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Exhibit 4.2  




CIBER, INC.  


 To  


 WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,

as Trustee  




  
 
INDENTURE    
    


Dated as of  


 December 2, 2003  




 2.875% Convertible Senior Subordinated Debentures Due 2023  





 EXECUTION COPY  




 



   TABLE OF CONTENTS  



	 
	 	 
	 	Page

	ARTICLE 1

Definitions
	

Section 1.01.	
 	

Definitions	
 	

1
	

ARTICLE 2

Issue, Description, Execution, Registration And Exchange Of Debentures
	

Section 2.01.	
 	

Designation Amount And Issue Of Debentures	
 	

11
	Section 2.02.	 	Form of Debentures	 	11
	Section 2.03.	 	Date And Denomination Of Debentures; Payments Of Interest	 	12
	Section 2.04.	 	Execution of Debentures	 	13
	Section 2.05.	 	Exchange and Registration of Transfer of Debentures; Restrictions on Transfer	 	14
	Section 2.06.	 	Mutilated, Destroyed, Lost or Stolen Debentures	 	20
	Section 2.07.	 	Temporary Debentures	 	21
	Section 2.08.	 	Cancellation of Debentures	 	21
	Section 2.09.	 	CUSIP Numbers	 	22
	

ARTICLE 3

Redemption And Repurchase Of Debentures
	

Section 3.01.	
 	

Redemption of Debentures	
 	

22
	Section 3.02.	 	Notice of Optional Redemption; Selection of Debentures	 	22
	Section 3.03.	 	Payment of Debentures Called For Redemption by the Company	 	24
	Section 3.04.	 	Conversion Arrangement on Call for Redemption	 	25
	Section 3.05.	 	Repurchase at Option of Holders Upon a Designated Event	 	26
	Section 3.06.	 	Repurchase of Debentures by the Company at Option of the Holder	 	30
	Section 3.07.	 	Company Repurchase Notice.	 	31
	Section 3.08.	 	Effect of Repurchase Notice	 	32
	Section 3.09.	 	Deposit of Purchase Price	 	33
	Section 3.10.	 	Debentures Repurchased in Part	 	33
	Section 3.11.	 	Repayment to the Company	 	33
	

ARTICLE 4

Subordination Of Debentures
	

Section 4.01.	
 	

Agreement of Subordination	
 	

34
	Section 4.02.	 	Payments to Debentureholders	 	34
	Section 4.03.	 	Subrogation of Debentures	 	37
	Section 4.04.	 	Authorization to Effect Subordination	 	38
	Section 4.05.	 	Notice to Trustee	 	39
	Section 4.06.	 	Trustee's Relation to Senior Indebtedness	 	39
	Section 4.07.	 	No Impairment of Subordination	 	40
	Section 4.08.	 	Certain Conversions Not Deemed Payment	 	40
	Section 4.09.	 	Article Applicable to Paying Agents	 	41
	Section 4.10.	 	Senior Indebtedness Entitled to Rely	 	41
	Section 4.11.	 	Reliance on Judicial Order or Certificate of Liquidating Agent	 	41
	

ARTICLE 5

[Reserved]
	 	 	 	 	 




 

	

ARTICLE 6

Particular Covenants Of The Company
	

Section 6.01.	
 	

Payment of Principal, Premium and Interest	
 	

42
	Section 6.02.	 	Maintenance of Office or Agency	 	42
	Section 6.03.	 	Appointments to Fill Vacancies in Trustee's Office	 	43
	Section 6.04.	 	Provisions as to Paying Agent	 	43
	Section 6.05.	 	Existence	 	44
	Section 6.06.	 	Maintenance of Properties	 	44
	Section 6.07.	 	Payment of Taxes and Other Claims	 	44
	Section 6.08.	 	Rule 144A Information Requirement	 	45
	Section 6.09.	 	Stay, Extension and Usury Laws	 	45
	Section 6.10.	 	Compliance Certificate	 	45
	Section 6.11.	 	Liquidated Damages Notice	 	46
	

ARTICLE 7

Debentureholders' Lists And Reports By The Company And The Trustee
	

Section 7.01.	
 	

Debentureholders' Lists	
 	

46
	Section 7.02.	 	Preservation And Disclosure Of Lists	 	46
	Section 7.03.	 	Reports By Trustee	 	47
	Section 7.04.	 	Reports by Company	 	47
	

ARTICLE 8

Remedies Of The Trustee And Debentureholders On An Event Of Default
	

Section 8.01.	
 	

Events Of Default	
 	

48
	Section 8.02.	 	Payments of Debentures on Default; Suit Therefor	 	50
	Section 8.03.	 	Application of Monies Collected By Trustee	 	52
	Section 8.04.	 	Proceedings by Debentureholder	 	52
	Section 8.05.	 	Proceedings By Trustee	 	53
	Section 8.06.	 	Remedies Cumulative And Continuing	 	54
	Section 8.07.	 	Direction of Proceedings and Waiver of Defaults By Majority of Debentureholders	 	54
	Section 8.08.	 	Notice of Defaults	 	55
	Section 8.09.	 	Undertaking To Pay Costs	 	55
	

ARTICLE 9

The Trustee
	

Section 9.01.	
 	

Duties and Responsibilities of Trustee	
 	

55
	Section 9.02.	 	Reliance on Documents, Opinions, Etc	 	57
	Section 9.03.	 	No Responsibility For Recitals, Etc	 	58
	Section 9.04.	 	Trustee, Paying Agents, Conversion Agents or Registrar May Own Debentures	 	58
	Section 9.05.	 	Monies to Be Held in Trust	 	58
	Section 9.06.	 	Compensation and Expenses of Trustee	 	59
	Section 9.07.	 	Officers' Certificate As Evidence	 	59
	Section 9.08.	 	Conflicting Interests of Trustee	 	60
	Section 9.09.	 	Eligibility of Trustee	 	60
	Section 9.10.	 	Resignation or Removal of Trustee.	 	60
	Section 9.11.	 	Acceptance by Successor Trustee	 	61
	Section 9.12.	 	Succession By Merger	 	62
	Section 9.13.	 	Preferential Collection of Claims	 	63
	 	 	 	 	 




 

	

ARTICLE 10

The Debentureholders
	

Section 10.01.	
 	

Action By Debentureholders	
 	

63
	Section 10.02.	 	Proof of Execution by Debentureholders	 	63
	Section 10.03.	 	Who Are Deemed Absolute Owners	 	64
	Section 10.04.	 	Company-owned Debentures Disregarded	 	64
	Section 10.05.	 	Revocation Of Consents, Future Holders Bound	 	64
	

ARTICLE 11

Meetings Of Debentureholders
	

Section 11.01.	
 	

Purpose Of Meetings	
 	

65
	Section 11.02.	 	Call Of Meetings By Trustee	 	65
	Section 11.03.	 	Call Of Meetings By Company Or Debentureholders	 	66
	Section 11.04.	 	Qualifications For Voting	 	66
	Section 11.05.	 	Regulations	 	66
	Section 11.06.	 	Voting	 	67
	Section 11.07.	 	No Delay Of Rights By Meeting	 	67
	

ARTICLE 12

Supplemental Indentures
	

Section 12.01.	
 	

Supplemental Indentures Without Consent of Debentureholders	
 	

67
	Section 12.02.	 	Supplemental Indenture With Consent Of Debentureholders	 	69
	Section 12.03.	 	Effect Of Supplemental Indenture	 	70
	Section 12.04.	 	Notation On Debentures	 	71
	Section 12.05.	 	Evidence Of Compliance Of Supplemental Indenture To Be Furnished To Trustee	 	71
	

ARTICLE 13

Consolidation, Merger, Sale, Conveyance And Lease
	

Section 13.01.	
 	

Company May Consolidate On Certain Terms	
 	

71
	Section 13.02.	 	Successor To Be Substituted	 	72
	Section 13.03.	 	Opinion Of Counsel To Be Given Trustee	 	72
	

ARTICLE 14

Satisfaction And Discharge Of Indenture
	

Section 14.01.	
 	

Discharge Of Indenture	
 	

72
	Section 14.02.	 	Deposited Monies To Be Held In Trust By Trustee	 	73
	Section 14.03.	 	Paying Agent To Repay Monies Held	 	73
	Section 14.04.	 	Return Of Unclaimed Monies	 	74
	Section 14.05.	 	Reinstatement	 	74
	

ARTICLE 15

Immunity Of Incorporators, Stockholders, Officers And Directors
	

Section 15.01.	
 	

Indenture And Debentures Solely Corporate Obligations	
 	

74
	 	 	 	 	 




 

	

ARTICLE 16

Conversion Of Debentures
	

Section 16.01.	
 	

Right To Convert	
 	

75
	Section 16.02.	 	Conversion Procedures	 	77
	Section 16.03.	 	Cash Payments in Lieu of Fractional Shares	 	80
	Section 16.04.	 	Conversion Rate	 	80
	Section 16.05.	 	Adjustment Of Conversion Rate	 	80
	Section 16.06.	 	Effect Of Reclassification, Consolidation, Merger or Sale	 	90
	Section 16.07.	 	Taxes On Shares Issued	 	91
	Section 16.08.	 	Reservation of Shares, Shares to Be Fully Paid; Compliance With Governmental Requirements; Listing of Common Stock	 	91
	Section 16.09.	 	Responsibility Of Trustee	 	92
	Section 16.10.	 	Notice To Holders Prior To Certain Actions	 	92
	Section 16.11.	 	Stockholder Rights Plans	 	93
	Section 16.12.	 	Issuer Determination Final	 	94
	

ARTICLE 17

Miscellaneous Provisions
	

Section 17.01.	
 	

Provisions Binding On Company's Successors	
 	

94
	Section 17.02.	 	Official Acts By Successor Corporation	 	94
	Section 17.03.	 	Addresses For Notices, Etc	 	94
	Section 17.04.	 	Governing Law	 	95
	Section 17.05.	 	Evidence Of Compliance With Conditions Precedent, Certificates To Trustee	 	95
	Section 17.06.	 	Legal Holidays	 	95
	Section 17.07.	 	Trust Indenture Act	 	95
	Section 17.08.	 	No Security Interest Created	 	96
	Section 17.09.	 	Benefits Of Indenture	 	96
	Section 17.10.	 	Authenticating Agent	 	96
	Section 17.11.	 	Execution In Counterparts	 	97
	Section 17.12.	 	Severability	 	97
	Section 17.13.	 	Table of Contents, Headings, Etc	 	97
	Exhibit A	 	Form of Debenture	 	A-1











   INDENTURE  


        INDENTURE dated as of December 2, 2003 between CIBER, Inc., a Delaware corporation (hereinafter called the
"Company"), having its principal office at 5251 DTC Parkway, Suite 1400, Greenwood Village, CO 80111 and Wells Fargo Bank Minnesota, National
Association, a national banking association, as trustee hereunder (hereinafter called the "Trustee"). 


WITNESSETH:  


        WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issue of its 2.875% Convertible Senior Subordinated Debentures Due 2023
(hereinafter called the "Debentures"), in an aggregate principal amount not to exceed $175,000,000 and, to provide the terms and conditions upon which
the Debentures are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and 



        WHEREAS,
the Debentures, the certificate of authentication to be borne by the Debentures, a form of assignment, a form of option to elect repurchase upon a Designated Event, a form of
repurchase notice and a form of conversion notice to be borne by the Debentures are to be substantially in the forms hereinafter provided for; and 


        WHEREAS,
all acts and things necessary to make the Debentures, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as
in this Indenture provided, the valid, binding and legal obligations of the Company, and to constitute this Indenture a valid agreement according to 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: 


        That
in order to declare the terms and conditions upon which the Debentures are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the
purchase and acceptance of the Debentures by the holders thereof, the Company covenants and agrees with the
Trustee for the equal and proportionate benefit of the respective holders from time to time of the Debentures (except as otherwise provided below), as follows: 


ARTICLE 1

Definitions  


        Section 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this
Section 1.01. All other terms used in this Indenture that are defined in the Trust Indenture Act or which are by reference therein defined in the Securities Act (except as herein otherwise
expressly provided or unless the context otherwise requires) shall have the meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of the
execution of this Indenture. The words "herein", "hereof",
"hereunder" and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other Subdivision. The
terms defined in this Article include the plural as well as the singular. 


        "Adjustment Event" has the meaning specified in Section 16.05(k). 


        "Agent Members" has the meaning specified in Section 2.05(b)(v). 



        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person means the
power to direct

 
or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. 



        "Applicable Stock Price" means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the
twenty-Trading Day period starting the third Trading Day following such Conversion Date. 


        "Board of Directors" means the Board of Directors of the Company or a committee of such Board duly authorized to act for it hereunder. 


        "Business Day" means any day except a Saturday, Sunday or legal holiday on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to close. 



        "Closing Sale Price" of the shares of Common Stock on any date means the closing sale price per share (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 United States securities exchange on which shares of Common Stock are traded or, if the shares of Common Stock are not listed on a United States national or
regional securities exchange, as reported by the Nasdaq or by the National Quotation Bureau Incorporated. In the absence of such quotations, the Company shall be entitled to determine the Closing Sale
Price on the basis it considers appropriate. The Closing Sale Price shall be determined without reference to extended or after hours trading. 


        "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such
time. 


        "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 16.06,
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
$.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 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 corporation named as the "Company" in the first paragraph of this
Indenture, and, subject to the provisions of Article 13 and Section 16.06, shall include its successors and assigns. 


        "Company Repurchase Notice" has the meaning specified in Section 3.07(b). 



        "Company Repurchase Notice Date" has the meaning specified in Section 3.07(b). 


        "Conversion Date" has the meaning set forth in Section 16.02.

 


        "Conversion Price" as of any day will equal $1,000 divided by the Conversion Rate as of such date and rounded to the nearest cent. The
Conversion Price shall initially be $13.64 per share of Common Stock. 


        "Conversion Rate" has the meaning specified in Section 16.04. 


        "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 213 Court Street, Suite 703, Middletown, CT
06457. 


        "Current Market Price" has the meaning specified in Section 16.05(g). 



        "Custodian" means Wells Fargo Bank Minnesota, National Association, as custodian with respect to the Debentures in global form, or any
successor entity thereto. 


        "Debenture" or "Debentures" means any Debenture or Debentures, as the case may be,
authenticated and delivered under this Indenture, including any Global Debenture. 


        "Debenture Register" has the meaning specified in Section 2.05. 


        "Debenture Registrar" has the meaning specified in Section 2.05. 


        "Debentureholder" or "holder" as applied to any Debenture, or other similar terms (but
excluding the term "Beneficial Holder"), means any Person in whose name at the time a particular Debenture is registered on the Debenture Registrar's
books. 


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


        "Defaulted Interest" has the meaning specified in Section 2.03. 


        "Depositary" means, the clearing agency registered under the Exchange Act that is designated to act as the Depositary for the Global
Debentures. The Depository Trust Company 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 Event" means the occurrence of (a) a Fundamental Change or (b) the termination of trading in the Company's
Common Stock (or other common stock into which the Debentures are at such time convertible) on the NASDAQ National Market or any United States national securities exchange, following which the
Company's Common Stock (or other common stock into which the Debentures are at such time convertible) is no longer approved for trading on the NASDAQ National Market or any similar United States
system of automated dissemination of quotations and security prices or listed for trading on a United States national securities exchange. 


        "Designated Event Expiration Time" has the meaning specified in Section 3.05(b). 


        "Designated Event Notice" has the meaning specified in Section 3.05(b). 



        "Designated Event Repurchase Date" has the meaning specified in Section 3.05(a). 


        "Designated Senior Indebtedness" means (i) all obligations under the Senior Credit Facility and (ii) any other Senior
Indebtedness of the Company which, at the date of determination, is specifically designated by the Company in the instrument evidencing or governing such Senior Indebtedness as "Designated Senior
Indebtedness" for purposes of this Indenture. If any payment made to any holder of any Designated Senior Indebtedness or its Representative with respect to such Designated Senior Indebtedness is
rescinded or must otherwise be returned by such holder or Representative upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the reinstated Indebtedness of

 
the Company arising as a result of such rescission or return shall constitute Designated Senior Indebtedness effective as of the date of such rescission or return. 


        "Determination Date" has the meaning specified in Section 16.05(k). 


        "Event of Default" means any event specified in Section 8.01 as an Event of Default. 



        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as in effect
from time to time. 


        "Ex-Dividend Time" has the meaning specified in Section 16.01(b). 


        "Expiration Time" has the meaning specified in Section 16.05(f). 


        "Fair Market Value" has the meaning specified in Section 16.05(g). 



        "Fiscal Quarter" means, with respect to the Company, first, second, third and fourth quarters ending on March 31, June 30,
September 30 and December 31, respectively. 


        "Fundamental Change" means the occurrence of any transaction or event in connection with which all or substantially all of the Common
Stock shall be exchanged for, converted into, acquired for or constitutes solely the right to receive consideration (whether by means of an exchange offer, liquidation, tender offer, consolidation,
merger, combination, reclassification, recapitalization or otherwise) which is not all or substantially all common stock that is (or, upon consummation of or immediately following such transaction or
event, which will be) listed on a United States national securities exchange or approved (or, upon consummation of or immediately following such transaction or event, which will be approved) for
quotation on the Nasdaq National Market or any similar United States system of automated dissemination of quotations of securities prices. 


        "Global Debenture" has the meaning specified in Section 2.02. 


        "Indebtedness" means, with respect to any Person, and without duplication, (a) all indebtedness, obligations and other liabilities
(contingent or otherwise) of such Person for borrowed money (including obligations of the Person in respect of overdrafts, foreign exchange contracts, currency exchange agreements, interest rate
protection agreements, and any loans or advances from banks, whether or not evidenced by notes or similar instruments) or evidenced by bonds, debentures, notes or similar instruments (whether or not
the recourse of the lender is to the whole of the assets of such Person or to only a portion thereof), other than any account payable or other accrued current liability or obligation incurred in the
ordinary course of business in connection with the obtaining of materials or services; (b) all reimbursement obligations and other liabilities (contingent or otherwise) of such Person with
respect to letters of credit, bank guarantees or bankers' acceptances; (c) all obligations and liabilities (contingent or otherwise) in respect of leases of such Person required, in conformity
with generally accepted accounting principles, to be accounted for as capitalized lease obligations on the balance sheet of such Person and all obligations and other liabilities (contingent or
otherwise) under any lease or related document (including a purchase agreement) in connection with the lease of real property which provides that such Person is contractually obligated to purchase or
cause a third party to purchase the leased property and thereby guarantee a minimum residual value of the leased property to the lessor and the obligations of such Person under such lease or related
document to purchase or to cause a third party to purchase such leased property; (d) all obligations of such Person (contingent or otherwise) with respect to an interest rate or other swap, cap
or collar agreement or other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement; (e) all direct or indirect guaranties or similar
agreements by such Person in respect of, and obligations or liabilities (contingent or otherwise) of such Person to purchase or otherwise acquire or otherwise assure a creditor against loss in respect
of, indebtedness, obligations or liabilities of another Person of the kind described in clauses (a) through (d); (f) any indebtedness or other obligations described in clauses
(a) through (e) secured by any mortgage, pledge, lien or other

 
encumbrance existing on property which is owned or held by such Person, regardless of whether the indebtedness or other obligation secured thereby shall have been assumed by such Person; and
(g) any and all deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any indebtedness, obligation or liability of the kind described in clauses
(a) through (f). 


        "Indenture" means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented. 


        "Initial Purchasers" means each of Wachovia Capital Markets, LLC, Robert W. Baird & Co., Incorporated, Stifel, Nicolaus &
Company, Incorporated and McDonald Investments Inc. (each an "Initial Purchaser"). 



        "Interest" means, when used with reference to the Debentures, any interest payable under the terms of the Debentures and Liquidated
Damages, if any, payable under the terms of the Registration Rights Agreement. 


        "Liquidated Damages" has the meaning specified for "Liquidated Damages Amount" in
Section 2(e) of the Registration Rights Agreement. 


        "Liquidated Damages Notice" has the meaning specified in Section 6.11. 


        "Measurement Period" has the meaning specified in Section 16.01(a)(ii). 


        "Non-Electing Share" has the meaning specified in Section 16.06. 


        "Notice Date" means the date of mailing of the notice of redemption pursuant to Section 3.02. 


        "Officers' Certificate", when used with respect to the Company, means a certificate signed by the Chairman of the Board, the Chief
Executive Officer, the President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice
President") and the Treasurer or any Assistant Treasurer, or the Secretary or Assistant Secretary of the Company. 


        "Opinion of Counsel" means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or other
counsel reasonably acceptable to the Trustee. 


        "Outstanding", when used with reference to Debentures and subject to the provisions of Section 10.04, means, as of any particular
time, all Debentures authenticated and delivered by the Trustee under this Indenture, except: 


        (a)   Debentures
theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 


        (b)   Debentures,
or portions thereof, (i) for the redemption of which monies in the necessary amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Company) or (ii) which shall have been otherwise defeased in accordance with Article 14; 



        (c)   Debentures
in lieu of which, or in substitution for which, other Debentures shall have been authenticated and delivered pursuant to the terms of Section 2.06; and 


        (d)   Debentures
converted into Common Stock pursuant to Article 16 and Debentures deemed not outstanding pursuant to Article 3. 


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



        "Portal Market" means The Portal Market operated by the National Association of Securities Dealers, Inc. or any successor thereto.

 


        "Predecessor Debenture" of any particular Debenture means every previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture, and, for the purposes of this definition, any Debenture authenticated and delivered under Section 2.06 in lieu of a lost, destroyed or stolen Debenture
shall be deemed to evidence the same debt as the lost, destroyed or stolen Debenture that it replaces. 


        "Purchased Shares" has the meaning specified in Section 16.05(f). 


        "QIB" means a "qualified institutional buyer" as defined in Rule 144A. 


        "Record Date" has the meaning specified in Section 16.05(g). 



        "Registration Rights Agreement" means the Registration Rights Agreement, dated as of December 2, 2003, by and among the Company and
the Initial Purchasers, as amended from time to time in accordance with its terms. 


        "Representative" means (a) the indenture trustee or other trustee, agent or representative for holders of Senior Indebtedness or
(b) with respect to any Senior Indebtedness that does not have any such trustee, agent or other representative, (i) in the case of such Senior Indebtedness issued pursuant to an
agreement providing for voting arrangements as among the holders or owners of such Senior Indebtedness, any holder or owner of such Senior Indebtedness acting with the consent of the required
persons necessary to bind such holders or owners of such Senior Indebtedness and (ii) in the case of all other such Senior Indebtedness, the holder or owner of such Senior Indebtedness. 


        "Repurchase Date" has the meaning specified in Section 3.06. 


        "Repurchase Notice" has the meaning specified in Section 3.06. 


        "Responsible Officer" shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee
with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of
such person's knowledge of any familiarity with the particular subject. 


        "Restricted Securities" has the meaning specified in Section 2.05(c). 


        "Rights" has the meaning specified in Section 16.11. 


        "Rule 144A" means Rule 144A as promulgated under the Securities Act. 


        "Securities" has the meaning specified in Section 16.05(d). 


        "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 Credit Facility" means the senior credit facility, under that certain Amended and Restated Credit and Security Agreement dated as
of August 15, 2003, between CIBER, Inc., as borrower, and Wells Fargo Bank, National Association, as lender, together with the documents now or hereafter related thereto, in each case as
such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including by way of adding the Company or any Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness
under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders (or other institutions). 



        "Senior Indebtedness" means, whether outstanding on the date of this Indenture or thereafter issued, all Indebtedness of the Company,
including interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a

 
claim for post-filing interest is allowed in such proceeding) and premium, if any, thereon, and other monetary amounts (including fees, expenses, reimbursement obligations under letters of
credit and indemnities) owing in respect thereof unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that the obligations in respect
of such Indebtedness shall not be senior or superior in right of payment with the Securities or expressly provides that such Indebtedness is "pari passu" with or "junior" to the Debentures, and the
term "Senior Indebtedness" shall not include the Company's obligations under the Debentures; provided,  however, that Senior Indebtedness will not include
(1) any obligation of the Company to any majority-owned Subsidiary, (2) any liability
for federal, state, foreign, local or other taxes owed or owing by the Company, (3) any accounts payable or other liability to trade creditors of the Company arising in the ordinary course of
business, (4) any Indebtedness or obligation of the Company that is expressly subordinate or junior in right of payment to any other Indebtedness or obligation of the Company,
(5) obligations in respect of any Common Stock and (6) any obligation that by operation of law is subordinate to any general unsecured obligations. 


        "Significant Subsidiary" means, as of any date of determination, a Subsidiary of the Company that would constitute a
"significant subsidiary" as such term is defined under Rule 1-02(w) of Regulation S-X of the Commission as in
effect on the date of this Indenture. 


        "Subsidiary" means, with respect to any Person, (i) any corporation, association or other business entity of which more than 50% of
the total voting power of shares of capital stock or other equity interest 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 such Person or one or more of the other subsidiaries of that Person (or a combination thereof) and (ii) any partnership
(a) the sole general partner or managing general partner of which is such Person or a subsidiary of such Person or (b) the only general partners of which are such Person or of one or
more subsidiaries of such Person (or any combination thereof). 


        "Trading Day" has the meaning specified in Section 16.05(g). 



        "Trading Price" means, on any date, the average of the secondary market bid quotations for the Debentures obtained by the Trustee for
$10,000,000 principal amount of Debentures at approximately 3:30 p.m., New York City time, on such date from three independent nationally recognized securities dealers selected by the Company;  provided that if at least three such bids cannot reasonably be obtained by the Trustee, but two bids are obtained, then the average of the two bids
shall be used, and if only one such bid can reasonably be obtained by the Trustee, one bid shall be used; and provided further that if the Trustee cannot reasonably obtain at least one bid for
$10,000,000 principal amount of Debentures from a nationally recognized securities dealer, then the Trading Price per $1,000 principal
amount of Debentures shall be deemed to be less than 98% of the product of (a) the number of shares of Common Stock issuable upon conversion of $1,000 principal amount of Debentures and
(b) the Closing Sale Price on such date. 


        "Trigger Event" has the meaning specified in Section 16.05(d). 


        "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, as it was in force at the date of this Indenture, except as
provided in Sections 12.03 and 15.06; provided that if the Trust Indenture Act of 1939 is amended after the date hereof, the term
"Trust Indenture Act" shall mean, to the extent required by such amendment, the Trust Indenture Act of 1939 as so amended. 


        "Trustee" means Wells Fargo Bank Minnesota, National Association and its successors and any corporation resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any successor trustee at the time serving as successor trustee hereunder. 





 


ARTICLE 2

Issue, Description, Execution, Registration And Exchange Of Debentures  


        Section 2.01. Designation Amount And Issue Of Debentures. The Debentures shall be designated as
"2.875% Convertible Senior Subordinated Debentures Due 2023". Debentures not to exceed the aggregate principal amount of $175,000,000 (except pursuant
to Sections 2.05, 2.06, 3.03, 3.05 and 16.02 hereof) upon the execution of this Indenture, or from time to time thereafter, may be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said Debentures to or upon the written order of the Company, signed by its Chairman of the Board, Chief Executive Officer,
President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President"),
the Treasurer or any Assistant Treasurer or the Secretary or Assistant Secretary, without any further action by the Company hereunder. 


        Section 2.02. Form of 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. The terms and provisions contained in the form of Debenture attached as Exhibit A hereto shall constitute, and are
hereby expressly made, a part of this 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, 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 2.05(a), 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 (a
"Global Debenture"). The transfer and exchange of beneficial interests in any such Global Debenture shall be effected through the Depositary in
accordance with this Indenture and the applicable procedures of the Depositary. Except as provided in Section 2.05(a), 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 Debenture 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, 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 and interest on any Global Debenture shall be made to the holder of such Debenture.

 


        Section 2.03. Date And Denomination Of Debentures; Payments 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 Debenture 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. 


        The
Person in whose name any Debenture (or its Predecessor Debenture) is registered on the Debenture Register at the close of business 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 redemption or repurchase will be payable to the Person to whom principal is
payable pursuant to such redemption or repurchase (unless the redemption date or the Repurchase Date, as the case may be, is an interest payment date, in which case the semi-annual payment
of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the applicable record date). Interest shall be payable at an office maintained by the
Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee. The Company shall pay interest (i) on any Debentures in
certificated form by check mailed to the address of the Person entitled thereto as it appears in the Debenture Register (or upon written notice, by wire transfer in immediately available funds, if
such Person is entitled to Interest on aggregate principal in excess of $2 million) or (ii) on any Global Debenture by wire transfer of immediately available funds to the account of the
Depositary or its nominee. The term "Record Date" with respect to any interest payment date shall mean the June 1 or December 1 preceding
the applicable June 15 or December 15 interest payment date, respectively. 


        Any
interest on any Debenture which is payable, but is not punctually paid or duly provided for, on any June 15 or December 15 (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Debentureholder on the relevant record date by virtue of his having been such
Debentureholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: 


        (1)   The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered
at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment (which shall be not less than twenty-five (25) days after the receipt by the
Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be
paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest
which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of the proposed payment, and not less than ten (10) days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first-class postage prepaid, to each holder at his address as it appears in the Debenture Register, not
less than ten (10) days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted
Interest shall be paid to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on such special record date and shall no longer
be payable pursuant to the following clause (2) of this Section 2.03.

 


        (2)   The
Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange or automated
quotation system on which the Debentures may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 


        Section 2.04. Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or
facsimile signature of its Chairman of the Board, Chief Executive Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the
title "Vice President"). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form set forth on the form of
Debenture attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Debenture executed by the Company shall be conclusive
evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. 


        In
case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered
by the Trustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the person who signed such Debentures had not ceased to be such
officer of the Company, and any Debenture may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such person was not such an officer. 


        Section 2.05. Exchange and Registration of Transfer of Debentures; Restrictions on
Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of
the Company designated pursuant to Section 6.02 being herein sometimes collectively referred to as the "Debenture 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 Debenture Register shall be in written form or in any
form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "Debenture Registrar" for
the purpose of registering Debentures and transfers of Debentures as herein provided. The Company may appoint one or more co-registrars in accordance with Section 6.02. 



        Upon
surrender for registration of transfer of any Debenture to the Debenture Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth
in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new 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 6.02. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Debentures which the Debentureholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. 


        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 Debenture
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 Debentureholder
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 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 Debenture Registrar shall be required to exchange or register a transfer of (a) any Debentures for a period of fifteen (15) days
next preceding any selection of Debentures to be redeemed, (b) any Debentures or portions thereof called for redemption pursuant to Section 3.02 (c) any Debentures or portions
thereof surrendered for conversion pursuant to Article 16, (d) any Debentures or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.05 or
(e) any Debentures or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06. 


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



        (i)    Each
Global Debenture 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 therefor, and each such Global Debenture shall constitute a single Debenture for all purposes of this Indenture. 



        (ii)   Notwithstanding
any other provision in this Indenture, no Global Debenture 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 (i) has notified the Company that it
is unwilling or unable to continue as Depositary for such Global Debenture and a successor depositary has not been appointed by the Company within ninety days or (ii) has ceased to be a
clearing agency registered under the Exchange Act and a successor clearing agency has not been appointed by the Company within 90 days, (B) an Event of Default has occurred and is
continuing or (C) 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 Debenture
exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole and not in part
and any Global Debenture exchanged pursuant to clause (C) above may be exchanged in whole or from time to time in part as directed by the Company. Any Debenture issued in exchange for a Global
Debenture or any portion thereof shall be a Global Debenture; provided that any such Debenture so issued that is registered in the name of a Person
other than the Depositary or a nominee thereof shall not be a Global Debenture. 



        (iii)  Securities
issued in exchange for a Global Debenture or any portion thereof pursuant to clause (ii) above shall be issued in definitive, fully registered
form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Debenture 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 Debenture to be exchanged in whole shall be surrendered by the Depositary to the
Trustee, as Debenture Registrar. With regard to any Global Debenture to be exchanged in part, either such Global Debenture shall be so surrendered for exchange or, if the Trustee is acting as
Custodian for the Depositary or its nominee with respect to such Global Debenture, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means
of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or

 
adjustment, the Trustee shall authenticate and make available for delivery the Debenture issuable on such exchange to or upon the written order of the Depositary or an authorized representative
thereof. 


        (iv)  In
the event of the occurrence of any of the events specified in clause (ii) above, the Company will promptly make available to the Trustee a reasonable supply
of certificated Debentures in definitive, fully registered form, without interest coupons. 


        (v)   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 Debenture 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 Debenture 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 Debenture. 


        (vi)  At
such time as all interests in a Global Debenture have been redeemed, repurchased, converted, canceled 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 between the Depositary and the Custodian. At any time prior to such
cancellation, if any interest in a Global Debenture is redeemed, repurchased, converted, canceled 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, be appropriately
reduced, and an endorsement shall be made on such Global Debenture, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction. 




        (c)   Every
Debenture that bears or is required under this Section 2.05(c) to bear the legend set forth in this Section 2.05(c) (together with any Common Stock
issued upon conversion of the Debentures and required to bear the legend set forth in Section 2.05(c), collectively, the "Restricted Securities")
shall be subject to the restrictions on transfer set forth in this Section 2.05(c) (including those set forth in the legend below) unless such restrictions on transfer shall be waived by
written consent of the Company, and the holder of each such Restricted Security, by such Debenture holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in
Section 2.05(c) and 2.05(d), the term "transfer" encompasses 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 thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such
Debenture (and all securities issued in exchange therefor or substitution thereof) and the Common Stock, if any, issued upon conversion thereof, shall bear a legend in substantially the following
form, unless such Debenture or Common Stock 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 pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the Company in writing, with written notice thereof
to the Trustee: 


        THIS
SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK

 
ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. 



        THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH CIBER, INC. (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE THEREOF, (B) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER) OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHTS OF THE COMPANY AND THE WITHIN MENTIONED TRUSTEE PRIOR TO THE REGISTRATION OF ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (B),
(C) OR (D) TO REQUIRE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH IS AVAILABLE FROM THE COMPANY OR THE TRUSTEE) AND IN THE CASE OF CLAUSE (D) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
SIDE OF THIS SECURITY COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. 



        Any
Debenture (or security issued in exchange or substitution therefor) or such Common Stock 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 Debenture or certificates representing such shares of Common Stock for
exchange to the Debenture Registrar or transfer agent of the Common Stock in accordance with the provisions of this Section 2.05, be exchanged for a new Debenture or Debentures, of like tenor
and aggregate principal amount, or certificates representing a like number of shares of Common Stock which shall not bear the restrictive legend required by this Section 2.05(c). If the
Restricted Security surrendered for exchange is represented by a Global Debenture bearing the legend set forth in this Section 2.05(c), the principal amount of the legended Global Debenture
shall be reduced by the appropriate principal amount and the principal amount of a Global Debenture without the legend set forth in this Section 2.05(c) shall be increased by an equal principal
amount. If a Global Debenture without the legend set forth in this Section 2.05(c) is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an
unlegended Global Debenture to the Depositary. 


        (d)   Any
Debenture or Common Stock issued upon the conversion of a Debenture that, prior to the expiration of the holding period applicable to sales thereof under
Rule 144(k) under the Securities Act (or any successor provision), is 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
omissions, of the Depository 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 Debentureholder and all payments to be made to Debentureholders under the Debentures shall be given or made only to or upon the order of the registered Debentureholders (which shall be
the Depository or its nominee in the case of a Global Debenture). The rights of beneficial owners in any Global Debenture shall be exercised only through the Depository subject to the customary
procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository 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 Debenture (including any transfers between or among Agent Members in any Global Indenture) 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 2.06. Mutilated, Destroyed, Lost or Stolen Debentures. In case any Debenture shall become mutilated or be destroyed, lost
or stolen, the Company in its discretion may execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and make available for delivery, a
new Debenture, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Debenture, or in lieu of and in substitution for the Debenture so destroyed, lost or
stolen. In every case, the applicant for a substituted Debenture shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be
required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction, loss or theft of such Debenture and of the
ownership thereof. 


        Following
receipt by the Trustee or such authenticating agent, as the case may be, of satisfactory security or indemnity and evidence, as described in the preceding paragraph, the
Trustee or such authenticating agent may authenticate any such substituted Debenture and make available for delivery such Debenture. Upon the issuance of any substituted Debenture, the Company may
require the payment by the holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In
case any Debenture which has matured or is about to mature or has been called for redemption or has been tendered for redemption upon a Designated Event (and not withdrawn) or has been surrendered for
repurchase on a Repurchase Date (and not withdrawn) 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
Debenture, 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 Debenture), 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 Debenture and of the ownership thereof. 


        Every
substitute Debenture issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any Debenture is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debenture shall be found at any time, and shall be entitled to all the benefits of (but shall be subject
to all the limitations set forth in) this Indenture equally and proportionately with any and all other Debentures duly issued hereunder. To the extent permitted by law, all Debentures shall be held
and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment or conversion or redemption or repurchase of mutilated, destroyed, lost or
stolen Debentures and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment or
conversion or redemption or repurchase of negotiable instruments or other securities without their surrender. 



        Section 2.07. 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 Debenture 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 6.02 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 2.08. Cancellation of Debentures. All Debentures surrendered for the purpose of payment, redemption, repurchase,
conversion, exchange or registration of transfer shall, if surrendered to the Company or any paying agent or any Debenture Registrar or any conversion agent, be surrendered to the Trustee and promptly
canceled by it, or, if surrendered to the Trustee, shall be promptly canceled by it, and no Debentures shall be issued in lieu thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall dispose of such canceled Debentures in accordance with its customary procedures. If the Company shall acquire any of the Debentures, such acquisition shall not operate as
a redemption, repurchase or satisfaction of the indebtedness represented by such Debentures unless and until the same are delivered to the Trustee for cancellation. 


        Section 2.09. CUSIP Numbers. The Company in issuing the Debentures may use "CUSIP"
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Debentureholders;  provided 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 will promptly notify the Trustee of any change in the "CUSIP" numbers.

 


ARTICLE 3

Redemption And Repurchase Of Debentures  


        Section 3.01. Redemption of Debentures. Except as otherwise provided in Section 3.05, the Company
may not redeem any Debentures prior to December 20, 2008. On or after December 15, 2008 but prior to December 15, 2010, the Debentures may be redeemed by the Company in whole or
in part if the Closing Sale Price exceeds 130% of the then effective Conversion Price for at least 20 Trading Days in any 30 consecutive Trading Day period ending on the last Trading Day of such
period. At any time on or after December 15, 2010 and prior to maturity, the Debentures may be redeemed at the option of the Company, in whole or in part. The Company shall provide the notice
required by Section 3.02 hereof and shall pay a redemption price in cash equal to 100% of the principal amount thereof, together with accrued Interest to, but excluding, the date fixed for
redemption; provided that if the date fixed for redemption 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 to the holders of record of the Debentures on the applicable record date instead of the holders surrendering the Debentures for
redemption on such date. 


        Section 3.02. Notice of Optional Redemption; Selection of Debentures. 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 forty-five (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date fixed for
redemption, 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 thirty (30) nor more than sixty
(60) days prior to the redemption date to each holder of Debentures so to be redeemed as a whole or in part at its last address as the same appears on the Debenture Register;  provided that if the
Company shall give such notice, it shall also give written notice of the redemption date to the Trustee. 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 Debenture designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption
of any other Debenture. 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 Debenture called for redemption. 


        Each
such notice of redemption shall specify the aggregate principal amount of Debentures to be redeemed, the CUSIP number or numbers of the Debentures being redeemed, the date fixed for
redemption (which shall be a Business Day), the redemption price at which Debentures are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of
such Debentures, that interest accrued to 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. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Debentures or portions thereof into Common Stock will expire. 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 Debenture is 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 Debenture, a
new Debenture or Debentures in principal amount equal to the unredeemed portion thereof will be issued. 



        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 Trustee or with one or more
paying agents (or, if the

 
Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 6.04) 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 interest to, but excluding, the redemption date; provided that if such payment is made on the redemption date it must be received
by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with
the Trustee or any paying agent pursuant to this Section 3.02 in excess of amounts required hereunder to pay the redemption price and accrued interest to, but excluding, the redemption date. If
any Debenture called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the
redemption of such Debenture shall be paid to the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Debentures are to be redeemed,
the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than forty-five (45) days (or such shorter period of time as may be acceptable to
the Trustee) prior to the redemption date as to the aggregate principal amount of Debentures to be redeemed. 


        If
less than all of the outstanding Debentures are to be redeemed, the Trustee shall select the Debentures or portions thereof of the Global Debenture 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 Debenture selected for partial
redemption is submitted for conversion in part after such selection, the portion of such Debenture 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 shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Debenture is 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 as are unconverted and outstanding at the time of redemption, treat as outstanding any Debentures surrendered for conversion during the period of fifteen (15) days next preceding the
mailing of a notice of redemption and may (but need not) treat as outstanding any Debenture authenticated and delivered during such period in exchange for the unconverted portion of any Debenture
converted in part during such period. 


        Section 3.03. Payment of Debentures Called For Redemption by the Company. 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 into Common Stock 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 applicable redemption price, together with interest accrued to (but excluding) the redemption date, and
on and after said date (unless the Company shall default in the payment of such Debentures at the redemption price, together with interest accrued to said date) interest on the Debentures or portion
of Debentures so called for redemption shall cease to accrue and, after the close of business 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 said date) such Debentures shall cease to be convertible into Common Stock and, except as provided in
Section 9.05 and Section 14.04, 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 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 applicable redemption price, together with interest accrued thereon to, but excluding, the redemption date; provided that if the applicable
redemption date is an interest payment date, the interest payable 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 Debenture 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 Debenture 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 Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the redemption date at a
rate equal to 1% per annum plus the rate borne by the Debenture and such Debenture shall remain convertible into Common Stock until the principal and interest shall have been paid or duly provided
for. 


        Section 3.04. Conversion Arrangement on Call for Redemption. In connection with any redemption of Debentures, the Company may
arrange for the purchase and conversion of any Debentures by an agreement with one or more investment banks or other purchasers to purchase such Debentures by paying to the Trustee in trust for the
Debentureholders, on or before the date fixed for redemption, an amount not less than the applicable redemption price, together with interest accrued to, but excluding, the date fixed for redemption,
of such Debentures. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the redemption price of such Debentures, together with interest
accrued to, but excluding, the date fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers. If such an agreement
is entered into, a copy of which will be filed with the Trustee prior to the date fixed for redemption, any Debentures not duly surrendered for conversion by the holders thereof may, at the option of
the Company, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such holders and (notwithstanding anything to the contrary contained in Article 16) surrendered
by such purchasers for conversion, all as of immediately prior to the close of business on the date fixed for redemption (and the right to convert any such Debentures shall be extended through such
time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it in the same manner as it would monies
deposited with it by the Company for the redemption of Debentures. Without the Trustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion
of any Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture. 


        Section 3.05. Repurchase at Option of Holders Upon a Designated Event. (a) If there shall occur a Designated Event at any
time prior to maturity of the Debentures, then each Debentureholder 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 designated by the Company (the "Designated Event Repurchase Date") that is not less
than 20 nor more than 35 Business Days after the date of the Designated Event Notice (as defined in Section 3.05(b)) of such Designated Event (or, if such day is not a Business Day, the next
succeeding Business Day) at a repurchase price equal to 100% of the principal amount thereof, together with accrued interest to, but excluding, the Designated Event Repurchase Date;  provided that if
such Designated Event Repurchase Date falls after a record date and on or prior the corresponding interest payment date, then the
interest payable on such interest payment date shall be paid 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 25th day after the occurrence of a Designated Event, the Company or at its written request (which must be received by the Trustee at least five
(5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and
at the expense of the Company, shall mail or cause to be mailed to all holders of record on the date of the Designated Event a notice (the "Designated Event
Notice") of the occurrence of such Designated Event and of the repurchase right at the option of the holders arising as a result thereof. Such notice shall be mailed in the
manner and with the effect set forth in the first paragraph of Section 3.02 (without regard for the time limits set forth therein). If the Company shall give such notice, the Company shall also
deliver a copy of the Designated Event Company Notice to the Trustee at such time as it is mailed to Debentureholders. Concurrently with the mailing of any Designated Event Notice, the Company shall
issue a press release announcing such Designated Event referred to in the Designated Event Notice, 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 Designated Event Notice or any proceedings for the repurchase of any Debenture which
any Debentureholder may elect to have the Company repurchase as provided in this Section 3.05. 


        Each
Designated Event Notice shall specify the circumstances constituting the Designated Event, the Designated Event Repurchase Date, the price at which the Company shall be obligated to
repurchase Debentures, that the holder must exercise the repurchase right on or prior to the close of business on the Designated Event Repurchase Date (the "Designated Event
Expiration Time"), that the holder shall have the right to withdraw any Debentures surrendered prior to the Designated Event Expiration Time, a description of the procedure
which a Debentureholder must follow to exercise such repurchase right and to withdraw any surrendered Debentures, the place or places where the holder is to surrender such holder's Debentures, the
amount of interest accrued on each Debenture to the Designated Event Repurchase Date and the CUSIP number or numbers of the Debentures (if then generally in use). 


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


        (c)   Repurchases
of Debentures under this Section 3.05 shall be made, at the option of the holder thereof, upon: 



        (i)    delivery
to the Trustee (or other paying agent appointed by the Company) by a holder of a duly completed and executed notice (the "Option to
Elect Repurchase Upon a Designated Event") in the form set forth on the reverse of the Debenture prior to the Designated Event Expiration Time; and 


        (ii)   delivery
or book-entry transfer of the Debentures to the Trustee (or other paying agent appointed by the Company) at any time simultaneous with or after
delivery of the Option to Elect Repurchase Upon a Designated Event (together with all necessary endorsements) at the Corporate Trust Office with a copy to the Corporate Trust Office of the Trustee (or
other paying agent appointed by the Company) in the Borough of Manhattan as provided in Section 6.02, such delivery being a condition to receipt by the holder of the repurchase price therefor;  provided that such repurchase price shall be so paid pursuant to this Section 3.05 only if the Debenture so delivered to the Trustee (or other
paying agent appointed by the Company) shall conform in all respects to the description thereof in the related Option to Elect Repurchase Upon a Designated Event. 




        The
Company shall purchase 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 purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. 


        Upon
presentation of any Debenture repurchased in part only, the Company shall execute and, upon the Company's written direction to the Trustee, the Trustee shall authenticate and make
available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in aggregate principal amount equal to the unredeemed portion
of the Debentures presented. 


        Notwithstanding
anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) the Option to Elect Repurchase Upon a Designated
Event contemplated by this Section 3.05 shall have the right to withdraw such Option to Elect Repurchase Upon a Designated Event at any time prior to the Designated Event Expiration Time by
delivery of a written notice of withdrawal to the Trustee (or other paying agent appointed by the Company) in accordance with Section 3.05(d) below. 


        The
Trustee (or other paying agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option to Elect Repurchase Upon a Designated Event or written
notice of withdrawal thereof. 


        For
a Debenture, other than a Global Debenture to be so repurchased at the option of the holder, the Company must receive at the office or agency of the Company maintained for that
purpose or, at the option of such holder, the Corporate Trust Office, such Debenture with the form entitled "Option to Elect Repurchase Upon A Designated
Event" on the reverse thereof duly completed, together with such Debentures duly endorsed for transfer, on or before the Designated Event Expiration Time. All questions as to
the validity, eligibility (including time of receipt) and acceptance of any Debenture for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest
error. 


        (d)   A
Option to Elect Repurchase Upon a Designated Event may be withdrawn by means of a written notice of withdrawal delivered to the office of the Trustee (or other paying
agent appointed by the Company) in accordance with the Option to Elect Repurchase Upon a Designated Event at any time prior to the Designated Event Expiration Time, specifying: 



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


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


        (iii)  the
principal amount, if any, of such Debenture which remains subject to the original Option to Elect Repurchase Upon a Designated Event and which has been or will be
delivered for purchase by the Company. 




        (e)   On
or prior to the Designated Event Repurchase Date, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own
paying agent, set aside, segregate and hold in trust as provided in Section 6.04) an amount of money sufficient to repurchase on the Designated Event Repurchase Date all the Debentures to be
repurchased on such date at the appropriate repurchase price, together with accrued interest to, but excluding, the Designated Event Repurchase Date;  provided that if such payment is made on the
Designated Event Repurchase Date it must be received by the Trustee or paying agent, as the case may be, by
10:00 a.m. New York City time, on such date. Payment for Debentures surrendered for repurchase (and not withdrawn) prior to the Designated Event Expiration Time will be made promptly (but in no
event

 
more than five (5) Business Days) following the Repurchase Date by mailing checks for the amount payable to the holders of such Debentures entitled thereto as they shall appear in the Debenture
Register. 


        If
the Trustee (or other paying agent appointed by the Company) holds money sufficient to repurchase on the Business Day following the Designated Event Repurchase Date all the Debentures
or portions thereof that are to be purchased as of the Designated Event Repurchase Date, then as of the Designated Event Repurchase Date (i) the Debentures will cease to be outstanding,
(ii) Interest on the Debentures will cease to accrue, and (iii) all other rights of the holders of such Debentures will terminate, whether or not book-entry transfer of the
Debentures has been made or the Debentures have been delivered to the Trustee or paying agent, other than the right to receive the repurchase price upon delivery of the Debentures. 


        (f)    In
the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 16.06 applies, in which the Common Stock of the
Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of
common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated
over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair
market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such
consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel
that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the
right of holders of the Debentures to cause the Company to repurchase the Debentures following a Designated Event, including without limitation the applicable provisions of this Section 3.05
and the definitions of Common Stock and Designated Event, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions
apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company). 


        (g)   The
Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act to the extent then applicable in
connection with the repurchase rights of the holders of Debentures in the event of a Designated Event. 


        Section 3.06. Repurchase of Debentures by the Company at Option of the Holder. Debentures shall be purchased by the Company
pursuant to the terms of the Debentures at the option of the holder on each of December 15, 2008, 2010, 2013 and 2018 (each a "Repurchase Date"),
at a purchase price of 100% of the principal amount, plus any accrued and unpaid interest to, but excluding, the Repurchase Date, subject to the provisions of Section 3.07(a). Repurchases of
Debentures under this Section 3.06 shall be made, at the option of the holder thereof, upon: 


        (a)   delivery
to the Trustee (or other paying agent appointed by the Company) by a holder of a duly completed notice (the "Repurchase
Notice") in the form set forth on the reverse of the Debenture during the period beginning at any time from the opening of business on the date that is 20 Business Days prior
to the Repurchase Date until the close of business on the Repurchase Date; and 









   
        (b)   delivery or book-entry transfer of the Debentures to the Trustee (or other paying agent appointed by the Company) at any time after delivery of the
Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other paying agent appointed by the Company) in the Borough of Manhattan as provided in
Section 6.02, such delivery being a condition to receipt by the holder of the purchase price therefor; provided that such purchase price shall be
so paid pursuant to this Section 3.06 only if the Debenture so delivered to the Trustee (or other paying agent appointed by the Company) shall conform in all respects to the description thereof
in the related Repurchase Notice. 


        The
Company shall purchase from the holder thereof, pursuant to this Section 3.06, 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 purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. 


        Any
purchase by the Company contemplated pursuant to the provisions of this Section 3.06 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 Debenture. 


        Notwithstanding
anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) the Repurchase Notice contemplated by this
Section 3.06 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Repurchase Date by delivery of a written notice of withdrawal to the
Trustee (or other paying agent appointed by the Company) in accordance with Section 3.08. 



        The
Trustee (or other paying agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. 


        Section 3.07. Company Repurchase Notice.


        (a)   The
Debentures to be repurchased on the Repurchase Date pursuant to Section 3.06 will be paid for in cash. 


        At
least three Business Days before the Company Repurchase Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying: 



        (i)    the
information required by Section 3.07(b) in the Company Repurchase Notice, and 


        (ii)   whether
the Company desires the Trustee to give the Company Repurchase Notice required by Section 3.07(b). 




        (b)   In
connection with any repurchase of Debentures, the Company shall, no less than 20 Business Days prior to the Repurchase Date (the "Company
Repurchase Notice Date"), give notice to holders at their addresses shown in the Debenture Register setting forth information specified in this
Section 3.07(b) (the "Company Repurchase Notice"). The Company will also give notice to beneficial owners as required by applicable law. 


        The
Company Repurchase Notice shall: 



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


        (2)   include
a form of Repurchase Notice; 


        (3)   state
the name and address of the Trustee (or other paying agent or conversion agent appointed by the Company); 



        (4)   state
that Debentures must be surrendered to the Trustee (or other paying agent appointed by the Company) to collect the purchase price;

 


        (5)   if
the Debentures are then convertible, state 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; and 


        (6)   state
the CUSIP number of the Debentures. 




The
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. 


        (c)   The
Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act to the extent then applicable in
connection with the repurchase rights of the holders of Debentures. 


        Section 3.08. Effect of Repurchase Notice. Upon receipt by the Trustee (or other paying agent appointed by the Company) of the
Repurchase Notice specified in Section 3.06, the holder of the Debenture in respect of which such Repurchase Notice was given shall (unless such Repurchase Notice is validly withdrawn)
thereafter be entitled to receive solely the purchase price with respect to such Debenture. Such purchase price shall be paid to such holder, subject to receipt of funds and/or Debentures by the
Trustee (or other paying agent appointed by the Company), promptly following the later of (x) the Repurchase Date with respect to such Debenture (provided the holder has satisfied the
conditions in Section 3.06) and (y) the time of delivery of such Debenture to the Trustee (or other paying agent appointed by the Company) by the holder thereof in the manner required by
Section 3.06. Debentures in respect of which a Repurchase Notice has been given by the holder thereof may not be converted pursuant to Article 16 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 Trustee (or other paying agent appointed by the Company) in accordance with
the Repurchase Notice at any time prior to the close of business on the Repurchase Date, specifying: 


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


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


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


        A
written notice of withdrawal of a Repurchase Notice may be in the form set forth in the preceding paragraph or may be in the form of a conditional withdrawal contained in a Repurchase
Notice pursuant to the terms of Section 3.06(a). 


        Section 3.09.
Deposit of Purchase Price. (a) Prior to 10:00 a.m. (New York City Time) on the Business Day following
the Repurchase Date, the Company shall deposit with the Trustee (or other paying agent appointed by the Company; or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the
paying agent, shall segregate and hold in trust as provided in Section 6.04) an amount of cash (in immediately available funds if deposited on such Business Day), sufficient to pay the
aggregate purchase price of all the Debentures or portions thereof that are to be purchased as of the Repurchase Date. 


        (b)   If
the Trustee or other paying agent appointed by the Company, or the Company or a Subsidiary or Affiliate of either of them, if such entity is acting as the paying
agent, holds cash sufficient to pay the aggregate purchase price of all the Debentures, or portions thereof that are to be


 
purchased as of the Repurchase Date, on or after the Repurchase Date (i) the Debentures will cease to be outstanding, (ii) interest on the Debentures will cease to accrue, and
(iii) all other rights of the holders of such Debentures will terminate, whether or not book-entry transfer of the Debentures has been made or the Debentures have been delivered to
the Trustee or paying agent, other than the right to receive the repurchase price upon delivery of the Debentures. 


        Section 3.10. Debentures Repurchased in Part. Upon presentation of any Debenture 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 Debenture or Debentures, of any authorized denomination, in
aggregate principal amount equal to the unrepurchased portion of the Debentures presented. 


        Section 3.11. Repayment to the Company. The Trustee (or other paying agent appointed by the Company) shall return to the Company
any cash that remains unclaimed as provided in Section 12 of the Debentures, together with interest, if any, thereon, held by them for the payment of the repurchase price;  provided that to the
extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.02, Section 3.05 and
Section 3.09 exceeds the aggregate purchase price of the Debentures or portions thereof which the Company is obligated to purchase as of the Repurchase Date then, unless otherwise agreed in
writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereon. 


ARTICLE 4

Subordination Of Debentures  


        Section 4.01. Agreement of Subordination. The Company covenants and agrees, and each holder of Debentures
issued hereunder by its acceptance thereof likewise covenants and agrees, that all Debentures shall be issued subject to the provisions of this Article 4, and each Person holding any
Debentures, whether upon original issue or upon registration of transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. 


        The
payment of the principal and interest on all Debentures (including, but not limited to, the redemption price with respect to the Debentures called for repurchase in accordance with
Section 3.02 or submitted for redemption in accordance with Section 3.05 or Section 3.06, as the case may be, as provided in this Indenture) issued hereunder shall, to the extent
and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of this Indenture or
thereafter incurred. The Debentures shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company, and only
Indebtedness of the Company which is Senior Indebtedness will rank senior to the Debentures in accordance with the provisions set forth herein. 


        No
provision of this Article 4 shall prevent the occurrence of any default or Event of Default hereunder or have any effect on the rights of the holders of the Debentures or the
Trustee to accelerate the maturity of the Debentures. 


        Section 4.02. Payments to Debentureholders. No payment shall be made with respect to the principal or interest on the Debentures
(including, but not limited to, the redemption price with respect to the Debentures to be called for redemption in accordance with Section 3.02 or submitted for repurchase in accordance with
Section 3.05 or Section 3.06, as the case may be, as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of
Section 4.05, if: 



        (i)    a
default in the payment of principal, interest, rent or other obligations in respect of Designated Senior Indebtedness occurs and is continuing (or, in the case of
Designated Senior

 
Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated
Senior Indebtedness) (a "Payment Default"); or 


        (ii)   a
default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness
to accelerate its maturity (or in the case of any lease that is Designated Senior Indebtedness, a default occurs and is continuing that permits the lessor to either terminate the lease or require the
Company to make an irrevocable offer to terminate the lease following an event of default thereunder) and the Trustee receives a notice of the default (a "Payment Blockage
Notice") from a holder of Designated Senior Indebtedness or a Representative of Designated Senior Indebtedness (a "Non-Payment
Default"). 




        If
the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this
Section 4.02 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default
that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such
Non-Payment Default shall have been cured or waived for a period of not less than 90 consecutive days. 



        The
Company may and shall resume payments on and distributions in respect of the Debentures (including, but not limited to, the redemption price with respect to the Debentures to be
redeemed and repurchase price with respect to Debentures to be repurchased) upon the earlier of: 



        (1)   in
the case of a Payment Default, the date upon which any such Payment Default is cured or waived or ceases to exist, or 


        (2)   in
the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or
(b) 179 days after the applicable Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not been accelerated (or in the case of
any lease, 179 days after notice is received if the Company has not received notice that the lessor under such lease has exercised its right to terminate the lease or require the Company to
make an irrevocable offer to terminate the lease following an event of default thereunder), unless this Article 4 otherwise prohibits the payment or distribution at the time of such payment or
distribution (including, without limitation, by reason of the existence of a Payment Blockage Notice, which is still in effect by the holders of other Designated Senior Indebtedness). 




        Upon
any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding
up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior
Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness before any payment is made on account of the principal of or interest
(including Liquidated Damages, if any) on the Debentures (except payments made pursuant to Article 14 from monies deposited with the Trustee pursuant thereto prior to commencement of
proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency,
receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders
of the Debentures or the Trustee would be entitled, except for the provisions of this Article 4, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this

 
Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as
otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in
cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any
payment or distribution is made to the holders of the Debentures or to the Trustee. 


        For
purposes of this Article 4, the words, "Cash, Property or Securities" shall not be deemed to include shares of Common Stock of
the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least
to the extent provided in this Article 4 with respect to the Debentures to the payment of all Senior Indebtedness which may at the time be outstanding;  provided that (i) the Senior
Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and
(ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such
holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company
following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 13 shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.02 if such other Person shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions stated in Article 13. 


        In
the event of the acceleration of the Debentures because of an Event of Default, no payment or distribution shall be made to the Trustee or any holder of Debentures in respect of the
principal of or interest on the Debentures (including, but not limited to, the redemption price with respect to the Debentures called for redemption in accordance with Section 3.02 or the
repurchase price with respect
to the Debentures submitted for repurchase in accordance with Section 3.05 or Section 3.06, as the case may be, as provided in this Indenture), except payments and distributions made by
the Trustee as permitted by the first or second paragraph of Section 4.05, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior
Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Debentures is accelerated because of an Event of Default, the Company or, at the
Company's request and expense, the Trustee shall promptly notify holders of Senior Indebtedness of the acceleration. 


        In
the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities
(including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.02, shall be received by the Trustee or the holders of the Debentures
before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its
terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, to the extent that the Trustee or any holder of the Debentures has acquired notice, by whatever means, that all
Senior Indebtedness has not been paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their
Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Indebtedness remaining unpaid to the extent
necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or
for the holders of such Senior Indebtedness. 


        Nothing
in this Section 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.06. This Section 4.02 shall be subject to the
further provisions of Section 4.05.

 


        Section 4.03. Subrogation of Debentures. Subject to the payment in full of all Senior Indebtedness, the rights of the holders of
the Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 4 to the rights of
the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness until the principal and interest on the
Debentures shall be paid in full, and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the
holders of the Debentures or the Trustee would be entitled except for the provisions of this Article 4, and no payment pursuant to the provisions of this Article 4, to or for the benefit
of the holders of Senior Indebtedness by holders of the Debentures or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the holders of the
Debentures, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the holders
of the Debentures pursuant to the subrogation provisions of this Article 4, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the
Company to or for the account of the Debentures. It is understood that the provisions of this Article 4 are intended solely
for the purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior Indebtedness, on the other hand. 


        Nothing
contained in this Article 4 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as among the Company, its creditors other than the holders
of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of and interest on
the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of
the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or, subject to Section 8.04, the holder of any Debenture from exercising
all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 4 of the holders of Senior Indebtedness in respect of
cash, property or securities of the Company received upon the exercise of any such remedy. 



        Upon
any payment or distribution of assets of the Company referred to in this Article 4, the Trustee, subject to the provisions of Section 9.01, and the holders of the
Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding up, liquidation or reorganization proceedings
are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the holders of the
Debentures, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof
or payable thereon and all other facts pertinent thereto or to this Article 4. 



        Section 4.04. Authorization to Effect Subordination. Each holder of a Debenture by the holder's acceptance thereof authorizes and
directs the Trustee on the holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 4 and appoints the Trustee to act
as the holder's attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any
proceeding referred to in the third paragraph of Section 8.02 hereof at least thirty (30) days before the expiration of the time to file such claim, the holders of any Senior
Indebtedness or their Representatives are hereby authorized to file an appropriate claim for and on behalf of the holders of the Debentures. 



        Section 4.05. Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a
Responsible Officer of the Trustee and to any paying agent of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee or any

 
paying agent in respect of the Debentures pursuant to the provisions of this Article 4. Notwithstanding the provisions of this Article 4 or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the
provisions of this Article 4, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an
Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness, and before the receipt of any such written notice, the Trustee, subject to the provisions of
Section 9.01, shall be entitled in all respects to assume that no such facts exist; provided,  however, that if on a date not less than one Business
Day prior to the date upon which by the terms hereof any such monies may become payable for any
purpose (including, without limitation, the payment of the principal of or interest on any Debenture) the Trustee shall not have received, with respect to such monies, the notice provided for in this
Section 4.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to apply monies received to the purpose for which they were
received, and shall not be affected by any notice to the contrary that may be received by it on or after such prior date. 


        Notwithstanding
anything in this Article 4 to the contrary, nothing shall prevent any payment by the Trustee to the Debenture holders of monies deposited with it pursuant to
Section 14.01, if a Responsible Officer of the Trustee shall not have received written notice at the Corporate Trust Office on or before one Business Day prior to the date such payment is due
that such payment is not permitted under Section 4.01 or 4.02. 


        The
Trustee, subject to the provisions of Section 9.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to
be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of
any such holder or holders. The Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior Indebtedness pursuant to this Article 4 unless it has
received satisfactory evidence as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article 4. 


        Section 4.06. Trustee's Relation to Senior Indebtedness. The Trustee, in its individual capacity, shall be entitled to all the
rights set forth in this Article 4 in respect of any Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in
Section 9.13 or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder. 



        With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this
Article 4, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the holders of Senior Indebtedness and, subject to the provisions of Section 9.01, the Trustee shall not be liable to any holder of Senior Indebtedness (i) for
any failure to make any payments or distributions to such holder or (ii) if it shall pay over or deliver money to holders of Debentures, the Company or any other Person in compliance with this
Article 4. 


        Section 4.07. No Impairment of Subordination. No right of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be
charged with. Senior Indebtedness may be created, renewed or extended and holders of Senior Indebtedness may exercise any rights under any instrument creating or evidencing


 
such Senior Indebtedness, including, without limitation, any waiver of default thereunder, without any notice to or consent from the holders of the Debentures or the Trustee. No compromise,
alteration, amendment, modification, extension, renewal or other change of, or waiver, consent or other action in respect of, any liability or obligation under or in respect of the Senior Indebtedness
or any terms or conditions of any instrument creating or evidencing such Senior Indebtedness shall in any way alter or affect any of the provisions of this Article 4 or the subordination of the
Debentures provided thereby. 


        Section 4.08. Certain Conversions Not Deemed Payment. For the purposes of this Article 4 only, (1) the issuance and
delivery of Junior Securities upon conversion of Debentures in accordance with Article 16 and (2) the payment, issuance or delivery of cash, property or securities upon conversion of a
Debenture as a result of any transaction specified in Section 16.06 shall not be deemed to constitute a payment or distribution on account of the principal of or interest on Debentures or on
account of the purchase or other acquisition of Debentures. For the purposes of this Section 4.08, the term "Junior Securities" means
(a) Common Stock of the Company or (b) securities of the Company that are subordinated in right of payment to all Senior Indebtedness that may be outstanding at the time of issuance or
delivery of such securities to substantially the same extent as, or to a greater extent than, the Debentures are so subordinated as provided in this Article 4. Nothing contained in this
Article 4 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as among the Company, its creditors (other than holders of Senior Indebtedness) and the
Debentureholders, the right, which is absolute and unconditional, of the Holder of any Debenture to convert such Debenture in accordance with Article 16. 


        Section 4.09. Article Applicable to Paying Agents. If at any time any paying agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as used in this Article 4 shall (unless the context otherwise requires)
be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were
named in this Article 4 in addition to or in place of the Trustee; provided, however, that the first paragraph of Section 4.05 shall not
apply to the Company or any Affiliate of the Company if it or such Affiliate acts as paying agent. 


        The
Trustee shall not be responsible for the actions or inactions of any other paying agents (including the Company if acting as its own paying agent) and shall have no control of any
funds held by such other paying agents. 


        Section 4.10. Senior Indebtedness Entitled to Rely. The holders of Senior Indebtedness (including, without limitation, Designated
Senior Indebtedness) shall have the right to rely upon this Article 4, and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such
holders shall have agreed in writing thereto. 


        Section 4.11. Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the
Company referred to in this Article 4, the Trustee and the Debentureholders shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Debentureholders, for the purpose of
ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 4.


 


ARTICLE 5

[Reserved]  


ARTICLE 6

Particular Covenants Of The Company  


        Section 6.01. Payment of Principal and Interest. The Company covenants and agrees that it will duly and
punctually pay or cause to be paid the principal of (including the redemption price upon redemption or
the repurchase price upon repurchase, in each case pursuant to Article 3), and interest, on each of the Debentures at the places, at the respective times and in the manner provided herein and
in the Debentures. 


        Section 6.02. 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 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. 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 or the corporate trust office of the Trustee in The Borough of Manhattan which
office is located at Wells Fargo Bank, c/o Deutsche Bank, 14 Wall Street, 4th Floor, Window #44, New York, NY 10005, Attn: John Maloney/Account 092192,
(T) 212-618-2319, Wells Fargo Account #15282100 (CIBER, Inc.). 


        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 of any such designation or rescission and of any change in the location of any such other
office or agency. 


        The
Company hereby initially designates the Trustee as paying agent, Debenture Registrar, Custodian and conversion agent and each of the Corporate Trust Office and the office of agency
of the Trustee in The Borough of Manhattan, shall be considered as one such office or agency of the Company for each of the aforesaid purposes. 


        So
long as the Trustee is the Debenture Registrar, the Trustee agrees to mail, or cause to be mailed, the notices set forth in Section 9.10(a) and the third paragraph of
Section 9.11. 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 6.03. Appointments to Fill Vacancies in Trustee's Office. The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 9.10, a Trustee, so that there shall at all times be a Trustee hereunder. 


        Section 6.04. Provisions as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee, or if
the Trustee shall appoint such a paying agent, the Company will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to
the provisions of this Section 6.04: 



        (1)   that
it will hold all sums held by it as such agent for the payment of the principal of or interest on the Debentures (whether such sums have been paid to it by the
Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures;

 


        (2)   that
it will give the Trustee notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of or interest on the
Debentures when the same shall be due and payable; and 


        (3)   that
at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. 




        The
Company shall, on or before each due date of the principal of or interest on the Debentures, deposit with the paying agent a sum (in funds which are immediately available on the due
date for such payment) sufficient to pay such principal or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action;  provided that if such deposit is made on the due date, such deposit shall be received by the paying agent by 10:00 a.m. New York City time, on
such date. 


        (b)   If
the Company shall act as its own paying agent, it will, on or before each due date of the principal of or interest on the Debentures, set aside, segregate and hold in
trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of
any failure by the Company (or any other obligor under the Debentures) to make any payment of the principal of or interest on the Debentures when the same shall become due and payable. 


        (c)   Anything
in this Section 6.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this
Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any paying agent hereunder as required by this Section 6.04, such sums to be
held by the Trustee upon the trusts herein contained and upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further
liability with respect to such sums. 


        (d)   Anything
in this Section 6.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 6.04 is subject to
Sections 14.03 and 14.04. 


        The
Trustee shall not be responsible for the actions of any other paying agents (including the Company if acting as its own paying agent) and shall have no control of any funds held by
such other paying agents. 


        Section 6.05. Existence. Subject to Article 13, 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 Debentureholders. 


        Section 6.06. Maintenance of Properties. The Company will cause all properties used or useful in the conduct of its business or the
business of any Significant Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance
of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any subsidiary and not disadvantageous in any material
respect to the Debentureholders. 


        Section 6.07. 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 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 6.08. Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable
to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), 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 in connection with any sale thereof 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 and it will take such further action as any holder or beneficial holder of such Debentures or such Common Stock may reasonably request, all to the extent
required from time to time 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, as such Rule may be amended from time to time. Upon the request of any holder or any beneficial holder of the Debentures or such Common Stock, the Company will
deliver to such holder a written statement as to whether it has complied with such requirements. 


        Section 6.09. Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at
any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from
paying all or any portion of the principal of or interest on the Debentures as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 


        Section 6.10. Compliance Certificate. The Company shall deliver to the Trustee, within one hundred twenty (120) days after
the end of each fiscal year of the Company, a certificate signed by either the principal executive officer, principal financial officer or principal accounting officer of the Company, stating whether
or not to the best knowledge of the signer thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and the status thereof of which the signer may have
knowledge. 


        The
Company will deliver to the Trustee, forthwith upon becoming aware of (i) any default in the performance or observance of any covenant, agreement or condition contained in
this Indenture, or (ii) any Event of Default, an Officers' Certificate specifying with particularity such default or Event of Default and further stating what action the Company has taken, is
taking or proposes to take with respect thereto. 









   
        Any notice required to be given under this Section 6.10 shall be delivered to a Responsible Officer of the Trustee at its Corporate Trust Office. 


        Section 6.11. Liquidated Damages Notice. In the event that the Company is required to pay Liquidated Damages to holders of
Debentures pursuant to the Registration Rights Agreement, the Company will provide written notice ("Liquidated Damages Notice") to the Trustee of its
obligation to pay Liquidated Damages no later than fifteen (15) days prior to the proposed payment date for the Liquidated Damages, and the Liquidated Damages Notice shall set forth the amount
of Liquidated Damages 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 Liquidated
Damages, or with respect to the nature, extent or calculation of the amount of Liquidated Damages when made, or with respect to the method employed in such calculation of the Liquidated
Damages.


ARTICLE 7

Debentureholders' Lists And Reports By The Company And The Trustee  


        Section 7.01. Debentureholders' Lists. The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee, semiannually, not more than fifteen (15) days after each June 1 and December 1 in each year beginning with June 1, 2004, and at such other times
as the Trustee may request in writing, within thirty (30) days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it
to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of the holders of Debentures as of a date not more
than fifteen (15) days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except that no such
list need be furnished by the Company to the Trustee so long as the Trustee is acting as the sole Debenture Registrar. 


        Section 7.02. Preservation And Disclosure Of Lists. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of Debentures contained in the most recent list furnished to it as provided in Section 7.01 or maintained by the
Trustee in its capacity as Debenture Registrar or co-registrar in respect of the Debentures, if so acting. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished. 


        (b)   The
rights of Debentureholders to communicate with other holders of Debentures with respect to their rights under this Indenture or under the Debentures, and the
corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture Act. 


        (c)   Every
Debentureholder, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of
them shall be held accountable by reason of any disclosure of information as to names and addresses of holders of Debentures made pursuant to the Trust Indenture Act. 


        Section 7.03. Reports By Trustee. (a) Within sixty (60) days after December 15 of each year commencing with
the year 2004, the Trustee shall transmit to holders of Debentures such reports dated as of December 15 of the year in which such reports are made concerning the Trustee and its actions under
this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. In the event that no events have occurred under the applicable
sections of the Trust Indenture Act the Trustee shall be under no duty or obligation to provide such reports. 


        (b)   A
copy of such report shall, at the time of such transmission to holders of Debentures, be filed by the Trustee with each stock exchange and automated quotation system
upon which the Debentures are listed and with the Company. The Company will promptly notify the Trustee in writing

 
when the Debentures are listed on any stock exchange or automated quotation system or delisted therefrom. 



        Section 7.04. Reports by Company. The Company shall file with the Trustee (and the Commission if at any time after the Indenture
becomes qualified under the Trust Indenture Act), and transmit to holders of Debentures, such information, documents and other reports and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant to such Act, whether or not the Debentures are governed by such Act; provided that
any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within fifteen
(15) days after the same is so required to be filed with the Commission. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers' Certificates). 


ARTICLE 8

Remedies Of The Trustee And Debentureholders On An Event Of Default  


        Section 8.01. Events Of Default. In case one or more of the following Events of Default (whatever the
reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) shall have occurred and be continuing: 


        (a)   default
in the payment of any installment of interest upon any of the Debentures as and when the same shall become due and payable, and continuance of such default for a
period of thirty (30) days; or 


        (b)   default
in the payment of the principal of any of the Debentures as and when the same shall become due and payable either at maturity or in connection with any
redemption, repurchase or otherwise, in each case pursuant to Article 3, by acceleration or otherwise; or 


        (c)   default
in the Company's obligation to provide a Designated Event Notice upon a Designated Event as provided in Section 3.05; or 


        (d)   failure
on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in the Debentures or in this Indenture
(other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section 8.01 specifically dealt with) continued for a period of sixty (60) days
after the date on which written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee, or the Company and a Responsible Officer of the
Trustee by the holders of at least twenty-five percent (25%) in aggregate principal amount of the Debentures at the time outstanding determined in accordance with Section 10.04; or 


        (e)   default
in the payment of principal when due at stated maturity or resulting in acceleration of other Indebtedness of the Company for borrowed money where the aggregate
principal amount with respect to which the default or acceleration has occurred exceeds $10 million (or such other dollar amount of any cross default provision in the Senior Credit Facility as
in effect from time to time but in no event greater than $20 million) and such acceleration has not been rescinded or annulled within a period of 30 days after written notice of such
failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount
of the Debentures at the time outstanding; or

 


        (f)    default
in Company's obligation to deliver Common Stock, cash or other property following the exercise by the holder of the Debentures of the right to convert such
Debentures pursuant to and in accordance with Article 16 and the continuance of such default for a period of 10 days; or 


        (g)   default
in the payment of any final judgments aggregating in excess of $25 million by the Company or any subsidiary; or 


        (h)   the
Company shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any
substantial part of the property of the Company, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding
commenced against the Company, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due; or 


        (i)    an
involuntary case or other proceeding shall be commenced against the Company seeking liquidation, reorganization or other relief with respect to the Company or its
debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company
or any substantial part of the property of the Company, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) consecutive days; 


then,
and in each and every such case (other than an Event of Default specified in Section 8.01(h) or 8.01(i)), unless the principal of all of the Debentures shall have already become
due and payable, either the Trustee or the holders of not less than twenty-five percent (25%) in aggregate principal amount of the Debentures then outstanding hereunder determined in
accordance with Section 10.04, by notice in writing to the Company (and to the Trustee if given by Debentureholders), may declare the principal of all the Debentures and the interest accrued
thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Debentures contained to
the contrary notwithstanding. If an Event of Default specified in Section 8.01(h) or 8.01(i) occurs, the principal of all the Debentures and the interest accrued thereon shall be
immediately and automatically due and payable without necessity of further action. This provision, however, is subject to the conditions that if, at any time after the principal of the Debentures
shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or
shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all Debentures and the principal of any and all Debentures which shall have become due otherwise than
by acceleration (with interest on overdue installments of interest (to the extent that payment of such interest is enforceable under applicable law) and on such principal at the rate borne by the
Debentures, to the date of such payment or deposit) and amounts due to the Trustee pursuant to Section 9.06, and if any and all defaults under this Indenture, other than the nonpayment of
principal of and accrued interest on Debentures which shall have become due by acceleration, shall have been cured or waived pursuant to Section 8.07, then and in every such case the holders of
a majority in aggregate principal amount of the Debentures then outstanding, by written notice to the Company and
to the Trustee, may waive all defaults or Events of Default and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent default or Event of Default, or shall impair any right consequent thereon. The Company shall notify in writing a Responsible Officer of the Trustee, promptly upon becoming aware
thereof, of any Event of Default. 


        In
case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such waiver or rescission and

 
annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the holders of Debentures, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the holders of Debentures, and the Trustee shall continue as though no such proceeding
had been taken. 


        Section 8.02. Payments of Debentures on Default; Suit Therefor. The Company
covenants that (a) in case default shall be made in the payment of any installment of interest upon any of the Debentures as and when the same shall become due and payable, and such default
shall have continued for a period of thirty (30) days, or (b) in case default shall be made in the payment of the principal of any of the Debentures as and when the same shall have
become due and payable, whether at maturity of the Debentures or in connection with any redemption or repurchase, by or under this Indenture declaration or otherwise, then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the holders of the Debentures, the whole amount that then shall have become due and payable on all such Debentures for principal and interest,
as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest at the rate
borne by the Debentures, plus 1% and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee,
its agents, attorneys and counsel, and all other amounts due the Trustee under Section 9.06. Until such demand by the Trustee, the Company may pay the principal of and interest on the
Debentures to the registered holders, whether or not the Debentures are overdue. 



        In
case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to
institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce
any such judgment or final decree against the Company or any other obligor on the Debentures and collect in the manner provided by law out of the property of the Company or any other obligor on the
Debentures wherever situated the monies adjudged or decreed to be payable. 


        In
case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debentures under Title 11 of the United States
Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or such other obligor, or in the case of any other judicial proceedings relative to the Company or such other obligor upon
the Debentures, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Debentures shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 8.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Debentures, and, in case of any
judicial proceedings, to 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 of the Debentureholders allowed in such
judicial proceedings relative to the Company or any other obligor on the Debentures, its or their creditors, or its or their property, and to collect and receive any monies or other property payable
or deliverable on any such claims, and to distribute the same after the deduction of any amounts due the Trustee under Section 9.06, and to take any other action with respect to such claims,
including participating as a member of any official committee of creditors, as it reasonably deems necessary or advisable, and, unless prohibited by law or applicable regulations, and any receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by each of the Debentureholders to make such payments to the

 
Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Debentureholders, to pay to the Trustee any amount due it for reasonable compensation,
expenses, advances and disbursements, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses,
advances and disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, monies, securities and other property which the holders of the Debentures may be entitled to receive in such proceedings, whether in liquidation or under any plan of
reorganization or arrangement or otherwise. 


        All
rights of action and of asserting claims under this Indenture, or under any of the Debentures, may be enforced by the Trustee without the possession of any of the Debentures, or the
production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of
the holders of the Debentures. 


        In
any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall
be held to represent all the holders of the Debentures, and it shall not be necessary to make any holders of the Debentures parties to any such proceedings. 


        Section 8.03. Application of Monies Collected By Trustee. Any monies collected by the Trustee pursuant to this Article 8
shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such monies, upon presentation of the several Debentures, and stamping thereon the payment,
if only partially paid, and upon surrender thereof, if fully paid: 


        FIRST:
To the payment of all amounts due the Trustee under Section 9.06; 


        SECOND:
Subject to the provisions of Article 4, in case the principal of the outstanding Debentures shall not have become due and be unpaid, to the payment of interest on the
Debentures in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue
installments of interest at the rate borne by the Debentures, such payments to be made ratably to the Persons entitled thereto; 


        THIRD:
Subject to the provisions of Article 4, in case the principal of the outstanding Debentures shall have become due, by declaration or otherwise, and be unpaid to the payment
of the whole amount then owing and unpaid upon the Debentures for principal and interest, with interest on the overdue principal and (to the extent that such interest has been collected by the
Trustee) upon overdue installments of interest at the rate borne by the Debentures, and in case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the
Debentures, then to the payment of such principal and interest without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any
other installment of interest, or of any Debenture over any other Debenture, ratably to the aggregate of such principal and accrued and unpaid interest; and 


        FOURTH:
Subject to the provisions of Article 4, to the payment of the remainder, if any, to the Company or any other Person lawfully entitled thereto. 


        Section 8.04. Proceedings by Debentureholder. No holder of any Debenture shall have any right by virtue of or by reference to any
provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator,
custodian or other similar official, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the

 
continuance thereof, as hereinbefore provided, and unless also the holders of not less than twenty-five percent (25%) in aggregate principal amount of the Debentures then outstanding shall
have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable security or indemnity
as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for sixty (60) days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to
Section 8.07; it being understood and intended, and being expressly covenanted by the taker and holder of every Debenture with every other taker and holder and the Trustee, that no one or more
holders of Debentures shall have any right in any manner whatever by virtue of or by reference to any provision of this Indenture to affect, disturb or prejudice the rights of any other holder of
Debentures, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Debentures (except as otherwise provided herein). For the protection and enforcement of this Section 8.04, each and every Debentureholder and the
Trustee shall be entitled to such relief as can be given either at law or in equity. 


        Notwithstanding
any other provision of this Indenture and any provision of any Debenture, the right of any holder of any Debenture to receive payment of the principal of (including the
redemption price upon redemption pursuant to Article 3), and accrued interest on such Debenture, on or after the respective due dates expressed in such Debenture or in the event of redemption,
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
in this Indenture or the Debentures to the contrary notwithstanding, the holder of any Debenture, without the consent of either the Trustee or the holder of any other Debenture,
in 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. 


        Section 8.05. Proceedings By Trustee. In case of an Event of Default, the Trustee may, in its discretion, proceed to protect and
enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit in equity or by action at law or
by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this
Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 


        Section 8.06. Remedies Cumulative And Continuing. Except as provided in Section 2.06, all powers and remedies given by this
Article 8 to the Trustee or to the Debentureholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to
the Trustee or the holders of the Debentures, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay
or omission of the Trustee or of any holder of any of the Debentures to exercise any right or power accruing upon any default or Event of Default occurring and continuing as aforesaid shall impair any
such right or power, or shall be construed to be a waiver of any such default or any acquiescence therein, and, subject to the provisions of Section 8.04, every power and remedy given by this
Article 8 or by law to the Trustee or to the Debentureholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Debentureholders. 


        Section 8.07. Direction of Proceedings and Waiver of Defaults By Majority of Debentureholders. The holders of a majority in
aggregate principal amount of the Debentures at the time outstanding determined in accordance with Section 10.04 shall have the right to direct the time, method and place

 
of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that
(a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction,
(c) the Trustee may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that
would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding determined in accordance with Section 10.04
may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of interest on, or the
principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, (iii) a default in the payment of the redemption price pursuant to
Article 3, (iv) a default in the payment of the repurchase price pursuant to Article 3 or (v) a default in respect of a covenant or provisions hereof which under
Article 12 cannot be modified or amended without the consent of the holders of each or all Debentures then outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and
the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any
right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.07, said default or Event of Default shall for all purposes of
the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right
consequent thereon. 


        Section 8.08. Notice of Defaults. The Trustee shall, within ninety (90) days after a Responsible Officer of the Trustee has
knowledge of the occurrence of a default, mail to all Debentureholders, as the names and addresses of such holders appear upon the Debenture Register, notice of all defaults known to a Responsible
Officer, unless such defaults shall have been cured or waived before the giving of such notice; provided that except in the case of default in the
payment of the principal of or interest on any of the Debentures, the Trustee shall be protected in withholding such notice if and so long as a trust committee of directors and/or Responsible Officers
of the Trustee in good faith determines that the withholding of such notice is in the interests of the Debentureholders. 


        Section 8.09. Undertaking To Pay Costs. All parties to this Indenture agree, and each holder of any Debenture by his acceptance
thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; provided that the provisions of this Section 8.09 (to the extent permitted by law) shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Debentureholder, or group of Debentureholders, holding in the aggregate more than ten percent in principal amount of the Debentures at the time outstanding
determined in accordance with Section 10.04, or to any suit instituted by any Debentureholder for the enforcement of the payment of the principal of or interest on any Debenture on or after the
due date expressed in such Debenture or to any suit for the enforcement of the right to convert any Debenture in accordance with the provisions of Article 16. 


ARTICLE 9

The Trustee  


        Section 9.01. Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of
Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event
of Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the

 
rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his
own affairs. 


        No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that: 


        (a)   prior
to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred: 



        (i)    the
duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture and the Trust Indenture Act, and the Trustee shall not
be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture and the
Trust Indenture Act against the Trustee; and 


        (ii)   in
the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or
opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the
requirements of this Indenture; 




        (b)   the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless the Trustee was negligent in
ascertaining the pertinent facts; 


        (c)   the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the holders of
not less than a majority in principal amount of the Debentures at the time outstanding determined as provided in Section 10.04 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; 


        (d)   whether
or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall
be subject to the provisions of this Section; 


        (e)   the
Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice
effected by the Company or any paying agent or any records maintained by any co-registrar with respect to the Debentures; 


        (f)    if
any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may
conclusively rely on its failure to receive such notice as reason to act as if no such event occurred; and 


        (g)   the
Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless it shall have been notified in writing of such Event of Default by the Company
or the holders of at least 10% in aggregate principal amount of the Debentures. 


        None
of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

 


        Section 9.02. Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 9.01: 


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


        (b)   any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect
thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the
Company; 


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



        (d)   the
Trustee shall 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 satisfactory to it against the costs,
expenses and liabilities which may be incurred therein or thereby; 


        (e)   the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document, but the Trustee may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; 


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


        (g)   the
Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture; 



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


        (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; and 


        (j)    any
permissive right or authority granted to the Trustee shall not be construed as a mandatory duty. 


        Section 9.03. No Responsibility For Recitals, Etc. The recitals contained herein and in the Debentures (except in the Trustee's
certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Debentures. The

 
Trustee shall not be accountable for the use or application by the Company of any Debentures or the proceeds of any Debentures authenticated and delivered by the Trustee in conformity with the
provisions of this Indenture. 


        Section 9.04. Trustee, Paying Agents, Conversion Agents or Registrar May Own Debentures. The Trustee, any paying agent, any
conversion agent or Debenture Registrar, in its individual or any other capacity, may become the owner or pledgee of Debentures with the same rights it would have if it were not Trustee, paying agent,
conversion agent or Debenture Registrar. 


        Section 9.05. Monies to Be Held in Trust. Subject to the provisions of Section 14.04, all monies received by the Trustee
shall, until used or applied as herein provided, be held in trust for the purposes for
which they were received. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as may be agreed in writing from time to time by the Company and the Trustee. 


        Section 9.06. Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) as mutually agreed to from time to time in writing between the Company and the Trustee, and the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct,
recklessness or bad faith. The Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture
and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or expense including taxes (other than franchise taxes and taxes based on
the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees and agent or authenticating
agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the costs and expenses of defending
themselves against any claim (whether asserted by the Company, any holder or any other Person) of liability in connection with the exercise or performance of any of its or their powers or duties
hereunder. If the Company fails to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances under this Section 9.06, the Trustee's claim
shall be secured by a lien prior to that of the Debentures upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular
Debentures. The obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture. 


        When
the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 8.01(h) or
Section 8.01(i) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy,
insolvency or similar laws. 


        Section 9.07. Officers' Certificate As Evidence. Except as otherwise provided in Section 9.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee. 









   
        Section 9.08. Conflicting Interests of Trustee. If the Trustee has or shall acquire a conflicting interest within the meaning of
the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. 


        Section 9.09. Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000 (or if such Person is a member of a bank holding company system, its bank holding
company shall have a combined capital and surplus of at least $50,000,000). If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising
or examining authority, then for the purposes of this Section the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 9.09, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article. 


        Section 9.10. Resignation or Removal of Trustee.


        (a)   The
Trustee may at any time resign by giving written notice of such resignation to the Company and to the holders of Debentures. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to
the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment sixty (60) days after the mailing of such notice
of resignation to the Debentureholders, the resigning Trustee may, upon ten (10) Business Days' notice to the Company and the Debentureholders, appoint a successor identified in such notice or
may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor trustee, or, if any Debentureholder who has been a bona fide holder of a Debenture
or Debentures for at least six (6) months may, subject to the provisions of Section 8.09, on behalf of himself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. 


        (b)   In
case at any time any of the following shall occur: 



        (i)    the
Trustee shall fail to comply with Section 9.08 after written request therefor by the Company or by any Debentureholder who has been a bona fide holder of a
Debenture or Debentures for at least six (6) months; or 



        (ii)   the
Trustee shall cease to be eligible in accordance with the provisions of Section 9.09 and shall fail to resign after written request therefor by the Company
or by any such Debentureholder; or 


        (iii)  the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; 




then,
in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 8.09, any Debentureholder who has been a bona fide holder
of a Debenture or Debentures for at least six (6) months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor trustee; provided that if no successor Trustee shall have been appointed and have accepted appointment sixty
(60) days after either the Company or the Debentureholders has

 
removed the Trustee, or the Trustee resigns, the Trustee so removed may petition, at the expense of the Company, any court of competent jurisdiction for an appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. 


        (c)   The
holders of a majority in aggregate principal amount of the Debentures at the time outstanding may at any time remove the Trustee and nominate a successor trustee
which shall be deemed appointed as successor trustee unless, within ten (10) days after notice to the Company of such nomination, the Company objects thereto, in which case the Trustee so
removed or any Debentureholder, or if such Trustee so removed or any Debentureholder fails to act, the Company, upon the terms and conditions and otherwise as in
Section 9.10(a) provided, may petition any court of competent jurisdiction for an appointment of a successor trustee. 


        (d)   Any
resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 9.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section 9.11. 


        (e)   Notwithstanding
the replacement of the Trustee pursuant to this Section, the Company's obligations under Section 9.06 shall continue for the benefit of the
retiring Trustee. 


        Section 9.11. Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 9.10 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall
become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with
like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amount
then due it pursuant to the provisions of Section 9.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon
request of any such successor trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and
powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property and funds held or collected by such trustee as such, except for funds held in trust for the benefit of holders
of particular Debentures, to secure any amounts then due it pursuant to the provisions of Section 9.06. 



        No
successor trustee shall accept appointment as provided in this Section 9.11 unless, at the time of such acceptance, such successor trustee shall be qualified under the
provisions of Section 9.08 and be eligible under the provisions of Section 9.09. 


        Upon
acceptance of appointment by a successor trustee as provided in this Section 9.11, the Company (or the former trustee, at the written direction of the Company) shall mail or
cause to be mailed notice of the succession of such trustee hereunder to the holders of Debentures at their addresses as they shall appear on the Debenture Register. If the Company fails to mail such
notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company. 


        Section 9.12. Succession By Merger. Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee (including any trust created by this Indenture), shall be the successor to the Trustee hereunder without the execution or filing of any paper or any further act
on the part of any of the parties hereto, provided that in the case of any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, such corporation shall be qualified under the provisions of Section 9.08 and eligible under the provisions of Section 9.09.

 


        In
case at the time such successor 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 or authenticating agent appointed by such predecessor trustee, and deliver such Debentures so
authenticated; and in case at that time any of the Debentures shall not have been authenticated, any successor to the Trustee or any authenticating agent appointed by such successor trustee may
authenticate such Debentures in the name of the successor trustee; and in all such cases such certificates shall have the full force that is provided in the Debentures or in this Indenture;  provided
that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Debentures in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or consolidation. 


        Section 9.13. Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Debentures), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of the claims against the Company (or any such other obligor). 


ARTICLE 10

The Debentureholders  


        Section 10.01. Action By Debentureholders. Whenever in this Indenture it is provided that the holders of a
specified percentage in aggregate principal amount of the Debentures may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of
any other action), the fact that at the time of taking any such action, the holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of
instruments of similar tenor executed by Debentureholders in person or by agent or proxy appointed in writing, or (b) by the record of the holders of Debentures voting in favor thereof at any
meeting of Debentureholders duly called and held in accordance with the provisions of Article 11, or (c) by a combination of such instrument or instruments and any such record of such a
meeting of Debentureholders. Whenever the Company or the Trustee solicits the taking of any action by the holders of the Debentures, the Company or the Trustee may fix in advance of such solicitation,
a date as the record date for determining holders entitled to take such action. The record date shall be not more than fifteen (15) days prior to the date of commencement of solicitation of
such action. 


        Section 10.02. Proof of Execution by Debentureholders. Subject to the provisions of Sections 9.01, 9.02 and 11.05, proof of
the execution of any instrument by a Debentureholder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or
in such manner as shall be satisfactory to the Trustee. The holding of Debentures shall be proved by the registry of such Debentures or by a certificate of the Debenture Registrar. 


        The
record of any Debentureholders' meeting shall be proved in the manner provided in Section 11.06. 



        Section 10.03. Who Are Deemed Absolute Owners. The Company, the Trustee, any paying agent, any conversion agent and any Debenture
Registrar may deem the Person in whose name such Debenture shall be registered upon the Debenture Register to be, and may treat it as, the absolute owner of such Debenture (whether or not such
Debenture shall be overdue and notwithstanding any notation of ownership or other writing thereon made by any Person other than the Company or any Debenture Registrar) for the purpose of receiving
payment of or on account of the principal of and interest on such Debenture, for conversion of such Debenture and for all other purposes; and neither the Company nor the Trustee nor any paying agent
nor any conversion agent nor any Debenture Registrar shall be affected by any notice to the contrary. All such payments so made to any holder for the time

 
being, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for monies payable upon any such Debenture. 


        Section 10.04. Company-owned Debentures Disregarded. In determining whether the holders of the requisite aggregate principal amount
of Debentures have concurred in any direction, consent, waiver or other action under this Indenture, Debentures which are owned by the Company or any other obligor on the Debentures or any Affiliate
of the Company or any other obligor on the Debentures shall be disregarded and deemed not to be outstanding for the purpose of any such determination;  provided that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action,
only Debentures which a Responsible Officer knows are so owned shall be so disregarded. Debentures so owned which have been pledged in good faith may be regarded as outstanding for the purposes of
this Section 10.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Debentures and that the pledgee is not the Company, any other obligor on
the Debentures or any Affiliate of the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers' Certificate listing and identifying all Debentures, if any, known by the Company
to be owned or held by or for the account of any of the above described Persons, and, subject to Section 9.01, the Trustee shall be entitled to accept such Officers' Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Debentures not listed therein are outstanding for the purpose of any such determination. 


        Section 10.05. Revocation Of Consents, Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 10.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Debentures specified in this Indenture in connection with such
action, any holder of a Debenture which is shown by the evidence to be included in the Debentures the holders of which have consented to such action may, by filing written notice with the Trustee at
its Corporate Trust Office and upon proof of holding as provided in Section 10.02, revoke such action so far as concerns such Debenture. Except as aforesaid, any such action taken by the holder
of any Debenture shall be conclusive and binding upon such holder and upon all future holders and owners of such Debenture and of any Debentures issued in exchange or substitution therefor,
irrespective of whether any notation in regard thereto is made upon such Debenture or any Debenture issued in exchange or substitution therefor. 


ARTICLE 11

Meetings Of Debentureholders  


        Section 11.01. Purpose Of Meetings. A meeting of Debentureholders may be called at any time and from time
to time pursuant to the provisions of this Article 11 for any of the following purposes: 



        (1)   to
give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or to consent to the waiving of any default
or Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Debentureholders pursuant to any of the provisions of Article 8; 



        (2)   to
remove the Trustee and nominate a successor trustee pursuant to the provisions of Article 9; 


        (3)   to
consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 12.02; or 


        (4)   to
take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Debentures under any other provision of
this Indenture or under applicable law.

 




        Section 11.02. Call Of Meetings By Trustee. The Trustee may at any time call a meeting of Debentureholders to take any action
specified in Section 11.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Debentureholders, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant to Section 10.01, shall be mailed to holders of Debentures at
their addresses as they shall appear on the Debenture Register. Such notice shall also be mailed to the Company. Such notices shall be mailed not less than twenty (20) nor more than ninety
(90) days prior to the date fixed for the meeting. 


        Any
meeting of Debentureholders shall be valid without notice if the holders of all Debentures then outstanding are present in person or by proxy or if notice is waived before or after
the meeting by the holders of all Debentures outstanding, and if the Company and the Trustee are either present by duly authorized representatives or have, before or after the meeting, waived notice. 


        Section 11.03. Call Of Meetings By Company Or Debentureholders. In case at any time the Company, pursuant to a resolution of its
Board of Directors, or the holders of at least ten percent (10%) in aggregate principal amount of the Debentures then outstanding, shall have requested the Trustee to call a meeting of
Debentureholders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within twenty
(20) days after receipt of such request, then the Company or such Debentureholders may determine the time and the place for such meeting and may call such meeting to take any action authorized
in Section 11.01, by mailing notice thereof as provided in Section 11.02. 


        Section 11.04. Qualifications For Voting. To be entitled to vote at any meeting of Debentureholders a person shall (a) be a
holder of one or more Debentures on the record date pertaining to such meeting or (b) be a person appointed by an instrument in writing as proxy by a holder of one or more Debentures on the
record date pertaining to such meeting. The only persons who shall be entitled to be present or to speak at any meeting of Debentureholders shall be the persons entitled to vote at such meeting and
their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 


        Section 11.05. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Debentureholders, in regard to proof of the holding of Debentures and of the appointment of proxies, and in regard to the appointment and duties
of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think
fit. 


        The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders as provided
in Section 11.03, in which case the Company or the Debentureholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the holders of a majority in principal amount of the Debentures represented at the meeting and entitled to vote at the meeting. 



        Subject
to the provisions of Section 10.04, at any meeting each Debentureholder or proxyholder shall be entitled to one vote for each $1,000 principal amount of Debentures held or
represented by him; provided that no vote shall be cast or counted at any meeting in respect of any Debenture challenged as not outstanding and ruled by
the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Debentures held by him or instruments in writing as aforesaid duly
designating him as the proxy to vote on behalf of other Debentureholders. Any meeting of Debentureholders duly called pursuant to the provisions of Section 11.02 or 11.03 may be adjourned from
time to time by the holders of a majority of the

 
aggregate principal amount of Debentures represented at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. 


        Section 11.06. Voting. The vote upon any resolution submitted to any meeting of Debentureholders shall be by written ballot on
which shall be subscribed the signatures of the holders of Debentures or of their representatives by proxy and the outstanding principal amount of the Debentures held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Debentureholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 11.02. The record shall show the principal amount of the
Debentures voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates
shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. 


        Any
record so signed and verified shall be conclusive evidence of the matters therein stated. 


        Section 11.07. No Delay Of Rights By Meeting. Nothing contained in this Article 11 shall be deemed or construed to authorize
or permit, by reason of any call of a meeting of Debentureholders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or
rights conferred upon or reserved to the Trustee or to the Debentureholders under any of the provisions of this Indenture or of the Debentures. 


ARTICLE 12

Supplemental Indentures  


        Section 12.01. Supplemental Indentures Without Consent of Debentureholders. The Company, when authorized by
the resolutions of the Board of Directors, and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: 



        (a)   make
provision with respect to the conversion rights of the holders of Debentures pursuant to the requirements of Section 16.06 and the repurchase obligations of
the Company pursuant to the requirements of Section 3.05(f); 


        (b)   subject
to Article 4, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Debentures, any property or assets; 


        (c)   to
evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and
obligations of the Company pursuant to Article 13; 


        (d)   to
add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit
of the holders of Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default
permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such
additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the
case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;

 


        (e)   to
provide for the issuance under this Indenture of Debentures in coupon form (including Debentures registrable as to principal only) and to provide for exchangeability
of such Debentures with the Debentures issued hereunder in fully registered form and to make all appropriate changes for such purpose; 


        (f)    to
cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other
provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture that shall not materially adversely affect
the interests of the holders of the Debentures; 


        (g)   to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures; 


        (h)   to
modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust
Indenture Act, or under any similar federal statute hereafter enacted; or 



        (i)    make
other changes to the Indenture or forms or terms of the Debentures, provided no such change individually or in the aggregate with all other such changes has or will
have a material adverse effect on the interests of the Debentureholders. 


        Upon
the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of
any supplemental indenture, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations
that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any
supplemental indenture that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. 


        Any
supplemental indenture authorized by the provisions of this Section 12.01 may be executed by the Company and the Trustee without the consent of the holders of any of the
Debentures at the time outstanding, notwithstanding any of the provisions of Section 12.02. 


        Notwithstanding
any other provision of the Indenture or the Debentures, the Registration Rights Agreement and the obligation to pay Liquidated Damages thereunder may be amended, modified
or waived in accordance with the provisions of the Registration Rights Agreement. 


        Section 12.02. Supplemental Indenture With Consent Of Debentureholders. With the consent (evidenced as provided in
Article 10) of the holders of at least a majority in aggregate principal amount of the Debentures at the time outstanding, the Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures;  provided that no such supplemental indenture
shall (i) extend the fixed maturity of any Debenture, or reduce the rate or extend the time of
payment of interest, or Liquidated Damages, if any, thereon, or reduce the principal amount thereof or reduce any amount payable upon redemption or repurchase thereof, or impair the right of any
Debenture holder to institute suit for the payment thereof, or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Debentures, or change the
obligation of the Company to redeem any Debenture on a redemption date in a manner adverse to the holders of the Debentures, or change the obligation of the Company to repurchase any Debenture upon
the happening of a Designated Event in a manner adverse to the holder of the Debentures, or change the obligation of the Company to repurchase any Debenture on a Repurchase Date in a manner adverse to

 
the holder of the Debentures, or impair the right to convert the Debentures into Common Stock subject to the terms set forth in the Indenture, including Section 16.06 thereof, or modify the
subordination provisions of the Indenture in a material respect in a manner adverse to the holder of the Debentures without the consent of the holder of each Debenture so affected, or modify any of
the provisions of Section 12.02 or Section 8.07 thereof, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived
without the consent of the holder of each Debenture so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in
Section 6.01 thereof, or reduce the quorum or voting requirements set forth in Article 11 or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required
to consent to any such supplemental indenture, without the consent of the holders of all Debentures then outstanding. 


        Upon
the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture. 


        It
shall not be necessary for the consent of the Debentureholders under this Section 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof. 


        Section 12.03. Effect Of Supplemental Indenture. Any supplemental indenture executed pursuant to the provisions of this
Article 12 shall comply with the Trust Indenture Act, as then in effect, provided that
this Section 12.03 shall not require such supplemental indenture or the Trustee to be qualified under the Trust Indenture Act prior to the time such qualification is in fact required under the
terms of the Trust Indenture Act or the Indenture has been qualified under the Trust Indenture Act, nor shall it constitute any admission or acknowledgment by any party to such supplemental indenture
that any such qualification is required prior to the time such qualification is in fact required under the terms of the Trust Indenture Act or the Indenture has been qualified under the Trust
Indenture Act. Upon the execution of any supplemental indenture pursuant to the provisions of this Article 12, this Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitation of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Debentures shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to
be part of the terms and conditions of this Indenture for any and all purposes. 


        Section 12.04. Notation On Debentures. Debentures authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article 12 may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee
shall so determine, new Debentures so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental
indenture may, at the Company's expense, be prepared and executed by the Company, authenticated by the Trustee (or an authenticating agent duly appointed by the Trustee pursuant to
Section 17.10) and delivered in exchange for the Debentures then outstanding, upon surrender of such Debentures then outstanding. 


        Section 12.05. Evidence Of Compliance Of Supplemental Indenture To Be Furnished To Trustee. Prior to entering into any supplemental
indenture, the Trustee shall be provided with an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant


 
hereto complies with the requirements of this Article 12 and is otherwise authorized or permitted by this Indenture. 


ARTICLE 13

Consolidation, Merger, Sale, Conveyance And Lease  


        Section 13.01. Company May Consolidate On Certain Terms. Subject to the provisions of
Section 13.02, the Company shall not consolidate or merge with or into any other Person or Persons (whether or not affiliated with the Company), nor shall the Company or its successor or
successors be a party or parties to successive consolidations or mergers, nor shall the Company sell, convey, transfer or lease the property and assets of the Company substantially as an entirety, to
any other Person (whether or not affiliated with the Company), unless: (i) the Company is the surviving Person, or the resulting, surviving
or transferee Person is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (ii) upon any such consolidation,
merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest on all of the Debentures, according to their tenor and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed
and delivered to the Trustee by the Person (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person that shall have acquired or
leased such property, and such supplemental indenture shall provide for the applicable conversion rights set forth in Section 16.06; and (iii) immediately after giving effect to the
transaction described above, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing. 


        Section 13.02. Successor To Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon
the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of
and interest on all of the Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, 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. Such successor Person thereupon may cause to be signed, and may issue either
in its own name or in the name of CIBER, 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, 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 13 may be dissolved, wound up and liquidated at any time thereafter and such Person
shall be released from its liabilities as obligor and maker of the Debentures and from its obligations under this Indenture. 


        In
case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Debentures thereafter to be
issued as may be appropriate.

 


        Section 13.03. Opinion Of Counsel To Be Given 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 Article 13. 


ARTICLE 14

Satisfaction And Discharge Of Indenture  


        Section 14.01. Discharge Of Indenture. When (a) the Company shall deliver to the Trustee for
cancellation all Debentures theretofore authenticated (other than any Debentures that have been destroyed, lost or stolen and in lieu of or in substitution for which other Debentures shall have been
authenticated and delivered) and not theretofore canceled, or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption,
and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Debentures (other than any Debentures that shall have been mutilated,
destroyed, lost or stolen and in lieu of or in substitution for which other Debentures shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for
cancellation, including principal and interest due or to become due to such date of maturity or redemption date, as the case may be, accompanied by a verification report, as to the sufficiency of the
deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of
Debentures, (ii) rights hereunder of Debentureholders to receive payments of principal and interest on, the Debentures and the other rights, duties and obligations of Debentureholders, as
beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written
demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 9.02 and at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the
Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debentures. 


        Section 14.02. Deposited Monies To Be Held In Trust By Trustee. Subject to Section 14.04 and the subordination provisions in
Article 4, all monies deposited with the Trustee pursuant to Section 14.01, shall be held in trust for the sole benefit of the Debentureholders, and such monies shall be applied by the
Trustee to the payment, either directly or through any paying agent (including the Company if acting as its own paying agent), to the holders of the particular Debentures for the payment or redemption
of which such monies have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest. 


        Section 14.03. Paying Agent To Repay Monies Held. Upon the satisfaction and discharge of this Indenture, all monies then held by
any paying agent of the Debentures (other than the Trustee) shall, upon written request of the Company, be repaid to it or paid to the Trustee, and thereupon such paying agent shall be released from
all further liability with respect to such monies. 


        Section 14.04. Return Of Unclaimed Monies. Subject to the requirements of applicable law, any monies deposited with or paid to the
Trustee for payment of the principal or interest on Debentures and not applied but remaining unclaimed by the holders of Debentures for two years after the date upon which the principal of or
interest on such Debentures, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on demand and all liability of the Trustee

 
shall thereupon cease with respect to such monies; and the holder of any of the Debentures shall thereafter look only to the Company for any payment that such holder may be entitled to collect unless
an applicable abandoned property law designates another Person. 


        Section 14.05. Reinstatement. If the Trustee or the paying agent is unable to apply any money in accordance with
Section 14.02 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 Section 14.01 until such time as the Trustee or the paying agent is permitted to apply
all such money in accordance with Section 14.02; provided that if the Company makes any payment of interest on or principal of any Debenture
following the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money held by the Trustee or paying
agent. 


ARTICLE 15

Immunity Of Incorporators, Stockholders, Officers And Directors  


        Section 15.01. Indenture And Debentures Solely Corporate Obligations. No recourse for the payment of the
principal of or interest on any Debenture, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this
Indenture or in any supplemental indenture or in any Debenture, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent,
officer, director or subsidiary, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; 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. 


ARTICLE 16

Conversion Of Debentures  


        Section 16.01. Right To Convert. (a) Subject to and upon compliance with the provisions of this
Indenture, prior to December 15, 2023, the holder of any Debenture shall have the right, at such
holder's option, to convert the principal amount of the Debenture, or any portion of such principal amount which is a multiple of $1,000, into fully paid and non-assessable shares of
Common Stock (as such shares shall then be constituted) at the Conversion Rate in effect at such time, by surrender of the Debenture so to be converted in whole or in part, together with any required
funds, under the circumstances described in this Section 16.01 and in the manner provided in Section 16.02. The Debentures shall be convertible only upon the occurrence of one of the
following events: 



        (i)    during
any Fiscal Quarter commencing after December 31, 2003, if the Closing Sale Price exceeds 120% of the Conversion Price in effect 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 (it being understood for purposes of this
Section 16.01(a)(i) that the Conversion Price in effect at the close of business on each of the 30 consecutive Trading Days should be used); 


        (ii)   during
the five Business Day period after any five consecutive Trading Day period immediately following any ten consecutive Trading Day period (the
"Measurement Period") in which the Trading Price per $1,000 principal amount of the Debentures for each day of such five Trading Day period was less
than 98% of the product of the Closing Sale Price and the number of shares of Common Stock issuable upon conversion of $1,000 principal amount of the Debentures;  provided that the Debentures shall not
be convertible pursuant to this clause (ii) after June 15, 2018, on any Trading Day during
the Measurement Period if the Closing Sale Price of the Common Stock is between 100% and 120% of the Conversion Price. 










  



        (iii)  if
such Debenture has been called for redemption, at any time on or after the date the notice of redemption has been given until the close of business on the Business
Day immediately preceding the redemption date; or 


        (iv)  as
provided in Section (b) of this Section 16.01. 




        The
Company (or other conversion agent appointed by the Company) shall determine on a daily basis during the time period specified in Section 16.01(a)(i) whether the
Debentures shall be convertible as a result of the occurrence of an event specified in clause (i) above. Whenever the Debentures shall become convertible pursuant to this
Section 16.01, 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 17.03, and the Company shall also publicly announce such information and publish it on the Company's web site. Any notice so given shall be conclusively presumed to
have been duly given, whether or not the holder receives such notice. 


        The
Trustee (or other conversion agent appointed by the Company) shall have no obligation to determine the Trading Price under this Section 16.01 unless the Company has requested
such a determination; and the Company shall have no obligation to make such request unless a holder provides it with reasonable evidence that the Trading Price per $1,000 principal amount of
Debentures would be less than 98% of the product of the Closing Sale Price and the number of shares of Common Stock issuable upon conversion of $1,000 principal amount of Debentures. If such evidence
is provided, the Company shall instruct the Trustee (or other conversion agent) to determine the Trading Price at the expense of the Company of the Debentures beginning on the next Trading Day and on
each successive Trading Day until the Trading Price per $1,000 principal amount of Debentures is greater than or equal to 98% of the product of the Closing Sale Price and the number of shares issuable
upon conversion of $1,000 principal amount of the Debentures; provided that the Trustee shall be under no duty or obligation to make the calculations
described in Section 16.01(a)(ii) hereof or to determine whether the Debentures are convertible pursuant to such section. For the avoidance of doubt, the Company shall make the
calculations described in Section 16.01(a)(ii), using the Trading Price provided by the Trustee. 


        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 16.01(a)(ii) hereof (including without limitation the calculation or determination of the Conversion Price, the Closing Sales 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 16.01; provided,
however, that nothing herein shall be construed to relieve the Trustee of its duties pursuant to Section 16.01(a)(ii) hereof. 


        (b)   In
addition, if: 



        (i)    (A) the
Company distributes to all holders of its Common Stock rights or warrants entitling them (for a period expiring within 45 days of the record date
for the determination of the stockholders entitled to receive such distribution) to subscribe for or purchase shares of Common Stock, at a price per share less than the average of the Closing Sale
Price for the five Trading Days immediately preceding, but not including, the date such distribution is first publicly announced by the Company, or (B) the Company distributes to all holders of
its Common Stock, cash or other assets, debt securities or rights to purchase its securities, where the Fair Market Value of such distribution per share of Common Stock exceeds 5% of the Closing Sale
Price on the Trading Day immediately preceding the date such distribution is first publicly announced by the Company, then, in either case, the Debentures may be surrendered for conversion at any time
on and after the date that the Company gives notice to the holders of such distribution, which shall be not less than 20 days prior to the Ex-Dividend Time for such distribution,
until the earlier of the close of business on the Business Day immediately preceding, but not including, the Ex-Dividend Time or

 
the date the Company publicly announces that such distribution will not take place; provided that no adjustment to the Conversion Price or the ability
of a holder of a Debenture to convert will be made if the holder will otherwise participate in such distribution without conversion; or 



        (ii)   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 pursuant to which the Company's Common Stock is converted into cash, securities or other property, then the Debentures may be
surrendered for conversion at any time from and after the date fifteen (15) days prior to the anticipated effective date of the transaction and ending on and including the date fifteen
(15) days after the consummation of the transaction (or if such merger, consolidation or share exchange also constitutes a Fundamental Change, until the corresponding Designated Event
Repurchase Date). 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 web site not later than two Business Days prior to such 15th day. 




        "Ex-Dividend Time" means, with respect to any distribution on shares of Common Stock, the first date on which the shares of
Common Stock trade regular way on the principal securities market on which the shares of Common Stock are then traded without the right to receive such distribution. 



        (c)   A
Debenture in respect of which a holder is electing to exercise its option to require redemption upon a Designated Event pursuant to Section 3.05 or repurchase
pursuant to Section 3.06 may be converted only if such holder withdraws its election in accordance with Section 3.05(b) or Section 3.08, respectively. 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 16. 


        Section 16.02. Conversion Procedures. To convert a Debenture, a holder must (a) complete and manually sign the Conversion
Notice or a facsimile of the Conversion Notice on the back of the Debenture and deliver such notice to the Conversion Agent, (b) surrender the Debenture to a Conversion Agent,
(c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if
required, pay funds equal to the interest payable on the next interest payment date. In the case of a Global Debenture, the holder must comply with clauses (c)-(e) in the previous sentence and
the Conversion Notice shall be completed by a DTC participant on behalf of the beneficial holder. The date, within the time periods set forth in Section 16.01, on which the holder satisfies all
of those requirements is the "Conversion Date." Within two Business Days following the Conversion Date, the Company shall deliver to the holder, through
the Trustee, written notice of whether such Debentures shall be converted into Common Stock or paid in cash or a combination of cash and Common Stock (unless the Company shall have already done so
pursuant to a notice of repurchase pursuant to Section 3.07 in respect of a Conversion Date occurring before the Repurchase Date set forth in such notice). 


        If
the Company shall have notified the holder that all of such Debentures shall be converted into Common Stock, the Company shall deliver to the holder through the Conversion Agent, no
later than the fifth Business Day following such Conversion Date, a certificate for the number of whole shares of Common Stock issuable upon conversion and cash in lieu of any fractional shares
pursuant to Section 16.03. If the Company shall have notified the holder that all of such Debentures shall be converted into a combination of cash and Common Stock, the Company shall deliver to
the holder through the Conversion Agent, no later than the third Business Day following the date on which the Applicable Stock Price is determined, a certificate for the number of whole shares of
Common Stock issuable upon the conversion and, if applicable, cash in lieu of such Common Stock and cash in lieu of any fractional shares pursuant to Section 16.03. Except as otherwise provided
in this Article 16, if the Company shall have notified the holder that all or a portion of such Debenture shall be paid solely in

 
cash, the Company shall deliver to the holder surrendering such Debenture the amount of cash per Debenture (or a portion of a Debenture) equal to the Applicable Stock Price multiplied by the
Conversion Rate in effect with respect to such Conversion Date no later than the third Business Day following the date on which the Applicable Stock Price is determined. 


        Except
as otherwise provided in this Article 16, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Debenture once the
Company has notified the holder in accordance with this paragraph. Anything herein to the contrary notwithstanding, in the case of Global Debentures, Conversion Notices may be delivered and such
Debentures may be
surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time. The Person in whose name the Common Stock certificate is registered shall be
deemed to be a shareholder of record at the close of business on the date on which the Applicable Stock Price is determined with respect to the applicable Conversion Date;  provided, however, that if any
such date is a date when the stock transfer books of the Company are closed, such Person shall be deemed a shareholder of
record as of the next date on which the stock transfer books of the Company are open. 



        No
payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 16. On conversion of a
Debenture, except for conversion during the period from the close of business on any record date immediately preceding any interest payment date to the close of business on the Business Day
immediately preceding such interest payment date, in which case the holder on such record date shall receive the interest payable on such interest payment date, that portion of accrued and unpaid
interest on the converted Debenture attributable to the period from the most recent interest payment date (or, if no interest payment date has occurred, from the Issue Date) through the Conversion
Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of the Common Stock (together with the cash payment, if
any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, in exchange for the Debenture being converted pursuant to the provisions hereof, and the fair
market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, shall be treated as
issued, to the extent thereof, first in exchange for accrued and unpaid interest accrued through the Conversion Date and the balance, if any, of such fair market value of such Common Stock (and any
such cash payment), or cash in lieu thereof, shall be treated as issued in exchange for the principal amount of the Debenture being converted pursuant to the provisions hereof. 



        If
a holder converts more than one Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of
Debentures converted. 


        Upon
surrender of a Debenture that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the holder, a new Debenture equal in principal
amount to the principal amount of the unconverted portion of the Debenture surrendered. 


        Debentures
or portions thereof surrendered for conversion during the period from the close of business on any record date immediately preceding any interest payment date to the close of
business on the Business Day immediately preceding such interest payment date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to
the Company, of an amount equal to the interest payable on such interest payment date with respect to the principal amount of Debentures or portions thereof being surrendered for conversion;  provided
that no such payment need be made if (1) the Company has specified a Redemption Date that occurs during the period from the close of
business on a record date to the close of business on the Business Day immediately preceding the interest payment date to which such record date relates, (2) the

 
Company has specified a Designated Event Redemption Date during such period or (3) only to the extent of overdue interest, any overdue interest exists on the Conversion Date with respect to the
Debentures converted. 


        The
holders' rights to convert Debentures into Common Stock are subject to the Company's right to elect instead to pay each such holder the amount of cash determined pursuant to this
Article (or an equivalent amount in a combination of cash and shares of Common Stock), in lieu of delivering such Common Stock; provided,
however, that if an Event of Default (other than a default in a cash payment upon conversion of the Debentures) shall have occurred and be continuing, the Company shall deliver
Common Stock in accordance with this Article, whether or not the Company has delivered a notice pursuant to this Section 16.02 to the effect that the Debentures would be paid in cash or a
combination of cash and Common Stock. 


        Section 16.03. 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 at the current market price thereof to
the holder of Debentures. The current market price of a share of Common Stock shall be the Closing Sale Price on the last Trading Day immediately preceding the day on which the Debentures (or
specified portions thereof) are deemed to have been converted. 


        Section 16.04. Conversion Rate. Each $1,000 principal amount of the Debentures shall be convertible into the number of shares of
Common Stock specified in the form of Debenture (herein called the "Conversion Rate") attached as Exhibit A hereto, subject to adjustment as
provided in this Article 16. Notwithstanding the foregoing, if on any Conversion Date, the Company is required to pay Liquidated Damages pursuant to the Registration Rights Agreement, and the
Company elects to deliver solely shares of Common Stock with respect to such conversion in accordance with Section 16.02, the Conversion Rate shall be multiplied by 1.03. 


        Section 16.05. 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 hereafter pay a dividend or make a distribution to all holders of the outstanding Common Stock in shares of Common Stock, the Conversion Rate
shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the date following the date fixed for the determination
of stockholders entitled to receive such dividend or other distribution by a fraction, 



        (i)    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 



        (ii)   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 16.05(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 the Company shall issue rights or warrants to all holders of its outstanding shares of Common Stock entitling them (for a period expiring within
forty-five (45) days after the date fixed for determination of stockholders entitled to receive such rights or warrants) to subscribe for or purchase shares of Common Stock at a
price per share less than the average of the Closing Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution is first publicly announced by the
Company, 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, 



        (i)    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 



        (ii)   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 a price equal to the
average of the Closing Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution is first publicly announced by the Company. 




        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. 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 a price equal to the average of the Closing Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such
distribution is first publicly announced by the Company, 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. 


        (c)   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. 


        (d)   In
case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock shares of any class of capital stock of the Company or evidences of
its indebtedness or assets (including securities, but excluding any rights or warrants referred to in Section 16.05(b), and excluding any dividend or distribution (x) paid exclusively in
cash or (y) referred to in Section 16.05(a) (any of the foregoing hereinafter in this Section 16.05(d)) called the
"Securities")), then, in each such case

 
(unless the Company elects to reserve such Securities for distribution to the Debentureholders upon the conversion of the Debentures so that any such holder converting Debentures will receive upon
such conversion, in addition to the shares of Common Stock to which such holder is entitled, the amount and kind of such Securities which such holder would have received if such holder had converted
its Debentures into Common Stock immediately prior to the Record Date) 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, 



        (i)    the
numerator of which shall be the Current Market Price on such Record Date; and 


        (ii)   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 Securities 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 Securities 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 Debentureholder shall have the right to receive upon conversion the amount of Securities such holder would have received had
such holder converted each Debenture on 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. If the Board of Directors determines the fair market value of any distribution for purposes of this
Section 16.05(d) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in
computing the Current Market Price on the applicable Record Date. 


        Notwithstanding
the foregoing, if the Securities distributed by the Company to all holders of its Common Stock consist of capital stock of, or similar equity interests in, a Subsidiary
or other business unit, 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, 



        (i)    the
numerator of which shall be the sum of (A) the average of the Closing Sale Prices of the Common Stock for the ten (10) Trading Days commencing on and
including the fifth Trading Day after the date on which "ex-dividend trading" commences for such dividend or distribution on the New York Stock Exchange or such other national or regional
exchange or market which such securities are then listed or quoted (the "Ex-Dividend Date") plus (B) the fair market value of the
securities distributed in respect of each share of Common Stock for which this Section 16.05(d) applies and shall equal the number of securities distributed in respect of each share of
Common Stock multiplied by the average of the closing sale prices of those securities distributed for the ten (10) Trading Days commencing on and including the fifth Trading Day after the
Ex-Dividend Date; and 


        (ii)   the
denominator of which shall be the average of the Closing Sale Prices of the Common Stock for the ten (10) Trading Days commencing on and including the fifth
Trading Day after the Ex-Dividend Date, 




such
adjustment to become effective immediately prior to the opening of business on the day following such Record Date; provided that the Company may in
lieu of the foregoing adjustment make adequate provision so that each Debentureholder shall have the right to receive upon conversion the amount of Securities such holder would have received had such
holder converted each Debenture on the Record Date with respect to such distribution.

 


        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 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 16.05 (and no adjustment to the Conversion Rate under this Section 16.05 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 16.05(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 16.05 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 16.05(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 16.05(d) and Section 16.05(a) and (b), any dividend or distribution to which this Section 16.05(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 16.05(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 16.05(a) and 16.05(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 16.05(a) and
16.05(b) and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed "outstanding at the close of business on the date fixed for such determination"
within the meaning of Section 16.05(a). 


        (e)   In
case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash, then, in such case, 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 close of business on such record date by a fraction, 



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



        (ii)   the
denominator of which shall be the Current Market Price on such record date less the amount of cash so distributed (and not excluded as provided above) 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 Debentureholder shall have the right to receive upon conversion the amount of cash such holder would have received had such holder converted each Debenture on 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. If any adjustment is required to be made as set forth in this Section 16.05(e) as a result of a distribution that is a quarterly dividend, such adjustment shall be based upon
the amount by which such distribution exceeds the amount of the quarterly cash dividend permitted to be excluded pursuant hereto. If an adjustment is required to be made as set forth in this
Section 16.05(e) above as a result of a distribution that is not a quarterly dividend, such adjustment shall be based upon the full amount of the distribution. 



        (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 aggregate consideration in an amount that, together with the aggregate amount of any cash and other consideration paid
in respect of any tender or exchange offer concluded within the preceding 12 months preceding the date of the Expiration Time has 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 5% the average Closing Sale Price of a share of Common Stock on the ten Trading Days
immediately preceding the Expiration Time multiplied by the average number of shares of Common Stock then outstanding, 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, 



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


        (ii)   the
denominator of which shall be the number of shares of Common Stock outstanding (including any tendered or exchanged 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)   For
purposes of this Section 16.05, the following terms shall have the meaning indicated: 



        (i)    "Current Market Price" shall mean the average of the daily Closing Sale Prices per share of Common Stock for the ten
consecutive Trading Days selected by the Company commencing no more than 30 Trading Days before and ending not later than the earlier of such date of determination and the day before the
"ex" date with respect to the issuance, distribution, subdivision or combination requiring such computation immediately prior to the date in question.
For purpose of this paragraph, the term "ex" date, (1) when used with respect to any issuance or distribution, means the first date on which the
Common Stock trades, regular way, on the relevant exchange or in the relevant market from which the Closing Sale Price was obtained without the right to receive such issuance or distribution, and
(2) when used with respect to any subdivision or combination of shares of Common Stock, means the first date on which the Common Stock trades, regular way, on such exchange or in such market
after the time at which such subdivision or combination becomes effective. 


If
another issuance, distribution, subdivision or combination to which Section 16.05 applies occurs during the period applicable for calculating "Current Market
Price" pursuant to the definition in the preceding paragraph, "Current Market Price" shall be calculated for such period in a
manner determined by the Board of Directors to reflect the impact of such issuance, distribution, subdivision or combination on the Closing Sale Price of the Common Stock during such period. 


        (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" shall mean (x) if the applicable security is quoted on the Nasdaq National Market, a day on which
trades may be made thereon or (y) if the applicable security is listed or admitted for trading on the New York Stock Exchange or another national securities exchange, a day on which the New
York Stock Exchange or another national securities exchange is open for business or (z) if the applicable security is not so listed, admitted for trading or quoted, any day other than a
Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. 




        (h)   The
Company may make such increases in the Conversion Rate, in addition to those required by Section 16.05(a), (b), (c), (d), (e) or (f) 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 twenty
(20) 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
at least fifteen

 
(15) days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect. 



        (i)    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;  provided that any adjustments that by reason
of this Section 16.05(i) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Article 16 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. To the extent the Debentures become convertible into cash, assets,
property or securities (other than capital stock of the Company), no adjustment need be made thereafter as to the cash, assets, property or such securities. Interest will not accrue on any cash into
which the Debentures are convertible. 


        (j)    Whenever
the Conversion Rate is adjusted as herein provided, 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 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 Debenture at his last address appearing on the
Debenture Register provided for in Section 2.05 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or
validity of any such adjustment. 


        (k)   In
any case in which this Section 16.05 provides that an adjustment shall become effective immediately after (1) a record date or Record Date for an event,
(2) the date fixed for the determination of stockholders entitled to receive a dividend or distribution pursuant to Section 16.05(a), (3) a date fixed for the determination of
stockholders entitled to receive rights or warrants pursuant to Section 16.05(b), or (4) the Expiration Time for any tender or exchange offer pursuant to Section 16.05(f) (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 Debenture converted after such Determination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities
issuable upon such conversion by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and
(y) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 16.03. For purposes of this Section 16.05(k), the term "Adjustment
Event" shall mean: 



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


        (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. 










   
        (l)    For purposes of this Section 16.05, 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. 


        Section 16.06. Effect Of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely
(i) any reclassification or change of the outstanding shares of Common Stock (other than a subdivision or combination to which Section 16.05(c) applies), (ii) any
consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other
Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common
Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force
at the date of execution of such supplemental indenture) providing that each Debenture shall be convertible into the kind and amount of shares of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of
such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Debentures) immediately prior to such reclassification, change,
consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or
other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance
(provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purposes of this Section 16.06 the kind and amount of stock, other securities or other property
or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind
and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article 16. 


        The
Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at its address appearing on the Debenture Register provided for
in Section 2.05 of this Indenture, within twenty (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 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. 


        If
this Section 16.06 applies to any event or occurrence, Section 16.05 shall not apply. 


        Section 16.07. Taxes On Shares Issued. The issue of stock certificates on conversions of Debentures shall be made without charge to
the converting Debentureholder 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 Debenture converted, and the Company shall not be required to issue or
deliver any such stock certificate unless and until the Person or Persons

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


        Section 16.08. 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 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 Debenture; 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 16.09. 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 securities or property, which may at any time be
issued or delivered upon the conversion of any Debenture; 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
Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 16. 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 16.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their

 
Debentures after any event referred to in such Section 16.06 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 16.10.
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 16.05; or 


        (b)   the
Company shall authorize the granting to the holders of all or substantially all of its Common Stock of rights or warrants to subscribe for or purchase any share of
any class or any other rights or warrants; 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 Debenture Register provided for in Section 2.05 of this
Indenture, as promptly as possible but in any event at least ten (10) 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, 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 16.11. Stockholder Rights Plans. If the rights (the "Rights") provided for
in the Company's stockholder rights agreement dated August 31, 1998, as amended, or 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 if the Company distributed to all holders of Common Stock shares of the Company's capital stock, evidences of indebtedness or assets
(including securities but excluding rights or warrants to purchase Common Stock issued to all holders of Common Stock, Common Stock issued as a dividend or distribution on Common Stock and cash
distributions), subject to readjustment in the event of the expiration, termination or redemption of the rights. In lieu of any such adjustment, the Company may amend such applicable stockholder
rights agreement to provide that upon conversion of the debentures the holders will receive, in addition to the Common Stock Issuable upon such conversion, the rights which would have attached to such
Common Stock if the rights had not become separated from the Common Stock under such applicable stockholder rights agreement.

 


        Section 16.12. Issuer Determination Final. Any determination that the Company or Board of Directors of the Company must make
pursuant to Section 16.01, Section 16.02, Section 16.03, Section 16.04, Section 16.05 or Section 16.06 shall, absent manifest error, be conclusive. 


ARTICLE 17

Miscellaneous Provisions  


        Section 17.01. Provisions Binding On Company's Successors. All the covenants, stipulations, promises and
agreements by the Company contained in this Indenture shall bind its successors and assigns whether so expressed or not. 


        Section 17.02. Official Acts By Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any Person
that shall at the time be the lawful sole successor of the Company. 


        Section 17.03. Addresses For Notices, Etc. Any notice or demand which by any provision of this Indenture is required or permitted
to be given or served by the Trustee or by the holders of Debentures on the Company shall be deemed to have been sufficiently given or made, for all purposes, if given or served by being deposited
postage prepaid by registered or certified mail in a post office letter box or sent by telecopier transmission addressed as follows: to CIBER, Inc., 5251 DTC Parkway, Suite 1400,
Greenwood Village, CO 80111, Telecopier No.: 303-267-3899, Attention: David G. Durham. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed
to have been sufficiently given or made, for all purposes, if given or served by being deposited, postage prepaid, by registered or certified mail in a post office letter box or sent by telecopier
transmission addressed as follows: Wells Fargo Bank Minnesota, National Association, 213 Court Street, Suite 703, Middletown, CT 06457, Telecopier No.: (860) 704-6219,
Attention: Corporate Trust Services. 


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



        Any
notice or communication mailed to a Debentureholder shall be mailed to him by first class mail, postage prepaid, at his address as it appears on the Debenture Register and shall be
sufficiently given to him 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 17.04. Governing Law. This Indenture and each Debenture shall be deemed to be a contract made under the laws of the State
of New York, and for all purposes shall be construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof. 


        Section 17.05. Evidence Of Compliance With Conditions Precedent, Certificates To Trustee. Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have
been complied with; provided, that with respect to matters of fact, an Opinion of Counsel may rely on an Officer's Certificate or a certificate of public officials. 


        Each
certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall
include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief

 
statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; (3) a statement that, in the
opinion of such person, 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 (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. 


        Section 17.06. Legal Holidays. In any case in which the date of maturity of interest on or principal of the Debentures or the
redemption or repurchase date of any Debenture will not be a Business Day, then payment of such interest on or principal of the Debentures need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of maturity or the redemption or repurchase date, and no interest shall accrue for the period from and after such date. 


        Section 17.07. Trust Indenture Act. This Indenture is hereby made subject to, and shall be governed by, the provisions of the Trust
Indenture Act required to be part of and to govern indentures qualified under the Trust Indenture Act; provided that unless otherwise required by law,
notwithstanding the foregoing, this Indenture and the Debentures issued hereunder shall not be subject to the provisions of subsections (a)(1), (a)(2), and (a)(3) of Section 314
of the Trust Indenture Act as now in effect or as hereafter amended or modified; provided further that this Section 17.07 shall not require this
Indenture
or the Trustee to be qualified under the Trust Indenture Act prior to the time such qualification is in fact required under the terms of the Trust Indenture Act, nor shall it constitute any admission
or acknowledgment by any party to the Indenture that any such qualification is required prior to the time such qualification is in fact required under the terms of the Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in an indenture qualified under the Trust Indenture Act, such required provision shall
control. 


        Section 17.08. No Security Interest Created. Nothing in this Indenture or in the Debentures, expressed or implied, shall be
construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction in which property of the Company or
its subsidiaries is located. 


        Section 17.09. Benefits Of Indenture. Nothing in this Indenture or in the Debentures, express or implied, shall give to any Person,
other than the parties hereto, any paying agent, any authenticating agent, any Debenture Registrar and their successors hereunder and the holders of Debentures any benefit or any legal or equitable
right, remedy or claim under this Indenture. 


        Section 17.10. Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf,
and subject to its direction, in the authentication and delivery of Debentures in connection with the original issuance thereof and transfers and exchanges of Debentures hereunder, including under
Sections 2.04, 2.05, 2.06, 2.07, 3.03 and 3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those
Sections to authenticate and deliver Debentures. For all purposes of this Indenture, the authentication and delivery of Debentures by the authenticating agent shall be deemed to be
authentication and delivery of such Debentures "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any
requirement hereunder or in the Debentures for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to
Section 9.09. 


        Any
corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or
conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating
agent hereunder, if such successor corporation is otherwise eligible under this Section 17.10, without the execution or filing

 
of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. 


        Any
authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any
authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any
time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of
the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Debentures as the names and addresses of such holders appear on the
Debenture Register. 


        The
Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Company and the
authenticating agent. 


        The
provisions of Sections 9.02, 9.03, 9.04 and 10.03 and this Section 17.10 shall be applicable to any authenticating agent. 


        Section 17.11. Execution In Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the same instrument. 



        Section 17.12. Severability. In case any provision in this Indenture or in the Debentures shall be invalid, illegal or
unenforceable, then (to the extent permitted by law) the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 


        Wells
Fargo Bank Minnesota, National Association hereby accepts the duties in this Indenture declared and provided, upon the terms and conditions herein above set forth. 


        Section 17.13. Table of Contents, Headings, Etc. The table of contents and the titles and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only, are not considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 




 


        IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed. 



	

 	
 	

CIBER, INC.
	

 	
 	

By:	
 	

/s/  DAVID G. DURHAM      
 Name: David G. Durham

Title: Senior Vice President, Chief Financial Officer and Treasurer
	

 	
 	

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee
	

 	
 	

By:	
 	

/s/  JOSEPH P. O'DONNELL      
 Name: Joseph P. O'Donnell

Title: Assistant Vice President











EXHIBIT A  


        [Include only for Global Debentures] 


        [UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY", WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREIN IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 


        [Include
only for Debentures that are Restricted Securities] 


        THIS
SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. 


        THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH CIBER, INC. (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER) OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE RIGHTS OF THE COMPANY AND THE WITHIN MENTIONED TRUSTEE PRIOR TO THE REGISTRATION OF ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (B), (C) OR (D) TO REQUIRE A DULY
COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH IS AVAILABLE FROM THE COMPANY OR THE TRUSTEE) AND IN THE CASE OF CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. 







CIBER, INC.  


 2.875% CONVERTIBLE SENIOR SUBORDINATED

DEBENTURE DUE 2023  


        CUSIP: 17163BAA0  



	

No.         	
 	

$                        





        CIBER, Inc.,
a corporation duly organized and validly existing under the laws of the State of Delaware (herein called the
"Company", which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received hereby promises to
pay to CEDE & CO. or its registered assigns,[the principal sum of                        DOLLARS] [the
principal sum set forth on Schedule I hereto](1) on December 15, 2023 at the office or agency of the Company maintained for that purpose in accordance with the terms
of the Indenture, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest,
semiannually on June 15 and December 15 of each year, commencing June 15, 2004, on said principal sum at said office or agency, in like coin or currency, at the rate per annum of
2.875%, from the June 15 or December 15, as the case may be, next preceding the date of this Debenture to which interest has been paid or duly provided for, unless the date hereof is a
date to which interest has been paid or duly provided for, in which case from the date of this Debenture, or unless no interest has been paid or duly provided for on the Debentures, in which case from
December 2, 2003 until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, if the date hereof is after any June 1 or December 1, as
the case may be, and before the following June 15 or December 15, this Debenture shall bear interest from such June 15 or December 15;  provided that if the Company shall default in
the payment of interest due on such June 15 or December 15, then this Debenture shall bear
interest from the next preceding June 15 or December 15 to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for on such Debenture, from
December 2, 2003. Except as otherwise provided in the Indenture, the interest payable on the Debenture pursuant to the Indenture on any June 15 or December 15 will be paid to the
Person entitled thereto as it appears in the Debenture Register at the close of business on the record date, which shall be the June 1 or December 1 (whether or not a Business Day) next
preceding such June 15 or December 15, as provided in the Indenture; provided that any such interest not punctually paid or duly provided
for shall be payable as provided in the Indenture. The Company shall pay interest (i) on any Debentures in certificated form by check mailed to the address of the Person entitled thereto as it
appears in the Debenture Register (provided that the holder of Debentures with an aggregate principal amount in excess of $2,000,000 shall, at the written election of such holder, be paid by wire
transfer of immediately available funds) or (ii) on any Global Debenture by wire transfer of immediately available funds to the account of the Depositary or its nominee. 




	(1)
	For
Global Notes only. 



        The
Company promises to pay interest on overdue principal and (to the extent that payment of such interest is enforceable under applicable law) interest at the rate of 1% per annum. 


        Reference
is made to the further provisions of this Debenture set forth on the reverse hereof, including, without limitation, provisions subordinating the payment of principal of and
interest on the Debentures to the prior payment in full of all Senior Indebtedness, as defined in the Indenture, and provisions giving the holder of this Debenture the right to convert this Debenture
into Common Stock of the Company 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 be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of the
State of New York, without regard to conflicts of laws principles thereof.




        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, the Company has caused this Debenture to be duly executed. 



	

 	

CIBER, INC.
	

 	

By:	

  












	

TRUSTEE'S CERTIFICATE OF AUTHENTICATION	
 	

 
	

This is one of the Debentures described in the within-named Indenture.	
 	

 
	

WELLS FARGO BANK MINNESOTA,

    NATIONAL ASSOCIATION, as Trustee	
 	

 
	

By:	

  
 Authorized Signatory	
 	

 
	

, or	
 	

 
	

By:	

  
 As Authenticating Agent

(if different from Trustee)	
 	

 





	

 	
 	

By:	

  
 Authorized Signatory	
 	

 











FORM OF REVERSE OF DEBENTURE  


 CIBER, INC.  


 2.875% CONVERTIBLE SENIOR SUBORDINATED DEBENTURE DUE 2023  


        This Debenture is one of a duly authorized issue of Debentures of the Company, designated as its 2.875% Convertible Senior Subordinated Debentures Due 2023
(herein called the "Debentures"), limited in aggregate principal amount to $175,000,000, issued and to be issued under and pursuant to an Indenture
dated as of December 2, 2003 (herein called the "Indenture"), between the Company and Wells Fargo Bank Minnesota, National Association, as
trustee (herein called the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debentures. 


        In
case an Event of Default shall have occurred and be continuing, the principal of and accrued interest on all Debentures may be declared by either the Trustee or the holders of not
less than 25% in aggregate principal amount of the Debentures then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture. 


        The
Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of at least a majority in aggregate principal amount of the Debentures at the
time outstanding, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or
modifying in any manner the rights of the holders of the Debentures; provided that no such supplemental indenture shall (i) extend the fixed
maturity of any Debenture, or reduce the rate or extend the time of payment of interest, or Liquidated Damages, if any, thereon, or reduce the principal amount thereof or reduce any amount payable
upon redemption or repurchase thereof, or impair the right of any Debenture holder to institute suit for the payment thereof, or make the principal thereof or interest thereon payable in any coin or
currency other than that provided in the Debentures, or change the obligation of the Company to redeem any Debenture on a redemption date in a manner adverse to the holders of the Debentures, or
change the obligation of the Company to repurchase any Debenture upon the happening of a Designated Event in a manner adverse to the holder of the Debentures, or change the obligation of the Company
to repurchase any Debenture on a Repurchase Date in a manner adverse to the holder of the Debentures, or impair the right to convert the Debentures into Common Stock subject to the terms set forth in
the Indenture, including Section 16.06 thereof, or modify the subordination provisions of the Indenture in a material respect in a manner adverse to the holder of the Debentures without the
consent of the holder of each Debenture so affected, or modify any of the provisions of Section 12.02 or Section 8.07 thereof, except to increase any such percentage or to provide that
certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each Debenture so affected, or change any obligation of the Company to maintain an office
or agency in the places and for the purposes set forth in Section 6.01 thereof, or reduce the quorum or voting requirements set forth in Article 11 or (ii) reduce the aforesaid
percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Debentures then outstanding. 



        Subject
to the provisions of the Indenture, the holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the
Debentures waive any past default or Event of Default under the Indenture and its consequences except (A) a default in the payment of interest, or the principal of, any of the Debentures,
(B) a failure by the Company to convert any Debentures into Common Stock of the Company (subject to the Company's right to deliver cash in lieu thereof under Section 16.02 of the
Indenture), (C) a default in the payment of the redemption price pursuant to Article 3 of the Indenture, (D) a default in the payment of the repurchase price pursuant to
Article 3 of the Indenture, or (E) a default in respect of a covenant or provisions of the Indenture which under Article 12 of the Indenture cannot be modified or amended without
the consent of the holders of each or all Debentures then outstanding or affected thereby. Any

such consent or waiver by the holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this
Debenture and any Debentures which may be issued in exchange or substitution hereof, irrespective of whether or not any notation thereof is made upon this Debenture or such other Debentures. 



        The
indebtedness evidenced by the Debentures is, to the extent and in the manner provided in the Indenture, expressly subordinated and subject in right of payment to the prior payment in
full of all Senior Indebtedness of the Company, whether outstanding at the date of the Indenture or thereafter incurred, and this Debenture is issued subject to the provisions of the Indenture with
respect to such subordination. Each holder of this Debenture, by accepting the same, agrees to and shall be bound by such provisions and authorizes the Trustee on its behalf to take such action as may
be necessary or appropriate to effectuate the subordination so provided and appoints the Trustee his attorney-in-fact for such purpose. 



        No
reference herein to the subordination provisions of the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and and interest on this Debenture at the place, at the respective times, at the rate and in the coin or currency herein prescribed. 


        Interest
on the Debentures shall be computed on the basis of a 360-day year of twelve 30-day months. 


        The
Debentures are issuable in fully registered form, without coupons, in denominations of $1,000 principal amount and any multiple of $1,000. At the office or agency of the Company
referred to on
the face hereof, and in the manner and subject to the limitations provided in the Indenture, without payment of any service charge but with payment of a sum sufficient to cover any tax, assessment or
other governmental charge that may be imposed in connection with any registration or exchange of Debentures, Debentures may be exchanged for a like aggregate principal amount of Debentures of any
other authorized denominations. 


        At
any time on or after December 20, 2008, but prior to December 15, 2010, the Debentures may be redeemed at the option of the Company, in whole or in part, if the Closing
Sale Price of the Company's Common Stock exceeds 130% of the Conversion Price for at least 20 trading days in any 30 consecutive trading day period ending on the last trading day of such
period. At any time on or after December 15, 2010 and prior to maturity, the Debentures may be redeemed at the option of the Company, in whole or in part. The Company may redeem the Debentures
upon mailing a notice of such redemption not less than 30 days but not more than 60 days before the redemption date to the holders of Debentures at their last registered addresses, all
as provided in the Indenture, at a redemption price equal to 100% of the principal amount of debentures being redeemed and accrued and unpaid interest, to, but excluding, the redemption date;  provided
that if the redemption date is on a June 15 or December 15, then the interest payable on such date shall be paid to the holder of
record on the preceding June 1 or December 1, respectively. 


        The
Company may not give notice of any redemption of the Debentures if a default in the payment of interest on the Debentures has occurred and is continuing. 


        The
Debentures are not subject to redemption through the operation of any sinking fund. 


        If
a Designated Event occurs at any time prior to maturity of the Debentures, the Debentures may be repurchased at the option of the holders of the Debentures on a Designated Event
Repurchase Date, not less than 20 nor more than 35 Business Days after notice thereof, at the option of the holder of this Debenture at a redemption price equal to 100% of the principal amount
thereof, together with accrued interest to (but excluding) the redemption date; provided that if such Designated Event Repurchase Date falls after a
record date and on or prior the corresponding interest payment date, the interest payable on such interest payment date shall be paid to the holder of record of this Debenture on the preceding
June 1 or December 1, respectively. The Debentures will be redeemable in multiples of $1,000 principal amount. The Company shall mail to all holders of record of the Debentures a notice
of the occurrence of a Designated Event and of the redemption right arising as a result thereof

on or before the 25th day after the occurrence of such Designated Event. For a Debenture to be so redeemed at the option of the holder, the Company must receive at the office or agency of the Company
maintained for that purpose in accordance with the terms of the Indenture, such Debenture with the form entitled "Option to Elect Repurchase Upon a Designated
Event" on the reverse thereof duly completed, together with such Debenture, duly endorsed for transfer, on or before the Designated Event Expiration Time. 


        Subject
to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the holder, all or any portion of the Debentures held by such
holder on December 15, 2008, 2010, 2013 and 2018 in whole multiples of $1,000 at a purchase price of 100% of the principal amount, plus any accrued and unpaid interest, on such Debenture up to
the Repurchase Date. To exercise such right, a holder shall deliver to the Company such Debenture with the form entitled "Repurchase Notice" on the
reverse thereof duly completed, together with the Debenture, duly endorsed for transfer, at any time from the opening of business on the date that is 20 Business Days prior to such Repurchase Date
until the close of business on the Repurchase Date, and shall deliver the Debentures to the Trustee (or other paying agent appointed by the Company) as set forth in the Indenture. 


        Holders
have the right to withdraw any Option to Elect Repurchase Upon a Designated Event or Repurchase Notice, as the case may be, by delivering to the Trustee (or other paying agent
appointed by the Company) a written notice of withdrawal up to the close of business on the Designated Event Repurchase Date or Repurchase Date, as the case may be, all as provided in the Indenture. 


        If
cash, sufficient to pay the purchase price of all Debentures or portions thereof to be purchased as of the Designated Event Repurchase Date or Repurchase Date, as the case may be, is
deposited with the Trustee (or other paying agent appointed by the Company), on the Business Day following the Designated Event Repurchase Date or Repurchase Date, as the case may be, interest will
cease to accrue on such Debentures (or portions thereof) immediately after such Designated Event Repurchase Date or Repurchase Date, as the case may be, and the holder thereof shall have no other
rights as such other than the right to receive the repurchase price upon surrender of such Debenture. 



        Subject
to the occurrence of certain events and in compliance with the provisions of the Indenture, prior to the final maturity date of the Debentures, the holder hereof has the right,
at its option, to convert each $1,000 principal amount of the Debentures into 73.3138 shares of the Company's Common Stock (a conversion price of $13.64 per share), as such shares shall be constituted
at the date of conversion and subject to adjustment from time to time as provided in the Indenture, upon surrender of this Debenture with the form entitled "Conversion
Notice" on the reverse thereof duly completed, to the Company at the office or agency of the Company maintained for that purpose in accordance with the terms of the Indenture,
or at the option of such holder, the Corporate Trust Office, and, unless the 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 his duly authorized attorney. In lieu of delivery of shares of the Company's Common Stock, the Company
may elect to pay holders surrendering Debentures an amount in cash per Debenture, or portion thereof, equal to the Applicable Stock Price multiplied by the Conversion Rate. If on any Conversion Date,
the Company is required to pay Liquidated Damages pursuant to the Registration Rights Agreement and the Company elects to deliver solely shares of Common Stock, the Conversion Rate will be multiplied
by 1.03. 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. 



        No
adjustment in respect of interest on any Debenture converted or dividends on any shares issued upon conversion of such Debenture will be made upon any conversion except as set forth
in the next sentence. If this Debenture (or portion hereof) is surrendered for conversion during the period from the close of business on any record date for the payment of interest to the close of
business on the Business Day preceding the following interest payment date and has not been called for redemption by the Company on a redemption date that occurs during such period, 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 otherwise payable on such interest
payment date on the principal amount being converted; provided that no such payment shall be required (1) if the Company has specified a
redemption date that is after a record date and prior to the next interest payment date, (2) if the Company has specified a repurchase date following a Designated Event that is during such
period or (3) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such debenture. 


        No
fractional shares will be issued upon any conversion, 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 Debenture or Debentures for conversion. 



        A
Debenture in respect of which a holder is exercising its right to require repurchase upon a Designated Event or repurchase on a Repurchase Date may be converted only if such holder
withdraws its election to exercise either such right in accordance with the terms of the Indenture. 


        Any
Debentures called for redemption, unless surrendered for conversion by the holders thereof on or before the close of business on the Business Day preceding the redemption date, may
be deemed to be redeemed from the holders of such Debentures for an amount equal to the applicable redemption price, together with accrued but unpaid interest to, but excluding, the date fixed for
redemption, by one or more investment banks or other purchasers who may agree with the Company (i) to purchase such Debentures from the holders thereof and convert them into shares of the
Company's Common Stock and (ii) to make payment for such Debentures as aforesaid to the Trustee in trust for the holders. 


        Upon
due presentment for registration of transfer of this Debenture at the office or agency of the Company maintained for that purpose in accordance with the terms of the Indenture, a
new Debenture or Debentures of authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange thereof, subject to the limitations provided in the
Indenture, without charge except for any tax, assessment or other governmental charge imposed in connection therewith. 



        The
Company, the Trustee, any authenticating agent, any paying agent, any conversion agent and any Debenture Registrar may deem and treat the registered holder hereof as the absolute
owner of this Debenture (whether or not this Debenture shall be overdue and notwithstanding any notation of
ownership or other writing hereon made by anyone other than the Company or any Debenture Registrar) for the purpose of receiving payment hereof, or on account hereof, for the conversion hereof and for
all other purposes, and neither the Company nor the Trustee nor any other authenticating agent nor any paying agent nor other conversion agent nor any Debenture Registrar shall be affected by any
notice to the contrary. All payments made to or upon the order of such registered holder shall, to the extent of the sum or sums paid, satisfy and discharge liability for monies payable on this
Debenture. 


        No
recourse for the payment of the principal of or interest on this Debenture, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any supplemental indenture or in any Debenture, or because of the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer or director or subsidiary, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by acceptance
hereof and as part of the consideration for the issue hereof, expressly waived and released. 


        Terms
used in this Debenture and defined in the Indenture are used herein as therein defined. 








ABBREVIATIONS  


        The following abbreviations, when used in the inscription of the face of this Debenture, shall be construed as though they were written out in full according to
applicable laws or regulations. 



	TEN COM —	 	as tenants in common	 	UNIF GIFT MIN ACT —          Custodian         
	TEN ENT —	 	as tenant by the entireties	 	(Cust)    (Minor)
	JT TEN —	 	as joint tenants with right of survivorship	 	under Uniform Gifts to Minors Act
	 	 	and not as tenants in common	 	 
	 	 	 	 	
 (State)




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







CONVERSION NOTICE  


	TO:
	CIBER, INC.

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION 



        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 shares of Common Stock of CIBER, Inc. in accordance with the terms of the Indenture referred to in this Debenture, and directs that the shares issuable and deliverable upon
such conversion, together with any check in payment 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. The undersigned registered owner of this Debenture acknowledges the right of CIBER, Inc. to deliver cash in lieu of shares of its Common
Stock in accordance with Section 16.02 of the Indenture. 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 Debenture 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 Debenture Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
	

 	

 	
 	

 Signature Guarantee





        Fill
in the registration of shares of Common Stock if to be issued, and Debentures if to be delivered, other than to and in the name of the registered holder: 



	
 (Name)	 	 
	

 (Street Address)	
 	

 
	

 (City, State and Zip Code)	
 	

 
	

 Please print name and address	
 	

 
	

Principal amount to be converted

(if less than all):	
 	

 
	

$	

 	
 	

 
	 	
	 	 
	

Social Security or Other Taxpayer Identification Number:	
 	

 
	

	
 	

 











OPTION TO ELECT REPURCHASE

UPON A DESIGNATED EVENT  


	TO:
	CIBER, INC.

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION 



        The
undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from CIBER, Inc. (the
"Company") as to the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repurchase the entire
principal amount of this Debenture, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Debenture at the
price of 100% of such entire principal amount or portion thereof, together with accrued interest to, but excluding, the Designated Event Repurchase Date, to the registered holder hereof. Capitalized
terms used herein but not defined shall have the meanings ascribed to such terms 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 Debenture in every particular without alteration or enlargement or any change whatever.
	

 	

 	
 	

Debenture Certificate Number, if applicable:                         
	

 	

 	
 	

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

 	

 	
 	


	

 	

 	
 	

 Social Security or Other Taxpayer Identification Number










REPURCHASE NOTICE  


	TO:
	CIBER, INC.

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION 



        The
undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from CIBER, 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
repurchase 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 interest to, by excluding, the Repurchase Date, 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 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 Debenture in every particular without alteration or enlargement or any change whatever.
	

 	

 	
 	

Debenture Certificate Number (if applicable):                         
	

 	

 	
 	

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

 	

 	
 	


	

 	

 	
 	

 Social Security or Other Taxpayer Identification Number:




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 Debenture, and hereby irrevocably constitutes and
appoints                                        
        attorney to transfer said Debenture on the books of the Company, with full power of
substitution in the premises. 


        In
connection with any transfer of the Debenture 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 Debenture is being
transferred: 



	o
	To
CIBER, 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 Debenture has been transferred to CIBER, Inc. or a subsidiary thereof, the undersigned confirms that such Debenture is 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. 



	Dated:	 	 	 
	 	
	 	 
	

 	

 	
 	


	

 	

 	
 	

 Signature(s)
	

 	

 	
 	

Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Debenture 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 Debenture Registrar in addition to, or in
substitution for, STAMP, al in accordance with the Securities Exchange Act of 1934, as amended.
	

 	

 	
 	

 Signature Guarantee





NOTICE:
The signature on the Conversion Notice, the Option to Elect Redemption Upon a Designated Event, the Repurchase Notice or the Assignment must correspond with the name as written upon the face
of the Debenture in every particular without alteration or enlargement or any change whatever. 








Schedule I  


[Include
Schedule I only for a Global Note] 


CIBER, INC.

2.875% Convertible Senior Subordinated Debenture Due 2023 


        No.




	Date
 
	 	Principal Amount
	 	Notation Explaining Principal

Amount Recorded
	 	Authorized Signature of

Trustee or Custodian

	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 














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