;




          (c) if as a result of such transaction the Debentures become convertible into common stock or
other securities issued by a third party, such third party fully and unconditionally Guarantees all
obligations of the Company or such surviving Person under the Debentures, this Indenture and the
Registration Rights Agreement; and




          (d) the Company has delivered to the Trustee the Officers’ Certificate and Opinion of Counsel
pursuant to Section 5.03.




          SECTION 5.02. Successor to be Substituted. In case of any such consolidation,
merger, sale, conveyance, transfer or lease in which the Company is not the continuing corporation
and upon the assumption by the successor Person, by supplemental indenture, executed and delivered
to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the due and
punctual payment of the principal of, and premium, if any, and interest on all of the Debentures,
and the due and punctual performance and observance of all of the covenants and conditions of this
Indenture to be performed or satisfied by the Company, and by supplemental agreement, executed and
delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of all
of the obligations of the Company under the Registration Rights Agreement, such successor Person
shall succeed to and be substituted for the Company, with the same effect as if it had been named
herein as the party of this first part, and WESCO International, Inc. shall be discharged from its
obligations under the Debentures, this Indenture and the Registration Rights Agreement. Such
successor Person thereupon may cause to be signed, and may issue either in its own name or in the
name of WESCO International, Inc. any or all of the Debentures, issuable hereunder that
theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor Person instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or
cause to be authenticated and delivered, any Debentures that previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and any Debentures that
such successor Person thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Debentures theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Debentures had been issued at the date of the
execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or
lease, upon compliance with this Article 12 the Person named as the “Company” in the first
paragraph of this Indenture or any successor that shall thereafter have become such in the manner
prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and
such Person shall be discharged from its liabilities as obligor and maker of the Debentures and
from its obligations under this Indenture.





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          SECTION 5.03. Opinion of Counsel to be Given Trustee. Prior to execution of any
supplemental indenture pursuant to this Article 5, the Trustee shall receive an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or lease and any such assumption complies with the provisions of this
Article 5.




ARTICLE 6




Defaults and Remedies




          SECTION 6.01. Events of Default. An “Event of Default” occurs if:




          (a) the Company defaults in any payment of interest on any Debenture when the same becomes due
and payable and such default continues for a period of 30 days;




          (b) the Company (i) defaults in the payment of the principal of and premium, if any, on, any
Debenture when the same becomes due and payable at its Stated Maturity, upon redemption or required
repurchase, upon declaration or otherwise;




          (c) the Company fails to comply with Section 5.01;




          (d) the Company fails to deliver Common Stock (including any Additional Shares), or cash in
lieu thereof, or a combination of the foregoing, as required pursuant to Article 10 upon the
conversion of any Debentures and such failure continues for five days following the scheduled
settlement date for such conversion;




          (e) the Company fails to provide notice of the anticipated effective date or actual effective
date of a Fundamental Change on a timely basis as required in this Indenture;




          (f) the Company fails to comply with any of its agreements contained in the Debentures or this
Indenture (other than those referred to in (1), (2), (3), (4) or (5) above) and such failure
continues for 60 days after the notice specified below;




          (g) Indebtedness of the Company or any Significant Subsidiary is not paid within any
applicable grace period after final maturity or the acceleration of any such Indebtedness by the
holders thereof because of a default and the total amount of such Indebtedness unpaid or
accelerated exceeds $35 million or its foreign currency equivalent at the time and such failure
continues for 10 days after the notice specified below;




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





     (1) commences a voluntary case;




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




     (3) consents to the appointment of a Custodian of it or for any substantial part of its
property; or



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




     (5) or takes any comparable action under any foreign laws relating to insolvency;




     (i) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:




     (1) is for relief against the Company or any Significant Subsidiary in an involuntary
case;




     (2) appoints a Custodian of the Company or any Significant Subsidiary or for any
substantial part of its property; or




     (3) orders the winding up or liquidation of the Company or any Significant Subsidiary;




     (4) or any similar relief is granted under any foreign laws and the order or decree
remains unstayed and in effect for 60 days;



          (j) any judgment or decree for the payment of money in excess of $35 million or its foreign
currency equivalent at the time is entered against the Company or any Significant Subsidiary and is
not discharged, waived or stayed and either (A) an enforcement proceeding has been commenced by any
creditor upon such judgment or decree or (B) there is a period of 60 days following the entry of
such judgment or decree during which such judgment or decree is not discharged, waived or the
execution thereof stayed and such judgment or decree is not discharged, waived or the execution
thereof stayed within 10 days after the notice specified below; or




          (k) the Guarantee of Distribution shall be held in any judicial proceeding to be unenforceable
or invalid.




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




          The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal
or state law for the relief of debtors. The term “Custodian” means any receiver, trustee,
assignee, liquidator, custodian or similar official under any Bankruptcy Law.




          A Default under clause (f), (g) or (j) above is not an Event of Default until the Trustee or
the Debentureholders of at least 25% in principal amount of the outstanding Debentures notify the
Company of the Default and the Company does not cure such Default within the time specified after
receipt of such notice. Such notice must specify the Default, demand that it be remedied and state
that such notice is a “Notice of Default”.





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          The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written
notice in the form of an Officers’ Certificate of any event which with the giving of notice or the
lapse of time would become an Event of Default under clause (f), (g) or (j), its status and what
action the Company is taking or proposes to take with respect thereto.




          SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default
specified in Section 6.01(h) or (i) with respect to the Company) occurs and is continuing, the
Trustee by notice to the Company, or the Debentureholders of at least 25% in principal amount of
the outstanding Debentures by notice to the Company, may declare the principal of and accrued but
unpaid interest on all the Debentures to be due and payable. Upon such a declaration, such
principal and interest shall be due and payable immediately. If an Event of Default specified in
Section 6.01(h) or (i) with respect to the Company occurs, the principal of and interest on all the
Debentures shall ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Debentureholders. The Debentureholders of a majority
in principal amount of the Debentures by notice to the Trustee may rescind an acceleration and its
consequences if the rescission (i) would not conflict with any judgment or decree; (ii) if all
existing Events of Default have been cured or waived except nonpayment of principal or interest
that has become due solely because of acceleration; and (iii) if the Company has paid the
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. No such
rescission shall affect any subsequent Default or impair any right consequent thereto.




          SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal of or interest on the
Debentures or to enforce the performance of any provision of the Debentures or this Indenture.




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




          SECTION 6.04. Waiver of Past Defaults. Subject to Section 6.02, the Holders of a
majority in principal amount of the Debentures by notice to the Trustee may waive an existing
Default and its consequences except (i) a Default in the payment of the principal of or interest on
a Debenture, (ii) a Default arising from the failure to redeem or repurchase any Debenture when
required pursuant to the terms of this Indenture, (iii) a Default arising from the failure of the
Company to deliver Common Stock (including any Additional Shares), or cash in lieu thereof, or a
combination of the foregoing, as applicable upon the conversion of any Debentures pursuant to the
terms of this Indenture or (iv) a Default in respect of a provision that under Section 9.02 cannot
be amended without the consent of each Debentureholder affected. When a Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any
consequent right.




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          SECTION 6.05. Control by Majority. The Debentureholders of a majority in principal
amount of the Debentures may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture
or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of
other Debentureholders or would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.




          SECTION 6.06. Limitation on Suits. Except to enforce the right to receive payment
of principal, premium (if any) or interest when due, no Debentureholder may pursue any remedy with
respect to this Indenture or the Debentures unless:




          (a) the Debentureholder gives to the Trustee written notice stating that an Event of Default
is continuing;




          (b) the Debentureholders of at least 25% in principal amount of the Debentures make a written
request to the Trustee to pursue the remedy;




          (c) such Debentureholder or Debentureholders offer to the Trustee reasonable security or
indemnity against any loss, liability or expense;




          (d) the Trustee does not comply with the request within 60 days after receipt of the request
and the offer of security or indemnity; and




          (e) the Debentureholders of a majority in principal amount of the Debentures do not give the
Trustee a direction inconsistent with the request during such 60-day period.




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




          Notwithstanding any other provision of this Indenture and any provision of any Debentures, the
right of any holder of any Debentures to receive payment of the principal of (including the
redemption price or repurchase price upon redemption or repurchase pursuant to Article 3) and
premium, if any, and accrued interest on such Debentures, on or after the respective due dates
expressed in such Debentures or in the event of redemption or repurchase, or to institute suit for
the enforcement of any such payment on or after such respective dates against the Company shall not
be impaired or affected without the consent of such holder.




          Anything contained in this Indenture or the Debentures to the contrary notwithstanding, the
holder of any Debentures, without the consent of either the Trustee or the holder of any other
Debentures, on its own behalf and for its own benefit, may enforce, and may institute and maintain
any proceeding suitable to enforce, its rights of conversion as provided herein.




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          SECTION 6.07. Rights of Debentureholders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Debentureholder to receive payment of principal
of and liquidated damages and interest on the Debentures held by such Debentureholder, on or after
the respective due dates expressed in the Debentures, 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 such Debentureholder.




          SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in
Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount then due and owing
(together with interest on any unpaid interest to the extent lawful) and the amounts provided for
in Section 7.07.




          SECTION 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 and the Debentureholders allowed in any judicial proceedings relative to the Company,
Distribution, their creditors or their property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Debentureholders in any election of a trustee in bankruptcy
or other Person performing similar functions, and any Custodian in any such judicial proceeding is
hereby authorized by each Debentureholder to make payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the Debentureholders, to pay
to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under
Section 7.07.




          SECTION 6.10. Priorities. Subject to Article 12, if the Trustee collects any money
or property pursuant to this Article 6, it shall pay out the money or property in the following
order:





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




     SECOND: to Debentureholders for amounts due and unpaid on the Debentures for principal
and interest, ratably without preference or priority of any kind, according to the amounts
due and payable on the Debentures for principal and interest, respectively; and




     THIRD: to the Company.



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




          SECTION 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 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,




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having due regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a Debentureholder
pursuant to Section 6.07 or a suit by Debentureholders of more than 10% in principal amount of the
Debentures or to any suit instituted by any holder of Debentures for the enforcement of the payment
of the principal of, or premium, if any, or interest on any Debentures on or after the due date
expressed in such Debentures or to any suit for the enforcement of the right to convert any
Debentures in accordance with the provisions of Article 10.




          SECTION 6.12. Waiver of Stay, Extension or Usury Laws. Neither the Company nor
Distribution (to the extent it may lawfully do so) shall at any time insist upon, or 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 and Distribution (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder,
delay or impede the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.




ARTICLE 7




Trustee




          SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use
the same degree of care and skill in its exercise as a prudent Person would exercise or use under
the circumstances in the conduct of such Person’s own affairs.




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





     (1) the Trustee need only perform such duties as are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this Indenture against
the Trustee; and




     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.



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





     (1) this paragraph does not limit the effect of paragraph (b) of this Section;




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



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     (3) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05.



          (d) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section.




          (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.




          (f) Money held in trust by the Trustee need not be segregated from other funds except to the
extent required by law.




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




          (h) Every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section and to the
provisions of the TIA.




          SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on any document believed
by it to be genuine and to have been signed or presented by the proper person. The Trustee need
not investigate any fact or matter stated in the document.




          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
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 the Officers’ Certificate or Opinion of Counsel.




          (c) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.




          (d) 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 rights or powers.




          (e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to
legal matters relating to this Indenture and the Debentures shall be full and complete
authorization and protection from liability in respect to any action taken, omitted or suffered by
it hereunder in good faith and in accordance with the advice or opinion of such counsel.




          (f) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture, note or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see
fit.





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




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




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




          (j) The permissive rights of the Trustee enumerated herein shall not be construed as duties.




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




          SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture or the Debentures, it
shall not be accountable for the Company’s use of the proceeds from the Debentures, and it shall
not be responsible for any statement of the Company in this Indenture or in any document issued in
connection with the sale of the Debentures or in the Debentures other than the Trustee’s
certificate of authentication.




          SECTION 7.05. Notice of Defaults. (a) The Trustee shall not be deemed to have
notice of any Default, other than a payment default, unless a Trust Officer shall have been advised
in writing that a Default has occurred. No duty imposed upon the Trustee in this Indenture shall
be applicable with respect to any Default of which the Trustee is not deemed to have notice.




          (b) If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall
mail to each Debentureholder notice of the Default within the earlier of 90 days after it occurs or
30 days after it is known to a Trust Officer or written notice of it is received by the Trustee.
Except in the case of a Default in payment of principal, premium (if any) or interest on any
Debenture (including payments pursuant to the redemption provisions of such Debenture), the Trustee
may withhold notice if and so long as a committee of its Trust Officers in good faith determines
that withholding notice is in the interests of the Debentureholders.




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          SECTION 7.06. Reports by Trustee to Debentureholders. As promptly as practicable
after each May 15, beginning with May 15, 2007, and in any event prior to December 31 in each
subsequent year, the Trustee shall, to the extent that any of the events described in TIA § 313(a)
occurred within the previous twelve months, but not otherwise, mail to each Debentureholder a brief
report dated as of May 15 that complies with Section 313(a) of the TIA. The Trustee shall also
comply with Section 313(b) of the TIA.




          A copy of each report at the time of its mailing to Debentureholders shall be filed with the
SEC and each stock exchange (if any) on which the Debentures are listed. The Company agrees to
notify promptly the Trustee, in writing, whenever the Debentures become listed on any stock
exchange and of any delisting thereof.




          SECTION 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from
time to time such compensation as the Company and the Trustee shall from time to time agree 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 or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts.
The Company and Distribution, jointly and severally shall indemnify the Trustee, and hold it
harmless, against any and all loss, liability or expense (including reasonable attorneys’ fees)
incurred by or in connection with the offer and sale of the Debentures or the administration of
this trust and the performance of its duties hereunder. The Trustee shall notify the Company of
any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof;
provided, however, that any failure so to notify the Company shall not relieve the
Company or Distribution of its indemnity obligations hereunder. The Company shall defend the claim
and the indemnified party shall provide reasonable cooperation at the Company’s expense in the
defense. Such indemnified parties may have separate counsel and the Company and Distribution, as
applicable, shall pay the fees and expenses of such counsel; provided, however,
that the Company shall not be required to pay such fees and expenses if it assumes such indemnified
parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of
interest between the Company and Distribution, as applicable, and such parties in connection with
such defense. The Company need not reimburse any expense or indemnify against any loss, liability
or expense incurred by an indemnified party through such party’s own willful misconduct and
negligence.




          To secure the Company’s payment obligations in this Section, the Trustee shall have a lien
prior to the Debentures on all money or property held or collected by the Trustee other than money
or property held in trust to pay principal of and interest and any liquidated damages on particular
Debentures.




          The Company’s payment obligations pursuant to this Section shall survive the satisfaction or
discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy
law or the resignation or removal of the Trustee. When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(h) or (i) with respect to the Company, the
expenses are intended to constitute expenses of administration under the Bankruptcy Law.





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          SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by so
notifying the Company. The Holders of a majority in principal amount of the Debentures may remove
the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall
remove the Trustee if:




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




          (b) the Trustee is adjudged bankrupt or insolvent;




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




          (d) the Trustee otherwise becomes incapable of acting.




          If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal
amount of the Debentures and such Debentureholders do not reasonably promptly appoint a successor
Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event
being referred to herein as the retiring Trustee), the Company shall promptly appoint 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
Debentureholders. The retiring Trustee shall promptly transfer all property held by it as Trustee
to the successor Trustee, subject to the lien provided for in Section 7.07.




          If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Debentures 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 Debentureholder may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.




          Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.




          SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges
or converts into, or transfers all or substantially all of its corporate trust business or assets
to, another corporation or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Trustee.




          In case at the time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the Debentures shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such




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Debentures so authenticated; and in
case at that time any of the Debentures shall not have been authenticated, any successor to the
Trustee may authenticate such Debentures either in the name of any predecessor hereunder or in the
name of the successor to the Trustee; and in all such cases such certificates shall have the full
force which it is anywhere in the Debentures or in this Indenture provided that the certificate of
the Trustee shall have.




          SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy
the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at
least $100,000,000 as set forth in its most recent published annual report of condition. The
Trustee shall comply with TIA § 310(b); provided, however, that there shall be
excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.




          SECTION 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.




ARTICLE 8




Discharge of Indenture




          SECTION 8.01. Discharge of Liability on Debentures. (a) When (i) the Company
delivers to the Trustee all outstanding Debentures (other than Debentures replaced pursuant to
Section 2.09) for cancellation or (ii) all outstanding Debentures have become due and payable,
whether at maturity or as a result of the mailing of a notice of redemption or upon a repurchase
pursuant to Article 3 hereof, and the Company irrevocably deposits with the Trustee money
sufficient to pay at maturity or upon redemption or repurchase all outstanding Debentures,
including interest thereon to maturity or such redemption or repurchase date (other than Debentures
replaced pursuant to Section 2.09), and any shares of Common Stock or other property due in respect
of converted Debentures, and if in each such case the Company pays all other sums payable hereunder
by the Company, then this Indenture shall, subject to Section 8.01(b), cease to be of further
effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of
the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and
expense of the Company.




          (b) Notwithstanding clause (a) above, the Company’s obligations in Sections 2.05, 2.06, 2.07,
2.08, 2.09, 2.10, 7.07, 7.08 and in this Article 8 shall survive until the Debentures have been
paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.03 and 8.04 shall survive.




          SECTION 8.02. Application of Trust Money. The Trustee shall hold in trust money and
any shares of Common Stock or other property due in respect of converted Debentures deposited with
it pursuant to this Article 8. It shall apply the deposited money through the Paying Agent and in
accordance with this Indenture to the payment of principal of and interest on the Debentures or, in
the case of any shares of Common Stock or other property




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due in respect of converted Debentures, in
accordance with this Indenture in relation to the conversion of Debentures pursuant to the terms
hereof. Money and securities so held in trust are not subject to Article 12.




          SECTION 8.03. Repayment to Company. The Trustee and the Paying Agent shall promptly
turn over to the Company upon request any excess money or securities held by them at any time.




          Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay
to the Company upon written request any money held by them for the payment of principal or interest
and any shares of Common Stock or other property due in respect of converted Debentures that
remains unclaimed for two years, and, thereafter, Debentureholders entitled to the money and/or
securities must look to the Company for payment as general creditors.




          SECTION 8.04. Reinstatement. If the Trustee or Paying Agent is unable to apply any
money or to deliver any shares of Common Stock or other property due in respect of converted
Debentures in accordance with this Article 8 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 Debentures
shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until
such time as the Trustee or Paying Agent is permitted to apply all such money and any shares of
Common Stock or other property due in respect of converted Debentures in accordance with this
Article 8; provided, however, that, if the Company has made any payment of interest
on or principal of any Debentures because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Debentureholders of such Debentures to receive such
payment from the money held by the Trustee or Paying Agent.




ARTICLE 9




Amendments




          SECTION 9.01. Without Consent of Debentureholders. The Company, Distribution and
the Trustee may amend this Indenture or the Debentures without notice to or consent of any
Debentureholder:





     (a) to cure any ambiguity, omission, defect or inconsistency;




     (b) to comply with Article 5;




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




     (d) to make any change in Article 12 that would limit or terminate the benefits
available to any holder of Senior Indebtedness (or Representatives therefor) under Article
12;



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     (e) to add additional Guarantees with respect to the Debentures or to secure the
Debentures;




     (f) to add to the covenants of the Company for the benefit of the Debentureholders or
to surrender any right or power herein conferred upon the Company;




     (g) to make any change that does not adversely affect the rights of any
Debentureholder, subject to the provisions of this Indenture;




     (h) to provide for a successor Trustee;




     (i) to make any changes or modifications necessary in connection with the registrations
of the Debentures under the Securities Act as contemplated in the Registration Rights
Agreement; provided that such change or modification does not adversely affect the
interests of the holders of the Debentures in any material respect; or




     (j) to comply with any requirements of the SEC in connection with qualifying, or
maintaining the qualification of, this Indenture under the TIA.



          An amendment under this Section may not make any change that adversely affects the rights
under Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such
Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent
to such change.




          After an amendment under this Section becomes effective, the Company shall mail to
Debentureholders a notice briefly describing such amendment. The failure to give such notice to
all Debentureholders, or any defect therein, shall not impair or affect the validity of an
amendment under this Section.




          SECTION 9.02. With Consent of Debentureholders. The Company, Distribution and the
Trustee may amend this Indenture or the Debentures with the written consent of the Holders of at
least a majority in principal amount of the Debentures then outstanding (including consents
obtained in connection with a tender offer or exchange offer for the Debentures), without notice to
any other Debentureholder. However, without the consent of each Holder of an outstanding Debenture
affected, an amendment may not:





     (a) reduce the principal amount of Debentures whose Debentureholders must consent to an
amendment;




     (b) reduce the rate of or extend the time for payment of interest on any Debenture;




     (c) reduce the principal of or extend the Stated Maturity of any Debenture;




     (d) reduce the amount payable in relation to the repurchase of any Debentures or change
the time at which any Debentures may be put by holders for repurchase by the Company in
accordance with Article 3;



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     (e) reduce the premium payable upon the redemption of any Debenture or change the time
at which any Debenture may be redeemed in accordance with Article 3;




     (f) make any Debenture payable in money other than that stated in the Debenture;




     (g) make any change affecting the ranking of the Debentures or any change in Article 12
that adversely affects the rights of any Debentureholder under Article 12;




     (h) impair the right of a holder to institute suit for payment of any Debentures;




     (i) adversely affect the right of a holder to convert any Debentures into cash, and, if
applicable, shares of Common Stock (or to the extent otherwise applicable, other property
receivable upon conversion pursuant to the terms of this Indenture) or reduce the Conversion
Rate, except as otherwise permitted pursuant to this Indenture;




     (j) make any change adversely affecting the rights of holders of the Debentures with
respect to the Distribution Guarantee; or




     (k) make any change in Section 6.04 or 6.07 or the second sentence of this Section
9.02.



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




          An amendment under this Section 9.02 may not make any change that adversely affects the rights
under Article 12 of any holder of Senior Indebtedness of Distribution then outstanding unless the
holders of such Senior Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.




          After an amendment under this Section becomes effective, the Company shall mail to
Debentureholders a notice briefly describing such amendment. The failure to give such notice to
all Debentureholders, or any defect therein, shall not impair or affect the validity of an
amendment under this Section.




          SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to this
Indenture or the Debentures shall comply with the TIA as then in effect.




          SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an
amendment or a waiver by a Debentureholder of a Debenture shall bind the Debentureholder and every
subsequent Debentureholder of that Debenture or portion of the Debenture that evidences the same
debt as the consenting Debentureholder’s Debenture, even if notation of the consent or waiver is
not made on the Debenture. However, any such Debentureholder or subsequent Debentureholder may
revoke the consent or waiver as to such Debentureholder’s Debenture or portion of the Debenture if
the Trustee receives the notice of revocation before the date the amendment or waiver becomes
effective. After an amendment or waiver becomes effective, it shall bind every Debentureholder.
An amendment or waiver becomes effective once




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both (i) the requisite number of consents have been
received by the Company or the Trustee and (ii) such amendment or waiver has been executed by the
Company and the Trustee.




          The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Debentureholders entitled to give their consent or take any other action described
above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed,
then notwithstanding the immediately preceding paragraph, those Persons who were Debentureholders
at such record date (or their duly designated proxies), and only those Persons, shall be entitled
to give such consent or to revoke any consent previously given or to take any such action, whether
or not such Persons continue to be Debentureholders after such record date. No such consent shall
be valid or effective for more than 120 days after such record date.




          SECTION 9.05. Notation on or Exchange of Debentures. If an amendment changes the
terms of a Debenture, the Trustee may require the Debentureholder of the Debenture to deliver it to
the Trustee. The Trustee may place an appropriate notation on the Debenture regarding the changed
terms and return it to the Debentureholder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Debenture shall issue and the Trustee shall
authenticate a new Debenture that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Debenture shall not affect the validity of such amendment.




          SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment
authorized pursuant to this Article 9 if the amendment does not adversely affect the rights,
duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign
it. In signing such amendment the Trustee shall be entitled to receive, and (subject to Section
7.01) shall be fully protected in relying upon, in addition to the documents required by Section
13.04, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized
or permitted by this Indenture and that such amendment is the legal, valid and binding obligation
of the Company and Distribution enforceable against them in accordance with its terms, subject to
customary exceptions, and complies with the provisions hereof (including Section 9.03).




ARTICLE 10




Conversion of Debentures




          SECTION 10.01. Right to Convert. (a) Subject to and upon compliance with the
provisions of this Indenture, on or prior to the close of business on the Trading Day immediately
preceding November 15, 2026, the holder of any Debentures not previously redeemed or repurchased
shall have the right, at such holder’s option, to convert the principal amount of the Debentures
held by such holder, or any portion of such principal amount which is an integral multiple of
$1,000, into cash and, if applicable, fully paid and non-assessable shares of Common Stock (as such
shares shall then be constituted) as described in Section 10.12, at the Conversion Rate in effect
at such time, by surrender of the Debentures so to be converted in whole or in part, together with
any required funds, under the circumstances described in this Section 10.01 and in the manner
provided in Section 10.02. The Debentures shall be convertible only upon the occurrence of one of
the following events:





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     (1) prior to November 15, 2024 on any date during any Fiscal Quarter beginning after
December 31, 2006 (and only during such Fiscal Quarter), if the Closing Sale Price of a
share of Common Stock was more than 120% of the then current Conversion Price for at least
20 Trading Days in the 30 consecutive Trading-Day period ending on the last Trading Day of
the immediately preceding Fiscal Quarter;




     (2) on or after November 15, 2024;




     (3) with respect to Debentures called for redemption pursuant to Section 3.01, until
5:00 p.m., New York City time, on the Business Day prior to the relevant redemption date;




     (4) if the Company distributes to all or substantially all holders of Common Stock
rights, options or warrants (other than pursuant to a shareholder rights plan) entitling
them to purchase, for a period of 45 calendar days or less, Common Stock at less than the
average Closing Sale Price per share of the Common Stock for the 10 Trading Days preceding
the declaration date for such distribution;




     (5) if the Company distributes to all or substantially all holders of Common Stock,
cash or other assets, debt securities or rights to purchase the Company’s securities (other
than pursuant to a shareholder rights plan, share split of Common Stock or a dividend or
distribution on its Common Stock in shares of Common Stock), which distribution has a per
share value as determined by the Board of Directors exceeding 5% of the Closing Sale Price
per share of the Common Stock on the Trading Day preceding the declaration for such
distribution;




     (6) if a Fundamental Change occurs, at any time beginning on the Business Day following
the effective date of the Fundamental Change until 5:00 p.m., New York City time, on the
Business Day preceding the Fundamental Change Repurchase Date relating to such Fundamental
Change; or




     (7) during the five consecutive Trading Days immediately following any five consecutive
Trading-Day period in which the Trading Price per $1,000 principal amount of the Debentures
was less than 98% of the product of the Closing Sale Price of a share of Common Stock and
the applicable Conversion Rate for each day of such five consecutive Trading Day period.



          (b) (1) The Company shall notify the Trustee in writing on or prior to the fifth Business Day
following the first day of each calendar quarter (commencing prior to November 15, 2024, beginning
with the calendar quarter ending March 31, 2007) whether the condition to conversion set forth in
Section 10.01(1)(a) above shall have been satisfied with respect to such calendar quarter.




          (2) The Trustee shall have no obligation to determine the Trading Price of the Debentures and
whether the Debentures are convertible pursuant to clause (7) of Section 10.01(a) unless the
Company has requested such determination; and the Company shall have no obligation to make such
request unless a holder of the Debentures makes a request for a





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determination and provides the
Company with reasonable evidence that the Trading Price per $1,000 principal amount of Debentures
is reasonably likely to be less than 98% of the product of the Closing Sale Price of the Common
Stock and the Conversion Rate then in effect per $1,000 principal amount of Debentures. At such
time, the Company shall instruct the Trustee to determine the Trading Price of the Debentures
beginning on the next Trading Day and on each successive Trading Day for 10 consecutive Trading
Days to determine whether the Trading Prices for the Debentures for each Trading Day in any five
consecutive Trading Day period within such 10 Trading Day period is less than 98% of the product of
the Closing Sale Price of the Common Stock and the then current Conversion Rate, and to notify the
Company accordingly.




          The Trustee shall be entitled at its sole discretion to consult with the Company and to
request the assistance of the Company in connection with the Trustee’s duties and obligations
pursuant to Section 10.01(b)(1) and Section 10.01(b)(2) hereof (including without limitation the
calculation or determination of the Conversion Price, the Conversion Rate, the Closing Sale Price
and the Trading Price), and the Company agrees, if requested by the Trustee, to cooperate with, and
provide assistance to, the Trustee in carrying out its duties under this Section 10.01. Upon
determination of the Conversion Price, the Conversion Rate, the Closing Sale Price or the Trading
Price, as the case may be, the Trustee shall notify the Company in writing of such determination
and, in the case of the determination of the Conversion Price, the Conversion Rate or the Closing
Sale Price, upon request the Company shall promptly confirm such determination in writing to the
Trustee.




          (c) In the case of a distribution contemplated by clauses (4) or (5) of Section 10.01(a), the
Company shall notify holders of Debentures at least 20 calendar days prior to the ex-dividend date
(the first date on which the Common Stock trades, regular way, on the relevant market from which
the Closing Sale Price was obtained without the right to receive such right, warrant, dividend or
distribution) for such distribution (the “Distribution Notice”). Once the Company has given the
Distribution Notice, holders may surrender their Debentures for conversion at any time until the
earlier of (i) 5:00 p.m., New York City time, on the Business Day immediately preceding the
ex-dividend date or (ii) the Company’s announcement that such distribution will not take place. In
the event of a distribution contemplated by clauses (4) or (5) of Section 10.01(a), holders may not
convert the Debentures if the holders may otherwise participate in such distribution without
converting their Debentures. The Company will provide written notice to the Trustee and holders and
any conversion agent as soon as reasonably practicable of any anticipated or actual event or
transaction that will cause or causes the Debentures to become convertible pursuant to clauses (4)
or (5) of Section 10.01(a).




          (d) In addition, if the Company consolidates with or merges with or into another Person or is
a party to a binding share exchange or conveys, transfers, sells, leases or otherwise disposes of
all or substantially all of its properties and assets in each case in a transaction not
constituting a Fundamental Change, pursuant to which the Common Stock would be converted into cash,
securities and/or other property, then the holders shall have the right to convert their Debentures
at any time beginning fifteen calendar days prior to the date announced by the Company as the
anticipated effective date of the transaction and until and including the date which is 15 calendar
days after the date that is the actual effective date of such transaction.




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The Board of Directors
shall determine the anticipated effective date of the transaction, and such determination shall be
conclusive and binding on the holders and shall be publicly announced by the Company and posted on
its website not later than 20 calendar days prior to such date.




          (e) Whenever the Debentures shall become convertible pursuant to this Section 10.01, the
Company or, at the Company’s request, the Trustee in the name and at the expense of the Company,
shall notify the holders of the event triggering such convertibility in the manner provided in
Section 13.02, and the Company shall also publicly announce such information and publish it on the
Company’s website. Any notice so given shall be conclusively presumed to have been duly given,
whether or not the holder receives such notice. The Company shall notify holders at least 20
calendar days prior to the anticipated effective date of any Fundamental Change.




          (f) Debentures in respect of which a holder has delivered a Repurchase Notice exercising such
holder’s right to require the Company to repurchase such Debentures pursuant to Section 3.04 or
3.05 may be converted only if such Repurchase Notice is withdrawn in accordance with Section 3.07
prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Repurchase
Date or the Fundamental Change Repurchase Date, as applicable.




          (g) A holder of Debentures is not entitled to any rights of a holder of Common Stock until
such holder has converted his Debentures to Common Stock, and only to the extent such Debentures
are deemed to have been converted to Common Stock under this Article 10.




          SECTION 10.02. Exercise of Conversion Right; Issuance of Common Stock on Conversion; No
Adjustment for Interest or Dividends. In order to exercise the conversion right with respect
to any Debentures in certificated form, the Company must receive at the office or agency of the
Company maintained for that purpose in The City of New York or, at the option of such holder, the
Corporate Trust Office, such Debentures with the original or facsimile of the form entitled
"Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such
Debentures duly endorsed for transfer, together with any other required transfer documents,
accompanied by the funds, if any, required by this Section 10.02. Such notice shall also state the
name or names (with address or addresses) in which the certificate or certificates for shares of
Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied
by transfer or similar taxes, if required pursuant to Section 10.07.




          In order to exercise the conversion right with respect to any interest in a Global Debenture,
the holder must complete, or cause to be completed, the appropriate instruction form for conversion
pursuant to the Depositary’s book-entry conversion program; deliver, or cause to be delivered, by
book-entry delivery an interest in such Global Debenture; furnish appropriate endorsements and
transfer documents if required by the Company or the Trustee or conversion agent; and pay the
funds, if any, required by this Section 10.02 and any transfer or similar taxes if required
pursuant to Section 10.07.




          The cash and, if applicable, a certificate or certificates for the number of full shares of
Common Stock into which the Debentures are converted (and cash in lieu of fractional




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shares) will
be delivered to such holder after satisfaction of the requirements for conversion set forth above,
in accordance with Section 10.12. In case any Debentures of a denomination greater than $1,000
shall be surrendered for partial conversion, and subject to Section 2.03, the Company shall execute
and the Trustee shall authenticate and deliver to the holder of the Debentures so surrendered,
without charge to the holder, a new Debentures or Debentures in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered Debentures.




          Each conversion shall be deemed to have been effected as to any such Debentures (or portion
thereof) on the date on which the requirements set forth above in this Section 10.02 have been
satisfied as to such Debentures (or portion thereof) (the “Conversion Date”) and such Debentures
will be deemed to have been converted immediately prior to 5:00 p.m., New York City time, on the
Conversion Date. The Person in whose name any certificate or certificates for shares of Common
Stock shall be issuable upon such conversion shall be deemed to have become, on said date, the
holder of record of the shares represented thereby; provided that any such surrender on any
date when the stock transfer books of the Company shall be closed shall constitute the Person in
whose name the certificates are to be issued as the record holder thereof for all purposes on the
next succeeding day on which such stock transfer books are open, but such conversion shall be at
the Conversion Rate in effect on the Conversion Date.




          Any Debentures or portion thereof surrendered for conversion during the period from 5:00 p.m.,
New York City time, on the Record Date for any interest payment date to 5:00 p.m., New York City
time, on the Business Day preceding the applicable interest payment date shall be accompanied by
payment, in immediately available funds or other funds acceptable to the Company, of an amount
equal to the interest (excluding any Additional Interest) otherwise payable on such interest
payment date on the principal amount being converted; provided that no such payment need be
made (1) if a holder converts its Debentures in connection with a redemption and the Company has
specified a redemption date that is after a Record Date and on or prior to the corresponding
interest payment date, (2) if a holder converts its Debentures in connection with a Fundamental
Change and the Company has specified a Fundamental Change Repurchase Date that is after a Record
Date and on or prior to the corresponding interest payment date or (3) to the extent of any overdue
interest, if any overdue interest exists at the time of conversion with respect to such Debentures.
Except as provided above in this Section 10.02 and Section 10.05, no payment or other adjustment
shall be made for interest accrued on any Debentures converted or for dividends on any shares
issued upon the conversion of such Debentures as provided in this Article 10.




          Upon the conversion of an interest in a Global Debenture, the Trustee (or other conversion
agent appointed by the Company), or the custodian for the Global Debenture at the direction of the
Trustee (or other conversion agent appointed by the Company), shall make a notation on such Global
Debenture as to the reduction in the principal amount represented thereby. The Company shall
notify the Trustee in writing of any conversions of Debentures effected through any conversion
agent other than the Trustee.




          Upon the conversion of any Debentures, the accrued but unpaid interest attributable to the
period from the issue date of the Debentures to the Conversion Date, with respect to the converted
Debentures, shall not be cancelled, extinguished or forfeited, but rather




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shall be deemed to be
paid in full to the holder thereof through delivery of the cash (including a cash payment in lieu
of fractional shares, if any) and shares of Common Stock, if any, in exchange for the Debentures
being converted pursuant to the provisions hereof.




          SECTION 10.03. Cash Payments in Lieu of Fractional Shares. No fractional shares of
Common Stock or scrip certificates representing fractional shares shall be issued upon conversion
of Debentures. If more than one Debenture shall be surrendered for conversion at one time by the
same holder, the number of full shares that shall be issuable upon conversion shall be computed on
the basis of the aggregate principal amount of the Debentures (or specified portions thereof to the
extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon
the conversion of any Debenture or Debentures, the Company shall make an adjustment and payment
therefor in cash to the holder of Debentures at a price equal to the Closing Sale Price on the last
Trading Day immediately preceding the Conversion Date.




          SECTION 10.04. Conversion Rate.




          (a) Each $1,000 principal amount of the Debentures shall be convertible into cash and the
number of shares of Common Stock, if any, based upon the Conversion Rate which is specified in the
form of Debentures attached as Exhibit A hereto, subject to adjustment as provided in this Section
10.04 and Section 10.05.




          (b) Subject to Section 10.13, if and only to the extent a holder elects to convert Debentures
at any time following the date on which a Non-Stock Change of Control becomes effective (the
“Effective Date”) but before 5:00 p.m., New York City time, on the Business Day immediately
preceding the related Fundamental Change Purchase Date, the Company shall increase the Conversion
Rate applicable to such converted Debentures by a number of additional shares of Common Stock (the
“Additional Shares”) as set forth below. The number of additional shares of Common Stock shall be
determined by reference to the table below, based on the Effective Date and the price (the “Stock
Price”) paid per share for the Common Stock in the Non-Stock Change of Control. If holders of
Common Stock receive only cash in the Non-Stock Change of Control, the Stock Price shall be the
cash amount paid per share. Otherwise, the Stock Price shall be the average of the Closing Sale
Prices of the Common Stock on the five Trading Days prior to but not including the Effective Date
of such Non-Stock Change of Control.




          The numbers of Additional Shares of Common Stock set forth in the table below shall be
adjusted as of any date on which the Conversion Rate is adjusted in the same manner in which the
Conversion Rate is adjusted. The Stock Prices set forth in the table below shall be adjusted, as
of any date on which the Conversion Rate is adjusted, to equal the Stock Price applicable
immediately prior to such adjustment multiplied by a fraction, of which





     (1) the numerator shall be the Conversion Rate immediately prior to the adjustment and




     (2) the denominator shall be the Conversion Rate as so adjusted.


The following table sets forth the Stock Price and number of additional shares by which the
Conversion Rate shall be adjusted:





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Stock Price




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	$	65.30	 	 	$	88.15	 	 	$	100.00	 	 	$	110.00	 	 	$	120.00	 	 	$	130.00	 	 	$	140.00	 	 	$	150.00	 	 	$	160.00	 	 	$	170.00	 	 	$	180.00	 
	Effective Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	November 2,
2006
	 	 	3.9702	 	 	 	2.1499	 	 	 	1.6357	 	 	 	1.3217	 	 	 	1.0828	 	 	 	0.8979	 	 	 	0.7522	 	 	 	0.6356	 	 	 	0.5412	 	 	 	0.4645	 	 	 	0.4006	 
	November 15, 2007
	 	 	3.9702	 	 	 	2.0594	 	 	 	1.5293	 	 	 	1.2117	 	 	 	0.9744	 	 	 	0.7937	 	 	 	0.6543	 	 	 	0.5446	 	 	 	0.4573	 	 	 	0.3874	 	 	 	0.3301	 
	November 15, 2008
	 	 	3.9485	 	 	 	1.9001	 	 	 	1.3598	 	 	 	1.0454	 	 	 	0.8168	 	 	 	0.6476	 	 	 	0.5206	 	 	 	0.4236	 	 	 	0.3484	 	 	 	0.2895	 	 	 	0.2427	 
	November 15, 2009
	 	 	3.8703	 	 	 	1.6579	 	 	 	1.1110	 	 	 	0.8085	 	 	 	0.5994	 	 	 	0.4524	 	 	 	0.3476	 	 	 	0.2719	 	 	 	0.2160	 	 	 	0.1740	 	 	 	0.1423	 
	November 15, 2010
	 	 	3.7498	 	 	 	1.2488	 	 	 	0.7102	 	 	 	0.4478	 	 	 	0.2885	 	 	 	0.1908	 	 	 	0.1302	 	 	 	0.0921	 	 	 	0.0676	 	 	 	0.0515	 	 	 	0.0404	 
	November 15, 2011
	 	 	3⁄4	 	 	 	3⁄4	 	 	 	3⁄4	 	 	 	3⁄4	 	 	 	3⁄4	 	 	 	3⁄4	 	 	 	3⁄4	 	 	 	3⁄4	 	 	 	3⁄4	 	 	 	3⁄4	 	 	 	3⁄4	 






          If the Stock Price and Effective Date are not set forth on the table above and the Stock
Price is:





     (i) between two Stock Prices on the table or the Effective Date is between two
days on the table, the number of additional shares of Common Stock shall be
determined by the Trustee by straight-line interpolation between the number of
additional shares of Common Stock set forth for the higher and lower Stock Price and
the two Effective Dates, as applicable, based on a 360-day year;




     (ii) in excess of $180.00 per share (subject to adjustment), no additional
shares of Common Stock shall be issued upon conversion; or




     (iii) less than $65.30 per share (subject to adjustment), no additional shares
of Common Stock shall be issued upon conversion.



          Notwithstanding the foregoing, in no event will the Conversion Rate as adjusted pursuant to
this Section 10.04 exceed 15.3139 per $1,000 principal amount of the Debentures, subject to
adjustments in the same manner as the number of Additional Shares of Common Stock as set forth in
this Section 10.04(b).




          The Company shall provide written notice to all holders and to the Trustee at least 20
calendar days prior to the anticipated Effective Date of a Non-Stock Change of Control. The
Company must also provide written notice to all holders and to the Trustee upon the effectiveness
of such Non-Stock Change of Control.




          SECTION 10.05. Adjustment of Conversion Rate. The Conversion Rate shall be adjusted
from time to time by the Company as follows:




          (a) In case the Company shall, at any time or from time to time while any of the Debentures
are outstanding, pay a dividend in shares of Common Stock or make a distribution in shares of
Common Stock to all or substantially all holders of its outstanding shares of Common Stock, then
the Conversion Rate in effect at the opening of business on the date following the Record Date
fixed for the determination of stockholders entitled to receive such dividend or other distribution
shall be increased by multiplying such Conversion Rate by a fraction:





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     (1) the numerator of which shall be the sum of the number of shares of Common Stock
outstanding at the close of business on the date fixed for the determination of stockholders
entitled to receive such dividend or other distribution plus the total number of shares of
Common Stock constituting such dividend or other distribution; and




     (2) the denominator of which shall be the number of shares of Common Stock outstanding
at the close of business on the date fixed for such determination,


such increase to become effective immediately after the opening of business on the day following
the date fixed for such determination. For the purpose of this paragraph (a), the number of shares
of Common Stock at any time outstanding shall not include shares held in the treasury of the
Company. The Company will not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company. If any dividend or distribution of the type described in this
Section 10.05(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted
to the Conversion Rate that would then be in effect if such dividend or distribution had not been
declared.




          (b) In case outstanding shares of Common Stock shall be subdivided into a greater number of
shares of Common Stock, the Conversion Rate in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall be proportionately increased,
and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number
of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day
following the day upon which such combination becomes effective shall be proportionately reduced,
such increase or reduction, as the case may be, to become effective immediately after the opening
of business on the day following the day upon which such subdivision or combination becomes
effective.




          (c) In case the Company shall issue rights or warrants (other than any rights or warrants
referred to in Section 10.05(d)) to all or substantially all holders of its outstanding shares of
Common Stock entitling them to subscribe or purchase, for a period of up to 45 calendar days,
shares of Common Stock at a price per share less than the then Current Market Price, the Conversion
Rate shall be increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the date fixed for determination of stockholders
entitled to receive such rights or warrants by a fraction,





     (1) the numerator of which shall be the number of shares of Common Stock outstanding on
the date fixed for determination of stockholders entitled to receive such rights or warrants
plus the total number of additional shares of Common Stock offered for subscription or
purchase, and




     (2) the denominator of which shall be the sum of the number of shares of Common Stock
outstanding at the close of business on the date fixed for determination of stockholders
entitled to receive such rights or warrants plus the number of shares that the aggregate
offering price of the total number of shares so offered would purchase at the Current Market
Price on such date.



 - 63 - 









 





          Such adjustment shall be successively made whenever any such rights or warrants are issued,
and shall become effective immediately after the opening of business on the day following the date
fixed for determination of stockholders entitled to receive such rights or warrants;
provided, that no adjustment to the Conversion Rate shall be made if the holder will
otherwise participate in such distribution without conversion as a result of holding the
Debentures. To the extent that shares of Common Stock are not delivered after the expiration of
such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would
then be in effect had the adjustments made upon the issuance of such rights or warrants been made
on the basis of delivery of only the number of shares of Common Stock actually delivered. If such
rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the
Conversion Rate that would then be in effect if such date fixed for the determination of
stockholders entitled to receive such rights or warrants had not been fixed. In determining
whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common
Stock at less than such Current Market Price, and in determining the aggregate offering price of
such shares of Common Stock, there shall be taken into account any consideration received by the
Company for such rights or warrants and any amount payable on exercise or conversion thereof, the
value of such consideration, if other than cash, to be determined by the Board of Directors.




          (d) In case the Company shall, by dividend or otherwise, distribute to all or substantially
all holders of its outstanding shares of Common Stock shares of any class of capital stock of the
Company or evidences of its indebtedness or assets (including securities, but excluding (i) any
rights or warrants referred to in Section 10.05(c), (ii) any dividends or distributions in
connection with a reclassification, consolidation, merger, combination or sale or conveyance to
which Section 10.06 applies, (iii) any dividends or distributions paid exclusively in cash or (iv)
any dividends or distributions referred to in Section 10.05(a)) (any of the foregoing hereinafter
in this Section 10.05(d)) called the “Distributed Assets”), then, in each such case, the Conversion
Rate shall be increased so that the same shall be equal to the rate determined by multiplying the
Conversion Rate in effect on the record date with respect to such distribution by a fraction,





     (1) the numerator of which shall be the Current Market Price on such record date; and




     (2) the denominator of which shall be the Current Market Price on such record date less
the Fair Market Value (as determined by the Board of Directors, whose determination shall be
conclusive, and described in a resolution of the Board of Directors) on the record date of
the portion of the Distributed Assets so distributed applicable to one share of Common
Stock,


such adjustment to become effective immediately prior to the opening of business on the day
following such record date; provided that if the then Fair Market Value (as so determined)
of the portion of the Distributed Assets so distributed applicable to one share of Common Stock is
equal to or greater than the Current Market Price on the record date or the Current Market Price
exceed such Fair Market Value by less than $1.00, in lieu of the foregoing adjustment, adequate
provision shall be made so that each holder of Debentures shall have the right to receive upon
conversion the amount of Distributed Assets such holder would have received had such holder


 - 64 - 









 






converted each Debentures solely into Common Stock immediately prior to the record date; and
provided, further, that no adjustment to the Conversion Rate shall be made if the
holder will otherwise participate in such distribution without conversion as a result of holding
the Debentures. If such dividend or distribution is not so paid or made, the Conversion Rate shall
again be adjusted to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.




          If the Board of Directors determines the Fair Market Value of any distribution for purposes of
this Section 10.05(d) by reference to the actual or when issued trading market for any Distributed
Assets comprising all or part of such distribution, it must in doing so consider the prices in such
market over the same period (the “Reference Period”) used in computing the Current Market Price
pursuant to Section 10.05(h)(i) to the extent possible, unless the Board of Directors determines in
good faith that determining the Fair Market Value during the Reference Period would not be in the
best interest of the holders. Notwithstanding the foregoing, in the event any such distribution
consists of shares of capital stock of, or similar equity interests in, one or more of the
Company’s Subsidiaries (a “Spin-Off”), the Conversion Rate shall be increased so that the same
shall be equal to the rate determined by multiplying the Conversion Rate in effect immediately
prior to the close of business on the record date with respect to such distribution by a fraction:





     (1) the numerator of which shall be the Current Market Price of the Common Stock, plus
the Fair Market Value of the portion of the distributed assets so distributed applicable to
one share of Common Stock (determined on the basis of the number of shares of Common Stock
outstanding on the record date), determined as set forth above, and




     (2) the denominator of which shall be the Current Market Price on such record date; and


Such increase shall become effective immediately prior to the opening of business on the day
following the last Trading Day of the Spin-Off Valuation Period (as defined below). In the event
that such dividend or distribution is not so paid or made, the Conversion Rate shall again be
adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution
had not been declared. In the case of a Spin-Off, the Fair Market Value of the securities to be
distributed shall equal the average of the Closing Sale Prices of such securities on the principal
securities market on which such securities are traded for the five consecutive Trading Days
commencing on and including the sixth day of trading of those securities after the effectiveness of
the Spin-Off (the “Spin-Off Valuation Period”), and the Current Market Price shall be measured for
the same period. In the event, however, that an underwritten initial public offering of the
securities in the Spin-Off occurs simultaneously with the Spin-Off, Fair Market Value of the
securities distributed in the Spin-Off shall mean the initial public offering price of such
securities and the Current Market Price shall mean the Closing Sale Price for the Common Stock on
the same Trading Day.




          Rights or warrants distributed by the Company to all holders of Common Stock entitling the
holders thereof to subscribe for or purchase shares of the Company’s capital stock (either
initially or under certain circumstances), which rights or warrants, until the occurrence of




 - 65 - 









 







a
specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of
Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of
Common Stock, shall be deemed not to have been distributed for purposes of this Section 10.05 (and
no adjustment to the Conversion Rate under this Section 10.05 will be required) until the
occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to
have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate
shall be made under this Section 10.05(d). If any such right or warrant, including any such
existing rights or warrants distributed prior to the date of this Indenture, are subject to events,
upon the occurrence of which such rights or warrants become exercisable to purchase different
securities, evidences of indebtedness or other assets, then the date of the occurrence of any and
each such event shall be deemed to be the date of distribution and record date with respect to new
rights or warrants with such rights (and a termination or expiration of the existing rights or
warrants without exercise by any of the holders thereof). In addition, in the event of any
distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event
(of the type described in the preceding sentence) with respect thereto that was counted for
purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under
this Section 10.05 was made, (1) in the case of any such rights or warrants that shall all have
been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be
readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger
Event, as the case may be, as though it were a cash distribution, equal to the per share redemption
or repurchase price received by a holder or holders of Common Stock with respect to such rights or
warrants (assuming such holder had retained such rights or warrants), made to all holders of Common
Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or
warrants that shall have expired or been terminated without exercise by any holders thereof, the
Conversion Rate shall be readjusted as if such rights and warrants had not been issued.




          No adjustment of the Conversion Rate shall be made pursuant to this Section 10.05(d) in
respect of rights or warrants distributed or deemed distributed on any Trigger Event to the extent
that such rights or warrants are actually distributed or reserved by the Company for distribution
to holders of Debentures upon conversion by such holders of Debentures to Common Stock.




          For purposes of this Section 10.05(d) and Sections 10.05(a) and (b), any dividend or
distribution to which this Section 10.05(d) is applicable that also includes shares of Common
Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall
be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets or
shares of capital stock other than such shares of Common Stock or rights or warrants (and any
Conversion Rate adjustment required by this Section 10.05(d) with respect to such dividend or
distribution shall then be made) immediately followed by (2) a dividend or distribution of such
shares of Common Stock or such rights or warrants (and any further Conversion Rate adjustment
required by Sections 10.05(a) or 10.05(b) with respect to such dividend or distribution shall then
be made), except (A) the record date of such dividend or distribution shall be substituted as “the
date fixed for the determination of stockholders entitled to receive such dividend or other
distribution”, “the date fixed for the determination of stockholders entitled to receive such
rights or warrants” and “the date fixed for such determination” within the meaning of Section
10.05(a) and 10.05(b) and (B) any shares of Common Stock included in such dividend or distribution





 - 66 - 









 







shall not be deemed “outstanding at the close of business on the date fixed for such determination”
within the meaning of Section 10.05(a).




          (e) In case the Company shall, by dividend or otherwise, distribute to all holders of its
Common Stock cash (including any quarterly cash dividend, but excluding (x) any dividend or
distribution in connection with the liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary and (y) any dividend or distribution in connection with a
reclassification, consolidation, merger, binding share exchange or sale to which Section 10.06
applies, then the Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect on the applicable record date by a
fraction,





     (1) the numerator of which shall be the Current Market Price on such record date; and




     (2) the denominator of which shall be the Current Market Price on such record date less
the amount of the cash distribution applicable to one share of Common Stock,


such adjustment to be effective immediately prior to the opening of business on the day following
the record date; provided that if the portion of the cash so distributed applicable to one
share of Common Stock is equal to or greater than the Current Market Price on the record date, in
lieu of the foregoing adjustment, adequate provision shall be made so that each holder of
Debentures shall have the right to receive upon conversion the amount of cash such holder would
have received had such holder converted each Debentures solely into Common Stock immediately prior
to the record date. If such dividend or distribution is not so paid or made, the Conversion Rate
shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.




          (f) In case a tender or exchange offer made by the Company or any Subsidiary for all or any
portion of the Common Stock shall expire and such tender or exchange offer (as amended upon the
expiration thereof) shall require the payment to stockholders of consideration per share of Common
Stock having a Fair Market Value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of Directors) that as of the last
time (the “Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange
offer (as it may be amended) exceeds the Closing Sale Price of a share of Common Stock on the
Trading Day next succeeding the Expiration Time, the Conversion Rate shall be increased so that the
same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior
to the Expiration Time by a fraction,





     (1) 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 or exchange 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 Closing Sale



 - 67 - 









 







Price of a share of Common Stock on the Trading Day
next succeeding the Expiration Time, and




     (2) the denominator of which shall be the number of shares of Common Stock outstanding
(including any Purchased Shares) at the Expiration Time multiplied by the Closing Sale Price
of a share of Common Stock on the Trading Day next succeeding the Expiration Time,


such adjustment to become effective immediately prior to the opening of business on the day
following the Expiration Time. If the Company is obligated to purchase shares pursuant to any such
tender or exchange offer, but the Company is permanently prevented by applicable law from effecting
any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such tender or exchange offer had not
been made.




          (g) Except as provided below, in case a tender or exchange offer made by a Person other than
the Company or any of its Subsidiaries for all or any portion of the Common Stock shall expire, the
Board of Directors have not recommended rejection of such tender of exchange offer and such tender
or exchange offer (as amended upon the expiration thereof) shall require the payment to
stockholders of consideration per share of Common Stock having a Fair Market Value (as determined
by the Board of Directors, whose determination shall be conclusive and described in a resolution of
the Board of Directors) that as of the last time (the “Offer Expiration Time”) tenders or exchanges
may be made pursuant to such tender or exchange offer (as it may be amended) exceeds the Closing
Sale Price of a share of Common Stock on the Business Day immediately following the Offer
Expiration Time, the Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to the Offer Expiration
Time by a fraction,





     (1) 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 or exchange offer) of all shares
validly tendered or exchanged and not withdrawn as of the Offer Expiration Time (the shares
deemed so accepted up to any such maximum, being referred to as the “Accepted Purchased
Shares”) and (y) the product of the number of shares of Common Stock outstanding (less any
Accepted Purchased Shares) at the Offer Expiration Time and the Closing Sale
Price of a
share of Common Stock on the Trading Day immediately following the Offer Expiration Time;
and




     (2) the denominator of which shall be the number of shares of Common Stock outstanding
(including any Accepted Purchased Shares) at the Offer Expiration Time multiplied by the
Closing Sale Price of a share of Common Stock on the Trading Day immediately following the
Offer Expiration Time,


such adjustment to become effective immediately prior to the opening of business on the day
following the Offer Expiration Time.




 - 68 - 









 








          The foregoing adjustment (A) shall be made only if the tender offer or exchange offer is for
an amount that increase the ownership of Common Stock by the Person making such offer to more than
25% of the total shares of Common Stock outstanding and (B) will not be made if as of the Offer
Expiration Time, the tender offer documents disclose a plan or intention to cause the Company to
engage in a transaction constituting a Fundamental Change.




          (h) For purposes of this Section 10.05, the following terms shall have the meaning indicated:




          (i) “Current Market Price” on any date means the average of the daily Closing Sale Prices per
share of Common Stock for the ten consecutive Trading Days immediately prior to such date (the “day
in question”); provided that if:





     (1) the “ex” date (as hereinafter defined) for any event (other than the issuance or
distribution requiring such computation) that requires an adjustment to the Conversion Rate
pursuant to Section 10.05 (a), (b), (c), (d), (e) or (f) occurs during such ten consecutive
Trading Days, the Closing Sale Price for each Trading Day prior to the “ex” date for such
other event shall be adjusted by dividing such Closing Sale Price by the same fraction by
which the Conversion Rate is so required to be multiplied as a result of such other event;




     (2) 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 Section
10.05(a), (b), (c), (d), (e) or (f) occurs on or after the “ex” date for the issuance or
distribution requiring such computation and prior to the day in question, the Closing Sale
Price for each Trading Day on and after the “ex” date for such other event shall be adjusted
by multiplying such Closing Sale Price by the fraction by which the Conversion Rate is so
required to be multiplied as a result of such other event; and




     (3) the “ex” date for the issuance or distribution requiring such computation is prior
to the day in question, 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 or after such
“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 purposes of Section 10.05(d), (e) or (f)) of the evidences of
indebtedness, shares of capital stock or assets being distributed applicable to one share of
Common Stock as of the close of business on the day before such “ex” date.


Notwithstanding the foregoing, whenever successive adjustments to the Conversion Rate are called
for pursuant to this Section 10.05, such adjustments shall be made to the Current Market Price as
may be necessary or appropriate to effectuate the intent of this Section 10.05 and to avoid unjust
or inequitable results as determined in good faith by the Board of Directors.




          “Ex” date, when used:





     (1) with respect to any issuance or distribution, means the first date on which the
shares of Common Stock trade regular way on the relevant exchange or in the



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relevant market
from which the Closing Sale Price was obtained without the right to receive such issuance or
distribution;




     (2) with respect to any subdivision or combination of shares of Common Stock, means the
first date on which the shares of Common Stock trade regular way on such exchange or in such
market after the time at which such subdivision or combination becomes effective; and




     (3) with respect to any tender or exchange offer, means the first date on which the
shares of Common Stock trade regular way on such exchange or in such market after the
Expiration Time of such offer.



          (ii) “Fair Market Value” shall mean the amount which a willing buyer would pay a willing
seller in an arm’s-length transaction.




          (iii) “record date” shall mean, with respect to any dividend, distribution or other
transaction or event in which the holders of Common Stock have the right to receive any cash,
securities or other property or in which the Common Stock (or other applicable security) is
exchanged for or converted into any combination of cash, securities or other property, the date
fixed for determination of stockholders entitled to receive such cash, securities or other property
(whether such date is fixed by the Board of Directors or by statute, contract or otherwise).




          (iv) “Trading Day” means a day during which (i) trading in the Common Stock generally occurs,
(ii) there is no Market Disruption Event and (iii) a Closing Sale Price for the Common Stock is
provided on the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock
Exchange, on the principal other U.S. national or regional securities exchange on which the Common
Stock is then listed or, if the Common Stock is not listed on a U.S. national or regional
securities exchange, on the principal other market on which the Common Stock is then traded.




          (i) The Company may make such increases in the Conversion Rate, in addition to those required
by Section 10.05(a)-(g), as the Board of Directors considers to be advisable to avoid or diminish
any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event treated as such
for income tax purposes.




          To the extent permitted by applicable law, the Company from time to time may increase the
Conversion Rate by any amount for any period of time if the period is at least 20 Business Days,
the increase is irrevocable during the period and the Board of Directors shall have made a
determination that such increase would be in the best interests of the Company, which determination
shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence,
the Company shall mail to holders of record of the Debentures a notice of the increase, which
notice will be given at least 15 days prior to the effectiveness of any such increase, and such
notice shall state the increased Conversion Rate and the period during which it will be in effect.




          (j) No adjustment in the Conversion Rate shall be required unless such adjustment would
require an increase or decrease of at least one percent (1%) in such rate;





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provided that
any adjustments that by reason of this Section 10.05(j) are not required to be made shall be
carried forward and the Company shall make such carry forward adjustments, regardless of whether
the aggregate adjustment is less than 1%, (x) annually on the anniversary of the Closing Date and
otherwise (y)(1) five Business Days prior to the maturity of the Debentures (whether at stated
maturity or otherwise) or (2) prior to the redemption date or Repurchase Date or Fundamental Change
Repurchase Date, unless such adjustment has already been made. All calculations under this Article
10 shall be made by the Company and shall be made to the nearest cent or to the nearest one-ten
thousandth (1/10,000) of a share, as the case may be. No adjustment need be made for rights to
purchase Common Stock pursuant to a Company plan for reinvestment of dividends or interest or for
any issuance of Common Stock or convertible or exchangeable securities or rights to purchase Common
Stock or convertible or exchangeable securities. Interest will not accrue on any cash into which
the Debentures are convertible.




          (k) Whenever the Conversion Rate is adjusted as herein provided, the Company will issue a
press release through Business Wire containing the relevant information and make this information
available on the Company’s website or through another public medium as the Company may use at that
time. In addition, the Company shall promptly file with the Trustee and any conversion agent other
than the Trustee an Officers’ Certificate setting forth the Conversion Rate after such adjustment
and setting forth a brief statement of the facts requiring such adjustment. Unless and until a
Responsible Officer of the Trustee shall have received such Officers’ Certificate, the Trustee
shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that
the last Conversion Rate of which it has actual knowledge is still in effect. Promptly after
delivery of such certificate, the Company shall prepare a notice of such adjustment of the
Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment
becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the
holder of each Debentures at his last address appearing on the Register, within 20 calendar days
after execution thereof. Failure to deliver such notice shall not affect the legality or validity
of any such adjustment.




          (l) In any case in which this Section 10.05 provides that an adjustment shall become effective
immediately after (1) a record date for an event, (2) the date fixed for the determination of
stockholders entitled to receive a dividend or distribution pursuant to Section 10.05(a), (3) a
date fixed for the determination of stockholders entitled to receive rights or warrants pursuant to
Section 10.05(b), or (4) the Expiration Time for any tender or exchange offer pursuant to Section
10.05(f) or Section 10.05(g), (each a “Determination Date”), the Company may elect to defer until
the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the
holder of any Debentures converted after such Determination Date and before the occurrence of such
Adjustment Event, the additional shares of Common Stock, if any, or other securities issuable upon
such conversion by reason of the adjustment required by such Adjustment Event over and above the
Common Stock, if any, issuable upon such conversion before giving effect to such adjustment and (y)
paying to such holder any amount in cash in lieu of any fractional share pursuant to Section 10.03.
For purposes of this Section 10.05(l), the term “Adjustment Event” shall mean:





     (i) in any case referred to in clause (1) hereof, the occurrence of such event,



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     (ii) in any case referred to in clause (2) hereof, the date any such dividend
or distribution is paid or made,




     (iii) in any case referred to in clause (3) hereof, the date of expiration of
such rights or warrants, and




     (iv) in any case referred to in clause (4) hereof, the date a sale or exchange
of Common Stock pursuant to such tender or exchange offer is consummated and becomes
irrevocable.



          (m) For purposes of this Section 10.05, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but shall include shares
issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.
The Company will not pay any dividend or make any distribution on shares of Common Stock held in
the treasury of the Company.




          (n) No adjustment to the Conversion Rate shall be made pursuant to this Section 10.05 if the
holders of the Debentures may participate in the transaction that would otherwise give rise to
adjustment pursuant to this Section 10.05.




          SECTION 10.06.   Effect of Reclassification, Consolidation, Merger or Sale. If any of
the following events occur, namely:




          (a) any reclassification or change of the outstanding Common 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),




          (b) any consolidation or merger of the Company with or into another Person or




          (c) any sale, lease, transfer, conveyance or other disposition of all or substantially all of
the Company’s assets and those of its Subsidiaries taken as a whole to any other Person or Persons,
as a result of which holders of Common Stock shall be entitled to receive stock, other securities
or other property or assets (including cash or any combination thereof) with respect to or in
exchange for such Common Stock,



in each case, the Company or the successor or purchasing corporation, as the case may be, shall
execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act
as in force at the date of execution of such supplemental indenture, if such supplemental indenture
is then required to so comply) providing that such Debentures shall, without the consent of any
holders of Debentures, be convertible into the kind and amount of shares of stock and other
securities or property or assets (including cash or any combination thereof) (the “Applicable
Consideration”) that such holder would have been entitled to receive upon such reclassification,
change, consolidation, merger, sale, lease, transfer, conveyance or other disposition had such
Debentures been converted into Common Stock immediately prior to such reclassification, change,
consolidation, merger, sale, lease, transfer, conveyance or other disposition; provided
that if the kind or amount of securities, cash or other property receivable upon such
consolidation, merger, sale, lease, transfer, conveyance or other disposition is not the




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same for
each share of Common Stock in the light of rights of election available to holders of Common Stock,
then for the purposes of this Section 10.06, the kind and amount of securities, cash or other
property receivable upon such consolidation, merger, sale, lease, transfer, conveyance or other
disposition shall be proportionately the same as the kind and amount per share received by all
Common Stock holders in the aggregate and the term “Applicable Consideration” shall be construed
accordingly. Such supplemental indenture shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article 10. If, in the
case of any such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance
or other disposition, the stock or other securities and assets receivable thereupon by a holder of
Common Stock includes shares of stock or other securities and assets of a corporation other than
the successor or purchasing corporation, as the case may be, in such reclassification, change,
consolidation, merger, sale, lease, transfer, conveyance or other disposition, then such
supplemental indenture shall also be executed by such other corporation and shall contain such
additional provisions to protect the interests of the holders of the Debentures as the Board of
Directors shall reasonably consider necessary by reason of the foregoing, including to the extent
practicable the provisions providing for the conversion rights set forth in this Article 10.




          The Company shall cause notice of the execution of such supplemental indenture to be mailed to
each holder, at the address of such holder as it appears on the register of the Debentures
maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such
notice shall not affect the legality or validity of such supplemental indenture.




          The above provisions of this Section 10.06 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, sales, leases, transfers, conveyances or other
dispositions.




          If this Section 10.06 applies to any event or occurrence, Section 10.05 shall not apply.
Notwithstanding this Section 10.06, if a Public Acquirer Change of Control occurs and the Company
elects to adjust its Conversion Obligation and the Conversion Rate pursuant to Section 10.13, the
provisions of Section 10.13 shall apply to the conversion instead of this Section 10.06.




          Any additional shares of Common Stock that a holder is entitled to receive upon conversion
pursuant to Section 10.04(b), if applicable, shall not be payable in shares of Common Stock, but
shall represent a right to receive the aggregate amount of cash, securities or other property into
which the additional shares of Common Stock would convert as a result of such recapitalization,
change, consolidation, merger, sale, lease, transfer, conveyance or other disposition.




          SECTION 10.07.   Taxes on Shares Issued. The issue of stock certificates on
conversions of Debentures shall be made without charge to the converting holder of Debentures for
any documentary, stamp or similar issue or transfer tax in respect of the issue thereof. The
Company shall not, however, be required to pay any such tax which may be payable in respect of any
transfer involved in the issue and delivery of stock in any name other than that of the holder of
any Debentures converted, and the Company shall not be required to issue or deliver any such stock
certificate unless and until the Person or Persons requesting the issue thereof shall have




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paid to
the Company the amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.




          SECTION 10.08.   Reservation of Shares, Shares to be Fully Paid; Compliance with
Governmental Requirements; Listing of Common Stock. The Company shall provide, free from
preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient
shares of Common Stock to provide for the conversion of the Debentures, including any additional
shares, from time to time as such Debentures are presented for conversion.




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




          The Company covenants that all shares of Common Stock which may be issued upon conversion of
Debentures will upon issue be fully paid and non-assessable by the Company and free from all taxes,
liens and charges with respect to the issue thereof.




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




          The Company further covenants that, if at any time the Common Stock shall be listed on The New
York Stock Exchange or any other national securities exchange or automated quotation system, the
Company will, if permitted by the rules of such exchange or automated quotation system, list and
keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation
system, all Common Stock issuable upon conversion of the Debentures; provided that if the
rules of such exchange or automated quotation system permit the Company to defer the listing of
such Common Stock until the first conversion of the Debentures into Common Stock in accordance with
the provisions of this Indenture, the Company covenants to list such Common Stock issuable upon
conversion of the Debentures in accordance with the requirements of such exchange or automated
quotation system at such time.




          SECTION 10.09.   Responsibility of Trustee. The Trustee and any other conversion
agent shall not at any time be under any duty or responsibility to any holder of Debentures to
determine the Conversion Rate or whether any facts exist which may require any adjustment of the
Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when
made, or with respect to the method employed, or herein or in any supplemental indenture provided
to be employed, in making the same. The Trustee and any other conversion agent shall not be
accountable with respect to the validity or value (or the kind or amount) of any shares of Common
Stock, or of any capital stock, other securities or other assets or property, which may at any time
be issued or delivered upon the conversion of any




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Debentures; and the Trustee and any other
conversion agent make no representations with respect thereto. Neither the Trustee nor any
conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver
any shares of Common Stock or stock certificates or other securities or property or cash upon the
surrender of any Debentures for the purpose of conversion or to comply with any of the duties,
responsibilities or covenants of the Company contained in this Article 10. Without limiting the
generality of the foregoing, neither the Trustee nor any conversion agent shall be under any
responsibility to determine the correctness of any provisions contained in any supplemental
indenture entered into pursuant to Section 10.06 relating either to the kind or amount of shares of
capital stock or other securities or other assets or property (including cash) receivable by
holders of Debentures upon the conversion of their Debentures after any event referred to in such
Section 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions
of Section 9.01, may accept as conclusive evidence of the correctness of any such provisions, and
shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated
to file with the Trustee prior to the execution of any such supplemental indenture) with respect
thereto.




          SECTION 10.10.   Notice to Holders Prior to Certain Actions. In case:




          (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that
would require an adjustment in the Conversion Rate pursuant to Section 10.05; or




          (b) the Company shall authorize the granting to the holders of all or substantially all of its
Common Stock or rights or warrants to subscribe for or purchase any share of any class or any other
rights or warrants; or




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




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



the Company shall cause to be filed with the Trustee and to be mailed to each holder of Debentures
at his address appearing on the Register provided for in Section 2.05 of this Indenture, as
promptly as possible but in any event at least ten calendar days prior to the applicable date
hereinafter specified, a notice stating (x) the date on which a record is to be taken for the
purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to such dividend,
distribution or rights are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become
effective or occur, and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer,




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dissolution, liquidation or winding
up. Failure to give such notice, or any defect therein, shall not affect the legality or validity
of such dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.




          SECTION 10.11.   Stockholder Rights Plans. If the rights provided for in any future
rights plan adopted by the Company have separated from the shares of Common Stock in accordance
with the provisions of the applicable stockholder rights agreement so that the holders of the
Debentures would not be entitled to receive any rights in respect of Common Stock issuable upon
conversion of the Debentures, the Conversion Rate will be adjusted as provided in Section 10.05(d).
If such rights have not separated, any shares of Common Stock delivered upon the conversion of
Debentures shall be accompanied by such rights.




          SECTION 10.12.   Settlement Upon Conversion. Upon any conversion of Debentures, the
Company will deliver to converting Holders in respect of each $1,000 principal amount of Debentures
being converted a “Settlement Amount” equal to the sum of the Daily Settlement Amount for each of
the 20 Trading Days during the Cash Settlement Averaging Period.




          “Daily Settlement Amount”, for each $1,000 principal amount of Debentures, for each of the 20
Trading Days during the Cash Settlement Averaging Period, shall consist of:





     (i) cash equal to the lesser of $50 and the Daily Conversion Value; and




     (ii) to the extent the Daily Conversion Value exceeds $50, a number of shares equal to,
(A) the difference between the Daily Conversion Value and $50, divided by (B) the Closing
Sale Price of the Common Stock for such day.



          “Daily Conversion Value” means, for each of the 20 consecutive Trading Days during the Cash
Settlement Averaging Period, one-twentieth (1/20) of the product of (1) the applicable Conversion
Rate and (2) the Closing Sale Prices of the Common Stock (or the consideration into which the
Common Stock has been converted in connection with transactions to which Section 10.06 is
applicable) on such day. For the purposes of determining the Daily Conversion Value the following
provisions shall apply: (i) if the Applicable Consideration includes securities for which the
price can be determined in a manner contemplated by the definition of “Closing Sale Price,” then
the value of such securities shall be determined in accordance with the principles set forth in
such definition; (ii) if the Applicable Consideration includes other property (other than
securities as to which clause (i) applies or cash), then the value of such property shall be the
fair market value of such property as determined by the Company’s Board of Directors in good faith;
and (iii) if the Applicable Consideration includes cash, then the value of such cash shall be the
amount thereof.




          The Settlement Amount will be delivered to converting Holders on the third Business Day
immediately following the last day of the Cash Settlement Averaging Period.




          SECTION 10.13.   Conversion After a Public Acquirer Change of Control.




          (a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of adjusting
the Conversion Rate pursuant to Section 10.04(b), elect to adjust its Conversion




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Obligation and the
Conversion Rate such that from and after the Effective Date of such Public Acquirer Change of
Control, holders of the Debentures shall be entitled to convert their Debentures, in accordance
with Section 10.02 hereof, into shares of Public Acquirer Common Stock and the Conversion Rate in
effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it
by a fraction:





     (1) the numerator of which shall be (A) in the case of a share exchange, consolidation,
merger or binding share exchange, pursuant to which the Common Stock is converted into cash,
securities or other property, the average value of all cash and any other consideration (as
determined by the Board of Directors) paid or payable per share of Common Stock or (B) in
the case of any other Public Acquirer Change of Control, the average of the Closing Sale
Prices of the Common Stock for the five consecutive Trading Days prior to but excluding the
Effective Date of such Public Acquirer Change of Control; and




     (2) the denominator of which shall be the average of the Closing Sale Prices of the
Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading
Day next succeeding the Effective Date of such Public Acquirer Change of Control.



          (b) The Company shall notify holders of its election by providing notice as set forth in
Section 10.04(b).




          (c) If the Company elects to make the adjustment to the Conversion Rate described in Section
10.13(a) in the event of a Public Acquirer Change of Control, holders of Debentures will not be
entitled to receive any additional shares pursuant to Section 10.04(b).




ARTICLE 11




Distribution Guarantee




          SECTION 11.01.   Distribution Guarantee. Distribution hereby unconditionally and
irrevocably guarantees, as a primary obligor and not merely as a surety, to each Debentureholder
and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of
and interest on the Debentures when due, whether at Stated Maturity, by acceleration, by
redemption, repurchase, upon conversion or otherwise, and all other monetary obligations of the
Company under this Indenture (including obligations to the Trustee) and the Debentures and (b) the
full and punctual performance within applicable grace periods of all other obligations of the
Company whether for expenses, indemnification or otherwise under this Indenture and the Debentures
(all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).
Distribution further agrees that the Guaranteed Obligations may be extended or renewed, in whole or
in part, without notice or further assent from Distribution, and that Distribution shall remain
bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation.




          Distribution waives presentation to, demand of, payment from and protest to the Company of any
of the Guaranteed Obligations and also waives notice of protest for




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nonpayment. Distribution
waives notice of any default under the Debentures or the Guaranteed Obligations. The obligations
of Distribution hereunder shall not be affected by (a) the failure of any Debentureholder or the
Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any
other Person under this Indenture, the Debentures or any other agreement or otherwise; (b) any
extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any
of the terms or provisions of this Indenture, the Debentures or any other agreement; (d) the
release of any security held by any Debentureholder or the Trustee for the Guaranteed Obligations
or any of them; (e) the failure of any Debentureholder or Trustee to exercise any right or remedy
against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of
Distribution, except as provided in Section 11.02(b).




          Distribution hereby waives any right to which it may be entitled to have the assets of the
Company first be used and depleted as payment of the Company’s or Distribution’s obligations
hereunder prior to any amounts being claimed from or paid by Distribution hereunder. Distribution
hereby waives any right to which it may be entitled to require that the Company be sued prior to an
action being initiated against Distribution.




          Distribution further agrees that its Distribution Guarantee herein constitutes a guarantee of
payment, performance and compliance when due (and not a guarantee of collection) and waives any
right to require that any resort be had by any Debentureholder or the Trustee to any security held
for payment of the Guaranteed Obligations.




          The Distribution Guarantee is, to the extent and in the manner set forth in Article 12,
subordinated and subject in right of payment to the prior payment in full of the principal of and
premium, if any, and interest on all Senior Indebtedness of Distribution and is made subject to
such provisions of this Indenture.




          Except as expressly set forth in Section 11.02, the obligations of Distribution hereunder
shall not be subject to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason
of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.
Without limiting the generality of the foregoing, the obligations of Distribution herein shall not
be discharged or impaired or otherwise affected by the failure of any Debentureholder or the
Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Debentures
or any other agreement, by any waiver or modification of any thereof, by any default, failure or
delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or
omission or delay to do any other act or thing which may or might in any manner or to any extent
vary the risk of Distribution or would otherwise operate as a discharge of Distribution as a matter
of law or equity.




          Distribution agrees that its Distribution Guarantee shall remain in full force and effect
until payment in full of all the Guaranteed Obligations. Distribution further agrees that its
Distribution Guarantee herein shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of principal of or interest on any Guaranteed




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Obligation is rescinded or must otherwise be restored by any Debentureholder or the Trustee upon
the bankruptcy or reorganization of the Company or otherwise.




          In furtherance of the foregoing and not in limitation of any other right which any
Debentureholder or the Trustee has at law or in equity against Distribution by virtue hereof, upon
the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when
and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise,
or to perform or comply with any other Guaranteed Obligation, Distribution hereby promises to and
shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash,
to the Debentureholders or the Trustee an amount equal to the sum of (i) the unpaid principal
amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed
Obligations (but only to the extent not prohibited by law) and (iii) all other monetary obligations
of the Company to the Debentureholders and the Trustee.




          Distribution agrees that it shall not be entitled to any right of subrogation in relation to
the Debentureholders in respect of any Guaranteed Obligations guaranteed hereby until payment in
full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are
subordinated as provided in Article 12. Distribution further agrees that, as between it, on the
one hand, and the Debentureholders and the Trustee, on the other hand, (x) the maturity of the
Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the
purposes of the Distribution Guarantee herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed
hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as
provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith
become due and payable by Distribution for the purposes of this Section 11.01.




          Distribution also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees and expenses) incurred by the Trustee or any Debentureholder in enforcing any
rights under this Section 11.01.




          Distribution shall execute and deliver such further instruments and do such further acts as
may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.




          SECTION 11.02.   Limitation on Liability. Any term or provision of this Indenture to
the contrary notwithstanding, the maximum, aggregate amount of the Guaranteed Obligations
guaranteed hereunder by Distribution shall not exceed the maximum amount that can be hereby
guaranteed without rendering this Indenture, as it relates to Distribution, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting
the rights of creditors generally.




          SECTION 11.03.   When Distribution May Merge or Transfer Assets. (a) Distribution
shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially
all of its assets to any Person unless:




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     (1) either (i) Distribution is the continuing corporation, or (ii) the resulting,
surviving or transferee person (if other than the Company) is a corporation or limited
liability company organized and existing under the laws of the United States, any state
thereof or the District of Columbia and such person assumes, by a supplemental indenture in
a form reasonably satisfactory to the Trustee, and a supplemental agreement, all of
Distributions obligations under the Distribution Guarantee, this Indenture and the
Registration Rights Agreement;




     (2) immediately after giving effect to the transaction described above, no default or
Event of Default, has occurred and is continuing; and




     (3) Distribution has delivered to the Trustee the Officers’ Certificate and Opinion of
Counsel, if any, requested pursuant to Section 11.03(c).



          (b) In case of any such consolidation, merger, sale, conveyance, transfer or lease in which
Distribution is not the continuing corporation and upon the assumption by the successor Person, by
supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form
and substance to the Trustee, of the Guaranteed Obligations and the observance of all of the
covenants and conditions of this Indenture to be performed or satisfied by Distribution and by
supplemental agreement, executed and delivered to the Trustee and reasonably satisfactory in form
and substance to the Trustee, of all of the obligations of Distribution under the Registration
Rights Agreement, such successor Person shall succeed to and be substituted for Distribution, with
the same effect as if it had been named herein as the party of this first part, and Distribution
shall be discharged from its obligations under the Distribution Guarantee, this Indenture and the
Registration Rights Agreement. In the event of any such consolidation, merger, sale, conveyance,
transfer or lease, upon compliance with this Section 11.03 the Person named as “Distribution” in
the first paragraph of this Indenture or any successor that shall thereafter have become such in
the manner prescribed in this Section 11.03 may be dissolved, wound up and liquidated at any time
thereafter and such Person shall be discharged from its liabilities as obligor in respect of the
Guaranteed Obligations and from its obligations under this Indenture.




          (c) Prior to execution of any supplemental indenture pursuant to this Article 5, if so
requested by the Trustee, the Trustee shall receive an Officers’ Certificate and an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or
lease and any such assumption complies with the provisions of this Section 11.03.




          (d) This Article 11 shall be binding upon Distribution and its successors and assigns and
shall inure to the benefit of the successors and assigns of the Trustee and the Debentureholders
and, in the event of any transfer or assignment of rights by any Debentureholder or the Trustee,
the rights and privileges conferred upon that party in this Indenture and in the Debentures shall
automatically extend to and be vested in such transferee or assignee, all subject to the terms and
conditions of this Indenture.




          SECTION 11.04.   No Waiver. Neither a failure nor a delay on the part of either the
Trustee or the Debentureholders in exercising any right, power or privilege under this Article 11
shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any

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other or further exercise of any right, power or privilege. The rights, remedies and benefits of
the Trustee and the Debentureholders herein expressly specified are cumulative and not exclusive of
any other rights, remedies or benefits which either may have under this Article 11 at law, in
equity, by statute or otherwise.




          SECTION 11.05.   Modification. No modification, amendment or waiver of any provision
of this Article 11, nor the consent to any departure by Distribution therefrom, shall in any event
be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for which given. No
notice to or demand on Distribution in any case shall entitle Distribution to any other or further
notice or demand in the same, similar or other circumstances.




          SECTION 11.06.   Anti-Layering Covenant. Distribution shall not Incur, directly or
indirectly, or otherwise become liable for any Indebtedness which is subordinate or junior in right
of payment to any Senior Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness
or is expressly subordinated in right of payment to Senior Subordinated Indebtedness. No
Indebtedness shall be deemed to be subordinated or junior in right of payment to any other
Indebtedness solely by virtue of being unsecured.




ARTICLE 12




Subordination of the Distribution Guarantee




          SECTION 12.01.   Agreement to Subordinate. Distribution agrees, and each
Debentureholder by accepting a Debenture agrees, that the obligations of Distribution hereunder are
subordinated in right of payment, to the extent and in the manner provided in this Article 12, to
the prior payment in full in cash or cash equivalents of all Senior Indebtedness of Distribution
and that the subordination is for the benefit of and enforceable by the holders of such Senior
Indebtedness of Distribution. The obligations hereunder with respect to Distribution shall in all
respects rank pari passu with all other Indebtedness of Distribution provided that the obligations
hereunder with respect to Distribution shall rank senior to all existing and future Subordinated
Obligations of Distribution; and only Indebtedness of Distribution that is Senior Indebtedness of
Distribution shall rank senior to the obligations of Distribution in accordance with the provisions
set forth herein.




          SECTION 12.02.   Liquidation, Dissolution, Bankruptcy. Upon any payment or
distribution of the assets of Distribution to creditors upon a total or partial liquidation or a
total or partial dissolution of Distribution or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to Distribution and its properties:




          (a) holders of Senior Indebtedness of Distribution shall be entitled to receive payment in
full in cash or cash equivalents of such Senior Indebtedness before the Debentureholders shall be
entitled to receive any payment pursuant to any Guaranteed Obligations from Distribution; and




          (b) until the Senior Indebtedness of Distribution is paid in full in cash or cash equivalents,
any payment or distribution to which Debentureholders would be entitled but for




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this Article 12
shall be made to holders of such Senior Indebtedness as their interests may appear.




          SECTION 12.03.   Default on Designated Senior Indebtedness of Distribution.
Distribution may not make any payment pursuant to any of the Guaranteed Obligations or repurchase,
redeem or otherwise retire any Debentures (collectively, “pay its Distribution Guarantee”) if (i)
any Designated Senior Indebtedness of Distribution is not paid in cash or cash equivalents when due
or (ii) any other default on Designated Senior Indebtedness of Distribution occurs and the maturity
of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in
either case, (x) the default has been cured or waived and any such acceleration has been rescinded
or (y) such Designated Senior Indebtedness has been paid in full in cash or cash equivalents;
provided, however, that Distribution may pay its Distribution Guarantee without regard to the
foregoing if Distribution and the Trustee receive written notice approving such payment from the
Representative of such Designated Senior Indebtedness with respect to which either of the events
set forth in clause (i) or (ii) of this sentence has occurred and is continuing. During the
continuance of any default (other than a default described in clause (i) or (ii) of the immediately
preceding sentence) with respect to any Designated Senior Indebtedness of Distribution pursuant to
which the maturity thereof may be accelerated immediately without further notice (except such
notice as may be required to effect such acceleration) or the expiration of any applicable grace
periods, Distribution may not pay its Distribution Guarantee for a period (a “Payment Blockage
Period”) commencing upon the receipt by the Trustee (with a copy to Distribution) of written notice
(a “Blockage Notice”) of such default from the Representative of such Designated Senior
Indebtedness of Distribution specifying an election to effect a Payment Blockage Period and ending
179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice
to the Trustee (with a copy to Distribution) from the Person or Persons who gave such Blockage
Notice, (ii) by repayment in full in cash or cash equivalents of such Designated Senior
Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer
continuing). Notwithstanding the provisions described in the immediately preceding sentence (but
subject to the provisions contained in the first sentence of this Section), unless the holders of
such Designated Senior Indebtedness or the Representative of such holders shall have accelerated
the maturity of such Designated Senior Indebtedness, Distribution may resume to paying its
Distribution Guarantee after the end of such Payment Blockage Period, including any missed
payments. Not more than one Blockage Notice may be given with respect to Distribution in any
consecutive 360-day period, irrespective of the number of defaults with respect to Designated
Senior Indebtedness of Distribution during such period; provided, however, that if
any Blockage Notice within such 360-day period is given by or on behalf of any holders of
Designated Senior Indebtedness of Distribution other than the Bank Indebtedness, the Representative
of the Bank Indebtedness may give another Blockage Notice within such period; provided further,
however, that in no event may the total number of days during which any Payment Blockage Period or
Periods is in effect exceed 179 days in the aggregate during any 360-consecutive day period. For
purposes of this Section, no default or event of default that existed or was continuing on the date
of the commencement of any Payment Blockage Period with respect to the Designated Senior
Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the
commencement of a subsequent Payment B
lockage Period by the Representative of such Designated
Senior Indebtedness, whether or not within a period of 360 consecutive days, unless




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such default or
event of default shall have been cured or waived for a period of not less than 90 consecutive days.




          SECTION 12.04.   Demand for Payment. If payment of the Debentures is accelerated
because of an Event of Default and a demand for payment is made on Distribution pursuant to Article
11, the Trustee shall promptly notify the holders of the Designated Senior Indebtedness of
Distribution (or the Representative of such holders) of such demand. If any Designated Senior
Indebtedness of Distribution is outstanding, Distribution may not pay its Distribution Guarantee
until five Business Days after such holders or the Representative of the holders of the Designated
Senior Indebtedness of Distribution receive notice of such demand and, thereafter, may pay its
Distribution Guarantee only if this Article 12 otherwise permits payment at that time.




          SECTION 12.05.   When Distribution Must Be Paid Over. If a payment or distribution is
made to Debentureholders that because of this Article 12 should not have been made to them, the
Debentureholders who receive the payment or distribution shall hold such payment or distribution in
trust for holders of the Senior Indebtedness of Distribution and pay it over to them as their
respective interests may appear.




          SECTION 12.06.   Subrogation. After all Senior Indebtedness of Distribution is paid
in full and until the Debentures are paid in full, Debentureholders shall be subrogated to the
rights of holders of such Senior Indebtedness of Distribution to receive distributions applicable
to Senior Indebtedness of Distribution. A distribution made under this Article 12 to holders of
Designated Senior Indebtedness of Distribution which otherwise would have been made to
Debentureholders is not, as between Distribution and Debentureholders, a payment by Distribution on
such Senior Indebtedness of Distribution.




          SECTION 12.07.   Relative Rights. This Article 12 defines the relative rights of
Debentureholders and holders of Senior Indebtedness of Distribution. Nothing in this Indenture
shall:




          (a) impair, as between Distribution and Debentureholders, the obligation of Distribution which
is absolute and unconditional, to make payments with respect to the Guaranteed Obligations to the
extent set forth in Article 11; or




          (b) prevent the Trustee or any Debentureholder from exercising its available remedies upon a
default by Distribution under its obligations with respect to the Guaranteed Obligations, subject
to the rights of holders of Senior Indebtedness of Distribution to receive distributions otherwise
payable to Debentureholders.




          SECTION 12.08.   Subordination May Not Be Impaired by Distribution. No right of any
holder of Senior Indebtedness of Distribution to enforce the subordination of the obligations of
Distribution hereunder shall be impaired by any act or failure to act by Distribution or by its
failure to comply with this Indenture.




          SECTION 12.09.   Rights of Trustee and Paying Agent. Notwithstanding Section 12.03,
the Trustee or the Paying Agent may continue to make payments on the Debentures and shall not be
charged with knowledge of the existence of facts that would prohibit the making of




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any such
payments unless, not less than three Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives notice satisfactory to it that payments may not be made under this
Article 12. Distribution, the Registrar or co-registrar, the Paying Agent, a Representative or a
holder of Senior Indebtedness of Distribution give the notice; provided, however,
that if an issue of Senior Indebtedness of Distribution has a Representative, only the
Representative may give the notice.




          The Trustee in its individual or any other capacity may hold Senior Indebtedness of
Distribution with the same rights it would have if it were not Trustee. The Registrar and
co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled
to all the rights set forth in this Article 12 with respect to any Senior Indebtedness of
Distribution which may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness of Distribution; and nothing in Article 7 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 12 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.07.




          SECTION 12.10.   Distribution or Notice to Representative. Whenever a distribution is
to be made or a notice given to holders of Senior Indebtedness of Distribution, the distribution
may be made and the notice given to their Representative (if any).




          SECTION 12.11.   Article 12 Not to Prevent Events of Default or Limit Right to
Accelerate. The failure of Distribution to make a payment on any of its obligations by reason
of any provision in this Article 12 shall not be construed as preventing the occurrence of a
default by Distribution under such obligations. Nothing in this Article 12 shall have any effect
on the right of the Debentureholders or the Trustee to make a demand for payment on Distribution
pursuant to Article 11.




          SECTION 12.12.   Trustee Entitled to Rely. Upon any payment or distribution pursuant
to this Article 12, the Trustee and the Debentureholders shall be entitled to rely (i) upon any
order or decree of a court of competent jurisdiction in which any proceedings of the nature
referred to in Section 12.02 are pending, (ii) upon a certificate of the liquidating trustee or
agent or other Person making such payment or distribution to the Trustee or to the Debentureholders
or (iii) upon the Representatives for the holders of Senior Indebtedness of Distribution for the
purpose of ascertaining the Persons entitled to participate in such payment or distribution, the
holders of such Senior Indebtedness of Distribution and other Indebtedness of Distribution, the
amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good
faith, that evidence is required with respect to the right of any Person as a holder of Senior
Indebtedness of Distribution to participate in any payment or distribution pursuant to this Article
12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Indebtedness of Distribution held by such Person, the
extent to which such Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article 12, 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. The provisions of Sections 7.01 and 7.02 shall
be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.




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          SECTION 12.13.   Trustee to Effectuate Subordination. Each Debentureholder by
accepting a Debenture authorizes and directs the Trustee on his or her behalf to take such action
as may be necessary or appropriate to acknowledge or effectuate the subordination between the
Debentureholders and the holders of Senior Indebtedness of Distribution as provided in this Article
12 and appoints the Trustee as attorney-in-fact for any and all such purposes.




          SECTION 12.14.   Trustee Not Fiduciary for Holders of Senior Indebtedness of
Distribution. The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness of Distribution and shall not be liable to any such holders if it shall
mistakenly pay over or distribute to Debentureholders or Distribution or any other Person, money or
assets to which any holders of Senior Indebtedness of Distribution shall be entitled by virtue of
this Article 12 or otherwise.




          SECTION 12.15.   Reliance by Holders of Senior Indebtedness of Distribution on
Subordination Provisions. Each Debentureholder by accepting a Debenture acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a
consideration to each holder of any Senior Indebtedness of Distribution, whether such Senior
Indebtedness was created or acquired before or after the issuance of the Debentures, to acquire and
continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.




ARTICLE 13




Miscellaneous




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




          SECTION 13.02.   Notices. Any notice or communication shall be in writing and
delivered in person or mailed by first-class mail addressed as follows:




	 	 	 
	 

	 	if to the Company:
	 
	 	 
	 

	 	WESCO International, Inc.
	 

	 	225 West Station Square Drive
	 

	 	Suite 700
	 

	 	Pittsburgh, PA 15219
	 
	 	 
	 

	 	Attention: Daniel A. Brailer, Corporate Secretary
	 
	 	 
	 

	 	if to the Trustee:
	 
	 	 
	 

	 	The Bank of New York
	 

	 	101 Barclay Street
	 

	 	Floor 8-W
	 

	 	New York, NY 10286
	 

	 	Attention: Corporate Trust Administration






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          The Company or the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications.




          Any notice or communication mailed to a Debentureholder shall be mailed to the Debentureholder
at the Debentureholder’s address as it appears on the Register of the Registrar and shall be
sufficiently given if so mailed within the time prescribed.




          Failure to mail a notice or communication to a Debentureholder or any defect in it shall not
affect its sufficiency with respect to other Debentureholders. If a notice or communication is
mailed in the manner provided above, it is duly given, whether or not the addressee receives it.




          SECTION 13.03.   Communication by Debentureholders with Other Debentureholders.
Debentureholders may communicate pursuant to TIA § 312(b) with other Debentureholders with respect
to their rights under this Indenture or the Debentures. The Company, the Trustee, the Registrar
and anyone else shall have the protection of TIA § 312(c).




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




          (a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee
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




          (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating
that, in the opinion of such counsel, all such conditions precedent have been complied with.




          SECTION 13.05.   Statements Required in Certificate or Opinion. Each certificate or
opinion with respect to compliance with a covenant or condition provided for in this Indenture
shall include:




          (a) a statement that the individual making such certificate or opinion has read such covenant
or condition;




          (b) 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;




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




          (d) a statement as to whether or not, in the opinion of such individual, such covenant or
condition has been complied with.




-86-









 








          SECTION 13.06.   When Debentures Disregarded. In determining whether the
Debentureholders of the required principal amount of Debentures have concurred in any direction,
waiver or consent, Debentures owned by the Company, Distribution or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Company
or Distribution shall be disregarded and deemed not to be outstanding, except that, for the purpose
of determining whether the Trustee shall be protected in relying on any such direction, waiver or
consent, only Debentures which a Trust Officer of the Trustee knows are so owned shall be so
disregarded. Subject to the foregoing, only Debentures outstanding at the time shall be considered
in any such determination.




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




          SECTION 13.08.   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 State of New York. If a payment
date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular record date is a
Legal Holiday, the record date shall not be affected.




          SECTION 13.09.   GOVERNING LAW. THIS INDENTURE AND THE DEBENTURES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




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




          SECTION 13.11.   Successors. All agreements of the Company and Distribution in this
Indenture and the Debentures shall bind its successors. All agreements of the Trustee in this
Indenture shall bind its successors.




          SECTION 13.12.   Multiple Originals. The parties may sign any number of copies of
this Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. One signed copy is enough to prove this Indenture.




          SECTION 13.13.   Table of Contents; Headings. The table of contents, cross-reference
sheet and headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not intended to be considered a part hereof and shall not modify
or restrict any of the terms or provisions hereof.




          SECTION 13.14.   Indenture, Debentures and Guarantee Solely Corporate Obligations. No
recourse for the payment of the principal of or, premium, if any, or interest on any Debentures, or
under any Guarantee, or for any claim based upon any Debentures or Guarantee or otherwise in
respect thereof, and no recourse under or upon any obligation,




-87-









 







covenant or agreement of the Company
in this Indenture or in any supplemental indenture or in any Debentures or Guarantee, or because of
the creation of any indebtedness represented thereby, shall be had against any incorporator,
stockholder, member, manager, employee, agent, officer, director or subsidiary, as such, past,
present or future, of the Company or any of the Company’s subsidiaries or of any successor thereto,
either directly or through the Company or any of the Company’s subsidiaries or any successor
thereto, whether by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration for, the execution
of this Indenture and the issue of the Debentures.




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




	 	 	 	 	 	 	 
	 	 	WESCO INTERNATIONAL, INC., as Issuer	 	 
	 
	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Stephen A. Van Oss	 	 
	 

	 	Name:
	 	 

Stephen A. Van Oss
	 	 
	 

	 	Title:
	 	Senior Vice President and Chief	 	 
	 

	 	 	 	Financial and Administrative Officer	 	 
	 
	 	 	 	 	 	 
	 	 	WESCO DISTRIBUTION, INC., as Guarantor	 	 
	 
	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Stephen A. Van Oss	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Stephen A. Van Oss	 	 
	 

	 	Title:
	 	Senior Vice President and Chief	 	 
	 

	 	 	 	Financial and Administrative Officer	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee,	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Mary LaGumina	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Mary LaGumina	 	 
	 

	 	Title:
	 	Vice President	 	 






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EXHIBIT A




[FORM OF FACE OF DEBENTURE]




          THIS DEBENTURE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR PURPOSES OF SECTIONS 1272,
1273, AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. UPON THE REQUEST OF THE HOLDER OF
THIS DEBENTURE, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER OF THIS DEBENTURE, (1) THE
ISSUE PRICE OF THE DEBENTURE, (II) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IN RESPECT THEREOF, (III)
THE ISSUE DATE OF THE DEBENTURE, (IV) THE COMPARABLE YIELD OF THE DEBENTURE, AND (V) THE PROJECTED
PAYMENT SCHEDULE OF THE DEBENTURE, IN EACH CASE AS DETERMINED UNDER THE ORIGINAL ISSUE DISCOUNT
RULES OF THE U.S. INTERNAL REVENUE CODE. PLEASE CONTACT: WESCO INTERNATIONAL, INC., 225 WEST
STATION SQUARE DRIVE, SUITE 700, PITTSBURGH, PA 15219, ATTN: INVESTOR RELATIONS DEPARTMENT.




[Global Debentures Legend]




          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, 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 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 DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.




[Restricted Debentures Legend]




          THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT OF 1933”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF OR OF A
BENEFICIAL INTEREST HEREIN, THE HOLDER AGREES (1) THAT IT WILL NOT PRIOR TO THE DATE TWO YEARS
AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE 1.75% CONVERTIBLE SENIOR DEBENTURES




 









 







DUE 2026 OF
WESCO INTERNATIONAL, INC. (THE “COMPANY”) RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED
HEREBY OR THE COMMON STOCK THAT MAY BE ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OF 1933, (C) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND
WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933 PROVIDED BY RULE 144 , IF AVAILABLE,
SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH TRANSFER, TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE
COMPANY AND THE TRUSTEE; AND (2) THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED
HEREBY IS TRANSFERRED PURSUANT TO CLAUSE 1(B) ABOVE A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.





-2-









 





			
	 	 	 
	No.                    
	 	$                    






1.75% Convertible Senior Debenture due 2026




CUSIP No.: ______




          WESCO International, Inc., a Delaware corporation, promises to pay to [Cede & Co., or
registered assigns]1                    ,principal sum of                     ,Dollars [, as
revised by the Schedule of Increases or Decreases in Global Debenture attached hereto,]2
on November 15, 2026.




          Interest Payment Dates: May 15 and November 15.




          Record Dates: May 1 and November 1.




          Reference is made to the further provisions of this Debenture set forth on the reverse hereof,
including, without limitation, provisions giving the holder of this Debenture the right to convert
this Debenture into cash and, if applicable, Common Stock, on the terms and subject to the
limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such
further provisions shall for all purposes have the same effect as though fully set forth at this
place.




          This Debenture shall not be valid or become obligatory for any purpose until the certificate
of authentication hereon shall have been manually signed by the Trustee or a duly authorized
authenticating agent under the Indenture.




          IN WITNESS WHEREOF, WESCO International, Inc. has caused this instrument to be duly executed.





WESCO INTERNATIONAL, INC.,



[Seal]




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:






 




			
	1	 	Use the Schedule of Increases and Decreases language if Debenture is in Globlal form.
	 
	2	 	Use the Schedule of Increases and Decreases language if Debenture is in Globlal form.




 









 










TRUSTEE’S CERTIFICATE OF

AUTHENTICATION




THE BANK OF NEW YORK,





     as Trustee, certifies that this is one of the Debentures referred



     to in the Indenture.



	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






2









 






[FORM OF REVERSE SIDE OF DEBENTURE]




1.75% Convertible Senior Debenture due 2026




1. Interest




          (a) WESCO INTERNATIONAL, INC., a Delaware corporation (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the “Company”),
promises to pay interest on the principal amount of this Debenture at the rate per annum shown
above. The Company will pay interest semiannually on May 15 and November 15 of each year
commencing on May 15, 2007. Interest on the Debentures will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from November 2, 2006. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. If a payment date is not
a Business Day, payment will be made on the next succeeding Business Day, and no additional
interest will accrue in respect of such payment by virtue of the payment being made on such later
date.




          (b) Contingent Interest. Beginning with the six-month interest period commencing
November 15, 2011, the Company will pay interest (“Contingent Interest”) during any six-month
interest period if the Trading Price of the Debentures for each of the five Trading Days ending on
the second Trading Day immediately preceding the first day of the applicable six-month interest
period equals or exceeds 120% of the principal amount of the Debentures. During any six-month
interest period when Contingent Interest is payable, the Contingent Interest payable on each $1,000
principal amount of Debentures shall equal 0.25% of the average Trading Price of $1,000 principal
amount of Debentures during the five Trading Days ending on the second Trading Day immediately
preceding the first day of the applicable six-month interest period used to determine whether
Contingent Interest must be paid.




          (c) Additional Interest. The holder of this Debenture is entitled to the benefits of
a Registration Rights Agreement, dated as of November 2, 2006, among the Company, WESCO
Distribution, Inc. (“Distribution”) and the Initial Purchasers named therein (the “Registration
Rights Agreement”). Capitalized terms used in this paragraph (c) but not defined herein have the
meanings assigned to them in the Registration Rights Agreement. In the event of a Registration
Default under the Registration Rights Agreement, the Company shall pay Additional Interest on
Debentures that constitute Transfer Restricted Securities from and including the day following the
Registration Default to but excluding the day on which the Registration Default has been cured, at
a rate, (x) with respect to the first 90-day period during which a Registration Default shall have
occurred and be continuing, equal to 0.25% per annum of the principal amount of the Debentures, and
(y) with respect to the period commencing on the 91st day following the day the
Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the
principal amount of the Debentures; provided that in no event shall Additional Interest
accrue at an aggregate rate per year exceeding 0.50% of the principal amount of the Debentures and
provided further that Additional Interest with respect to such Transferred Restricted Securities
shall not accrue under more than one of clauses (i), (ii), (iii) and (iv) of Section 3(a) of the
Registration Rights Agreement at any one time. No Additional Interest shall be payable on any
Debentures that have been converted into shares of Common Stock or such Common Stock.





3









 








          (d) Except as otherwise specifically set forth, all references herein to “interest” include
deferred interest, Contingent Interest and Additional Interest, if any.




2. Method of Payment




          The Company will pay interest on the Debentures (except defaulted interest) to the Persons who
are registered holders of Debentures at the close of business on the May 1 and November 1 next
preceding the interest payment date even if Debentures are canceled after the record date and on or
before the interest payment date, except as otherwise provided in the Indenture. Holders must
surrender Debentures to a Paying Agent to collect principal payments. The Company will pay
principal and interest in money of the United States of America that at the time of payment is
legal tender for payment of public and private debts. The Company shall pay interest (i) on any
Global Debentures by wire transfer of immediately available funds to the account of the Depositary
or its nominee, (ii) on any Debentures in certificated form having a principal amount of less than
$2,000,000, by check mailed to the address of the Person entitled thereto as it appears in the
Register, provided, however, that at maturity interest will be payable at the
office of the Company maintained by the Company for such purposes in the Borough of Manhattan, The
City of New York, which shall initially be an office or agency of the Trustee (as defined below)
and (iii) on any Debentures in certificated form having a principal amount of $2,000,000 or more,
by wire transfer in immediately available funds at the election of the holder of such Debentures
duly delivered to the Trustee at least five Business Days prior to the relevant interest payment
date, provided, however, that at maturity interest will be payable at the office of
the Company maintained by the Company for such purposes in the Borough of Manhattan, The City of
New York, which shall initially be an office or agency of the Trustee.




3. Paying Agent and Registrar




          Initially, The Bank of New York, a New York banking corporation (the “Trustee”), will act as
Paying Agent, Registrar and conversion agent. The Company may appoint and change any Paying Agent,
Registrar or co-registrar or conversion agent without notice. The Company or any of its
domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or
co-registrar, or conversion agent.




4. Indenture




          The Company issued the Debentures under an Indenture dated as of November 2, 2006 (the
“Indenture”), among the Company, Distribution and the Trustee. The terms of the Debentures 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.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture
(the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture (except as specifically provided in Section 1(c) hereof). The Debentures
are subject to all such terms, and Debentureholders are referred to the Indenture and the TIA for a
statement of those terms.




          The Debentures are senior unsecured obligations of the Company. This Debenture is one of the
Debentures referred to in the Indenture issued in an aggregate principal amount of $250 million (up
to $300 million if the option of the Initial Purchasers to purchase

4









 








additional Debentures is
exercised in full). The Indenture also imposes limitations on the ability of the Company to
consolidate or merge with or into any other Person or convey, transfer or lease all or
substantially all of the property of the Company.




          To guarantee the due and punctual payment of the principal and interest on the Debentures and
all other amounts payable by the Company under the Indenture and the Debentures when and as the
same shall be due and payable, whether at maturity, by acceleration upon conversion or otherwise,
according to the terms of the Debentures and the Indenture, Distribution has unconditionally
guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the
Indenture.




5. Optional Redemption




          The Debentures will not be redeemable at the option of the Company prior to November 15, 2011.
At any time on or after November 15, 2011, the Debentures will be redeemable at the option of the
Company, in whole or in part, on not less than 30 calendar days’ nor more than 60 calendar days’
prior notice, at a redemption price equal to 100% of the principal amount of the Debentures being
redeemed, plus accrued and unpaid interest to the redemption date (subject to the right of holders
of record on the relevant record date to receive interest due on the relevant interest payment
date).




6. Sinking Fund




          The Debentures are not subject to any sinking fund.




7. Notice of Redemption




          Notice of redemption will be mailed by first-class mail at least 30 calendar days but not more
than 60 calendar days before the redemption date to each holder of Debentures to be redeemed at his
or her registered address. Debentures in denominations larger than $1,000 may be redeemed in part
but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and
accrued interest on all Debentures (or portions thereof) to be redeemed on the redemption date is
deposited with the Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Debentures (or such portions
thereof) called for redemption.




8. Repurchase of Debentures at the Option of Debentureholders




          If a Fundamental Change occurs at any time prior to maturity of the Debentures, this Debenture
will be subject to a repurchase, at the option of the holder, on a Fundamental Change Repurchase
Date, specified by the Company, that is not less than 20 calendar days nor more than 35 calendar
days after notice thereof, at a repurchase price equal to 100% of the principal amount hereof,
together with accrued and unpaid interest on this Debenture to, but excluding, the Fundamental
Change Repurchase Date; provided that if such Fundamental Change Repurchase Date falls
after a record date and on or prior the corresponding interest payment date, the accrued and unpaid
interest shall be payable to the holder of record of this Debenture on the preceding May 1 or
November 1, as the case may be. The Debentures

5









 








submitted for repurchase must be $1,000 in
principal amount or whole multiples thereof. The Company shall mail to all holders of record of
the Debentures (and to beneficial owners as required by applicable law) a notice of the occurrence
of a Fundamental Change and of the repurchase right arising as a result thereof on or before the
fifth calendar day after the occurrence of such Fundamental Change. For Debentures to be so
repurchased at the option of the holder, the holder must deliver to the Paying Agent in accordance
with the terms of the Indenture, the Repurchase Notice containing the information specified by the
Indenture, together with such Debentures, duly endorsed for transfer, or (if the Debentures are
Global Debentures) book-entry transfer of the Debentures, prior to 5:00 p.m., New York City time,
on the Business Day immediately preceding the Fundamental Change Repurchase Date. The repurchase
price must be paid in cash.




          Subject to the terms and conditions of the Indenture, each holder shall have the right, at
such holder’s option, to require the Company to repurchase all or any portion of the Debentures
held by such holder, on November 15, 2011, November 15, 2016 and November 15, 2021 at a repurchase
price equal to 100% of the principal amount of this Debenture, together with any accrued and unpaid
interest on this Debenture to, but excluding, the Repurchase Date, as provided in the Indenture.
To exercise such right, a holder shall deliver to the Paying Agent the Repurchase Notice containing
the information specified by the Indenture, together with the Debentures, duly endorsed for
transfer, or (if the Debentures are Global Debentures) book-entry transfer of the Debentures, at
any time during the period from 9:00 a.m., New York City time, on the date that is 20 Business Days
prior to the applicable Repurchase Date to 5:00 p.m., New York City time, on the Business Day
immediately preceding the applicable Repurchase Date. The repurchase price must be paid in cash.




          Holders have the right to withdraw any Repurchase Notice by delivering to the Paying Agent a
written notice of withdrawal at any time prior to 5:00 p.m., New York City time, on the Business
Day immediately preceding the Fundamental Change Repurchase Date or the Repurchase Date, as
applicable, all as provided in the Indenture.




          If cash sufficient to pay the repurchase price of and accrued and unpaid interest, if any, on
all Debentures or portions thereof to be repurchased as of the Fundamental Change Repurchase Date
or Repurchase Date, as the case may be, is deposited with the Paying Agent, on the Fundamental
Change Repurchase Date or on the Repurchase Date, as the case may be, then such Debentures will
cease to be outstanding and interest will cease to accrue on such Debentures immediately
thereafter, and the holder thereof shall have no other rights as such other than the right to
receive the repurchase price upon surrender of such Debentures.




9. Conversion




          Upon the occurrence of certain events specified in the Indenture and in compliance with the
provisions of the Indenture, on or prior to the close of business on the Trading Day immediately
preceding the Maturity Date of this Debenture, the holder hereof has the right, at its option, to
convert each $1,000 principal amount of this Debenture into cash and, if applicable, Common Stock
based on a Conversion Rate of 11.3437 shares of Common Stock per $1,000 principal amount of
Debentures (a conversion price of approximately $88.15 per share), as the same may be adjusted
pursuant to the terms of the Indenture, as such shares shall

6









 








be constituted at the date of
conversion, upon surrender of this Debenture (if in certificated form) with the form entitled
“Conversion Notice” on the reverse hereof duly completed and manually signed, to the Company at the
office or agency of the Company maintained for that purpose in The City of New York in accordance
with the terms of the Indenture, or at the option of such holder, the Corporate Trust Office,
together with any funds required pursuant to the terms of the Indenture, and, unless any shares
issuable on conversion are to be issued in the same name as this Debenture, duly endorsed by, or
accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the
holder or by such holder’s duly authorized attorney. The Company will notify the holder thereof of
any event triggering the right to convert the Debentures as specified above in accordance with the
Indenture. In order to exercise the conversion right with respect to any interest in a Global
Debenture, the holder must complete the appropriate instruction form pursuant to the Depositary’s
book-entry conversion program, deliver by book-entry delivery an interest in such Global Debenture,
furnish appropriate endorsements and transfer documents if required by the Company or the Trustee
or conversion agent, and pay the funds, if any, required pursuant to the terms of the Indenture. As
specified in the Indenture, upon conversion, the Company will pay cash and shares of Common Stock,
if any, based on a Daily Conversion Value (as defined in the Indenture) calculated on a
proportionate basis for each day of the 20 trading-day Cash Settlement Averaging Period (as defined
in the Indenture).




          If and only to the extent holders elect to convert the Debentures in connection with a
Non-Stock Change of Control (as defined in the Indenture), the Company will increase the Conversion
Rate applicable to such converting Debentures; provided that in the case of a Non-Stock Change of
Control constituting a Public Acquirer Change of Control (as defined in the Indenture), the Company
may, in lieu of increasing the Conversion Rate, elect to adjust the Conversion Obligation and the
Conversion Rate such that from and after the effective date of such Public Acquirer Change of
Control, holders of the Debentures will be entitled to convert their Debentures (subject to the
satisfaction of certain conditions) into a number of shares of Public Acquirer’s Common Stock (as
defined in the Indenture) determined as set forth in the Indenture.




          No adjustment in respect of interest on any Debentures converted or dividends on any shares
issued upon conversion of such Debentures will be made upon any conversion except as set forth in
the next sentence, but holders who convert their Debentures will receive on the next interest
payment day any Additional Interest accrued through the Conversion Date. If this Debenture (or
portion hereof) is surrendered for conversion during the period from the 5:00 p.m., New York City
time, on any applicable Record Date for the payment of interest to 5:00 p.m., New York City time,
on the Business Day preceding the corresponding interest payment date, this Debenture (or portion
hereof being converted) must be accompanied by payment, in immediately available funds or other
funds acceptable to the Company, of an amount equal to the interest (excluding any Additional
Interest) otherwise payable on such interest payment date on the principal amount being converted;
provided that no such payment shall be required (1) if the holder surrenders this Debenture
for conversion in connection with a redemption and the Company has specified a redemption date that
is after a Record Date and on or prior to the corresponding interest payment date, (2) if the
holder surrenders this Debenture in connection with a Fundamental Change and the Company has
specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the
corresponding interest payment date or (3)

7









 








to the extent of any overdue interest, if any, existing
at the time of conversion with respect to this Debenture.




          No fractional shares will be issued upon any conversion of Debentures, but an adjustment and
payment in cash will be made, as provided in the Indenture, in respect of any fraction of a share
which would otherwise be issuable upon the surrender of any Debentures or Debentures for
conversion.




          A Debenture in respect of which a holder is exercising its right to require repurchase may be
converted only if such holder validly withdraws its election to exercise such right to require
repurchase in accordance with the terms of the Indenture.




10. Denominations, Transfer, Exchange




          The Debentures are in registered form without coupons in denominations of $1,000 and whole
multiples of $1,000. A Debentureholder may transfer or exchange Debentures in accordance with the
Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a
Debentureholder, among other things, to furnish appropriate endorsements or transfer documents and
to pay any taxes required by law or permitted by the Indenture. The Registrar need not issue,
register the transfer of, or exchange any Debentures during the period of 15 days before the
mailing of the notice of redemption, or register the transfer of or exchange any Debentures so
selected for redemption, in whole or in part, except the unredeemed portion of any Debentures being
redeemed in part.




11. Persons Deemed Owners




          The registered holder of this Debenture may be treated as the owner of it for all purposes.




12. Unclaimed Money




          Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay
to the Company upon written request any money held by them for the payment of principal or interest
and any shares of Common Stock or other property due in respect of converted Debentures that
remains unclaimed for two years, and, thereafter, Debentureholders entitled to the money and/or
securities must look to the Company for payment as general creditors.




13. Amendment, Waiver




          Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Debentures
may be amended without prior notice to any Debentureholder but with the written consent of the
holders of at least a majority in aggregate principal amount of the outstanding Debentures and (ii)
any default or noncompliance with any provision may be waived with the written consent of the
holders of at least a majority in principal amount of the outstanding Debentures. Subject to
certain exceptions set forth in the Indenture, without the consent of any holder of Debentures, the
Company and the Trustee may amend the Indenture or the Debentures (i) to cure any ambiguity,
omission, defect or inconsistency; (ii) to comply with Article 5 of the

8









 








Indenture; (iii) to provide
for uncertificated Debentures in addition to or in place of certificated Debentures;
provided, however, that the uncertificated Debentures are issued in registered form
for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Debentures
are described in 163(f)(2)(B) of the Code; (iv) to make any change in Article 12 of the Indenture
that would limit or terminate the benefits available to any holder of Senior Indebtedness (or
Representatives therefor) under Article 12 of the Indenture; (v) to add additional Guarantees with
respect to the Debentures or to secure the Debentures; (vi) to add additional covenants of the
Company for the benefit of the Debentureholders or to surrender rights and powers conferred on the
Company; (vii) to make any change that does not adversely affect the rights of any Debentureholder,
subject to the provisions of the Indenture; (viii) to provide for a successor Trustee; (ix) to
make any changes or modifications necessary in connection with the registrations of the Debentures
under the Securities Act as contemplated in the Registration Rights Agreement; provided that such
change or modification does not adversely affect the interests of the holders of the Debentures in
any material respect; or (x) to comply with any requirements of the SEC in connection with
qualifying, or maintaining the qualification of, the Indenture under the TIA.




14. Defaults and Remedies




          If an Event of Default occurs (other than an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the
holders of at least 25% in principal amount of the outstanding Debentures may declare the principal
of and accrued but unpaid interest on all the Debentures to be due and payable. If an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization of the Company
occurs, the principal of and interest on all the Debentures will become immediately due and payable
without any declaration or other act on the part of the Trustee or any Debentureholders. Under
certain circumstances, the holders of a majority in principal amount of the outstanding Debentures
may rescind any such acceleration with respect to the Debentures and its consequences.




          If an Event of Default occurs and is continuing, the Trustee will be under no obligation to
exercise any of the rights or powers under the Indenture at the request or direction of any of the
Debentureholders unless such Debentureholders have offered to the Trustee reasonable indemnity or
security against any loss, liability or expense. Subject to certain exceptions, no Debentureholder
may pursue any remedy with respect to the Indenture or the Debentures unless (i) such
Debentureholder has previously given the Trustee notice that an Event of Default is continuing,
(ii) holders of at least 25% in principal amount of the outstanding Debentures have requested the
Trustee in writing to pursue the remedy, (iii) such Debentureholders have offered the Trustee
reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not
complied with such request within 60 days after the receipt of the request and the offer of
security or indemnity and (v) the holders of a majority in principal amount of the outstanding
Debentures have not given the Trustee a direction inconsistent with such request within such 60-day
period. Subject to certain restrictions, the holders of a majority in principal amount of the
outstanding Debentures are given the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or
the Indenture or that the Trustee

9









 








determines is unduly prejudicial to the rights of any other
Debentureholder or that would involve the Trustee in personal liability. Prior to taking any
action under the Indenture, the Trustee will be entitled to indemnification satisfactory to it in
its sole discretion against all losses and expenses caused by taking or not taking such action.




          No reference herein to the Indenture and no provision of this Debenture or of the Indenture
shall impair, as among the Company and the holder of the Debentures, the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if any, on and interest on
this Debenture at the place, at the respective times, at the rate and in the coin or currency
herein and in the Indenture prescribed.




15. Tax Treatment




          The Company agrees, and by acceptance of beneficial ownership interest in the Debentures each
holder of the Debentures will be deemed to have agreed, for U.S. federal income tax purposes (1) to
treat the Debentures as indebtedness that is subject to Treas. Reg. Sec. 1.1275-4 (the “Contingent
Payment Regulations”) and, for purposes of the Contingent Payment Regulations, to treat the cash
and the fair market value of any stock beneficially received by a holder upon any conversion of the
Debentures as a contingent payment and (2) to be bound by the Company’s determination of the
“comparable yield” and “projected payment schedule,” within the meaning of the Contingent Payment
Regulations, with respect to the Debentures. A holder may obtain the issue price, amount of
original issue discount, issue date, yield to maturity, comparable yield and projected payment
schedule for the Debentures by submitting a written request for such information to the Company at
the following address: Wesco International, Inc., 225 West Station Square Drive, Suite 700,
Pittsburgh, PA 15219, Attention: Investor Relations Department.




16. Trustee Dealings with the Company




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




17. No Recourse Against Others




          A director, officer, employee or stockholder, as such, of the Company or Distribution shall
not have any liability for any obligations of the Company under the Debentures or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their creation. By
accepting a Debenture, each Debentureholder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Debentures.




18. Authentication




          This Debenture shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Debenture.




10









 








19. Abbreviations




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




20. GOVERNING LAW




          THIS DEBENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.




21. CUSIP and ISIN Numbers




          Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Debentures and has
directed the Trustee to use CUSIP and ISIN numbers in notices of redemption as a convenience to
Debentureholders. No representation is made as to the accuracy of such numbers either as printed
on the Debentures or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.




          The Company will furnish to any holder of Debentures upon written request and without charge
to the holder a copy of the Indenture which has in it the text of this Debenture.



11









 




CONVERSION NOTICE





			
	TO:	 	WESCO INTERNATIONAL, INC.
THE BANK OF NEW YORK, as Trustee





          The undersigned registered owner of this Debenture hereby irrevocably exercises the option to
convert this Debenture, or the portion thereof (which is $1,000 or a multiple thereof) below
designated, into, cash and shares of Common Stock of WESCO International, Inc., if any, in
accordance with the terms of the Indenture referred to in this Debenture, and directs that the
check in payment for cash and the shares, if any, issuable and deliverable upon such conversion,
deliverable upon conversion or for fractional shares and any Debentures representing any
unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless
a different name has been indicated below. Capitalized terms used herein but not defined shall
have the meanings ascribed to such terms in the Indenture. If shares or any portion of this
Debenture not converted are to be issued in the name of a person other than the undersigned, the
undersigned will provide the appropriate information below and pay all transfer taxes payable with
respect thereto. Any amount required to be paid by the undersigned on account of interest
accompanies this Debenture.




Dated:                                        




	 	 	 
	 

	 	                                                            
	 
	 	 
	 

	 	                                                            
	 

	 	Signature(s)
	 
	 	 
	 

	 	Signature(s) must be guaranteed by an “eligible
guarantor institution” meeting the requirements of
the Registrar, which requirements include membership
or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the
Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.
	 
	 	 
	 

	 	                                                            
	 

	 	Signature Guarantee






12








 






          Fill in the registration of shares of Common Stock, if any, if to be issued, and Debentures if
to be delivered, and the person to whom cash, if any, and payment for fractional shares is to be
made, if to be made, other than to and in the name of the registered holder:




	 	 	 
	Please print name and address
	 	 
	 
	 	 
	 

(Name)

	 	 
	 
	 	 
	 

(Street Address)

	 	 
	 
	 	 
	 

(City, State and Zip Code)

	 	 
	 
	 	 
	Principal amount to be converted
	 	 
	(if less than all):
	 	 






	 	 	 	 	 
	$

	 

	 	 






	 	 	 
	Social Security or Other Taxpayer 

Identification Number:
	 	 
	 
	 	 
	 


	 	 






NOTICE: The signature on this Conversion Notice must correspond with the name as written upon the
face of the Debentures in every particular without alteration or enlargement or any change
whatever.



13









 





REPURCHASE NOTICE





			
	TO:	 	WESCO INTERNATIONAL, INC.
THE BANK OF NEW YORK, as Trustee





          The undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of
a notice from WESCO International, Inc. (the “Company”) regarding the right of holders to elect to
require the Company to repurchase the Debentures and requests and instructs the Company to repay
the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or an
integral multiple thereof) below designated, in accordance with the terms of the Indenture at the
price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid
interest to, but excluding, the Repurchase Date or the Fundamental Change Repurchase Date, as the
case may be, to the registered holder hereof. Capitalized terms used herein but not defined shall
have the meanings ascribed to such terms in the Indenture. The Debentures shall be repurchased by
the Company as of the Repurchase Date or the Fundamental Change Repurchase Date, as the case may
be, pursuant to the terms and conditions specified in the Indenture.




Dated:                                         




	 	 	 	 	 
	 

	 	Signature(s):
	 	                                        
	 
	 	 	 	 
	 

	 	 	 	                                        





NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon
the face of the Debentures in every particular without alteration or enlargement or any change
whatever.




     Debentures Certificate Number (if applicable):                                         



     Principal amount to be repurchased (if less than all, must be $1,000 or whole multiples
thereof):                                         



     Social Security or Other Taxpayer Identification Number:                                         



14









 



ASSIGNMENT




          For value received                                                              hereby sell(s) assign(s) and
transfer(s) unto
                                                            
(Please insert social security or other
Taxpayer Identification Number of assignee) the within Debentures, and hereby irrevocably
constitutes and appoints                                                              attorney to transfer said
Debentures on the books of the Company, with full power of substitution in the premises.




          In connection with any transfer of the Debentures prior to the expiration of the holding
period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor
provision) (other than any transfer pursuant to a registration statement that has been declared
effective under the Securities Act), the undersigned confirms that such Debentures are being
transferred:





	 	 	o To WESCO International, Inc. or a subsidiary thereof; or
	 
	 	 	o To a “qualified institutional buyer” in compliance with Rule 144A under the
Securities Act of 1933, as amended; or
	 
	 	 	o Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as
amended; or
	 
	 	 	o Pursuant to a Registration Statement which has been declared effective under the
Securities Act of 1933, as amended,

     and which continues to be effective at the time
of transfer;




and unless the Debentures has been transferred to WESCO International, Inc. or a subsidiary
thereof, the undersigned confirms that such Debentures are not being transferred to an “affiliate”
of the Company as defined in Rule 144 under the Securities Act of 1933, as amended.



Unless one of the boxes is checked, the Trustee will refuse to register any of the Debentures
evidenced by this certificate in the name of any person other than the registered holder thereof.




15








 








Dated:                                        




	 	 	 
	 

	 	                                                            
	 
	 	 
	 

	 	                                                            
	 

	 	Signature(s)
	 
	 	 
	 

	 	Signature(s) must be guaranteed by an “eligible
guarantor institution” meeting the requirements of
the Registrar, which requirements include membership
or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the
Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.
	 
	 	 
	 

	 	                                                            
	 

	 	Signature Guarantee





NOTICE: The signature on this Assignment must correspond with the name as written upon the face of
the Debentures in every particular without alteration or enlargement or any change whatever.





16









 








SCHEDULE OF INCREASES AND DECREASES IN GLOBAL DEBENTURE2




          The following increases or decreases in this Global Debenture have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of decrease in Principal	 	 	Amount of increase in Principal	 	 	Principal Amount of	 	 	Signature of authorized	 
	 	 	Amount of this Global	 	 	Amount of this Global	 	 	Debenture following such	 	 	signatory of Trustee or	 
	Date	 	Debenture	 	 	Debenture	 	 	decrease or increase	 	 	Securities Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 




			
	2	 	For Global Debentures only




17









 











EXHIBIT B




FORM OF RESTRICTIVE LEGEND FOR

COMMON STOCK ISSUED UPON CONVERSION3




          THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT OF 1933”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE BY ACQUISITION HEREOF. THE HOLDER
AGREES THAT (1) IT WILL NOT, WITHIN TWO YEARS AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE
SECURITY UPON THE CONVERSION OF WHICH THE COMMON STOCK EVIDENCED HEREBY WAS ISSUED, RESELL OR
OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A) TO WESCO INTERNATIONAL, INC. (THE
“COMPANY”) OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OF 1933, (C) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND
WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933 PROVIDED BY RULE 144 , IF AVAILABLE,
SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH TRANSFER, TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY; AND (2) THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED PURSUANT TO CLAUSE 2(B)
ABOVE A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.






 




			
	3	 	This legend should be included only if the Security
is a Transfer Restricted Security.