Untitled Document



RADISYS
  CORPORATION

 1-3/8%
  CONVERTIBLE SENIOR NOTES DUE 2023

 

INDENTURE

  DATED AS OF NOVEMBER 19, 2003

JPMORGAN
  CHASE BANK

  AS TRUSTEE

 


 

Table
  of Contents


  	 	Page

	 	 
	ARTICLE
        I. DEFINITIONS AND INCORPORATION BY REFERENCE 	1

	 	Section
        1.1 	Definitions
        	1

	 	Section 1.2	Other Definitions	6

	 	Section 1.3	Trust Indenture
        Act Provisions	7

	 	Section 1.4	Rules of Construction	7

	ARTICLE
        II. THE SECURITIES	8

	 	Section 2.1	Form and Dating	8

	 	Section 2.2	Execution and Authentication	10

	 	Section 2.3	Registrar, Paying
        Agent and Conversion Agent	10

	 	Section 2.4	Paying Agent to
        Hold Money in Trust 	11

	 	Section 2.5	Securityholder Lists	11

	 	Section 2.6	Transfer and Exchange	11

	 	Section 2.7	Replacement Securities	12

	 	Section 2.8	Outstanding Securities	13

	 	Section 2.9	Treasury Securities
        	14

	 	Section 2.10	Temporary Securities	14

	 	Section 2.11	Cancellation	14

	 	Section 2.12	 Legend; Additional
        Transfer and Exchange Requirements 	14

	 	Section 2.13	 CUSIP Numbers 	17

	ARTICLE
        III. REDEMPTION AND REPURCHASE 1	17

	 	Section 3.1	Right to Redeem;
        Notice to Trustee	17

	 	Section 3.2	Selection of Securities
        to Be Redeemed	18

	 	Section 3.3	Notice of Redemption	19





i



 

	 	 	 	Page

	 	 	 	 
	 	Section
      3.4	Effect
      of Notice of Redemption	19

	 	Section 3.5	Deposit of Redemption
      Price	20

	 	Section 3.6	 Securities Redeemed
      in Part	20

	 	Section 3.7	 Offer to Repurchase
      Upon Change of Control	20

	 	Section 3.8	Offer to Repurchase
      Securities on Specific Dates	26

	ARTICLE
      IV. CONVERSION	31

	 	Section 4.1	Conversion Privilege	31

	 	Section 4.2	 Conversion Procedure	33

	 	Section 4.3	 Fractional Shares	34

	 	Section 4.4	Taxes on Conversion	34

	 	Section 4.5	Company to Reserve
      Stock	35

	 	Section 4.6	Adjustment of Conversion
      Price	35

	 	Section 4.7	No Adjustment	40

	 	Section 4.8	 Other Adjustments	40

	 	Section 4.9	 Adjustment for Tax
      Purposes	40

	 	Section 4.10	 Notice of Adjustment	40

	 	Section 4.11	Notice of Certain
      Transactions	41

	 	Section 4.12	 Effect of Reclassification,
      Consolidation, Merger or Sale on Conversion Privilege	41

	 	Section 4.13	Trustee's Disclaimer	42

	 	Section 4.14	 Voluntary Reduction	42

	 	Section 4.15	Payment of Cash in
      Lieu of Common Stock	43

	ARTICLE
      V. COVENANTS	45

	 	Section 5.1	Payment of Securities	45

	 	Section 5.2	Maintenance of Office
      or Agency 	45

	 	Section 5.3	 SEC Reports	45



ii 



 

	 	 	 	Page

	 	 	 	 
	 	Section
      5.4	Compliance
      Certificates	46

	 	Section 5.5	 Further Instruments
      and Acts	46

	 	Section 5.6	 Maintenance of Corporate
      Existence	47

	 	Section 5.7	 Rule 144A Information
      Requirement	47

	 	Section 5.8	Stay, Extension and
      Usury Laws	47

	 	Section 5.9	Payment of Additional
      Interest	47

	
      ARTICLE VI. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	48

	 	Section 6.1	Company May Consolidate,
      Etc., Only on Certain Terms	48

	 	Section 6.2	 Successor Substituted	48

	ARTICLE
      VII. DEFAULT AND REMEDIES	49

	 	Section 7.1	Events of Default	49

	 	Section 7.2	Acceleration	50

	 	Section 7.3	Other Remedies	51

	 	Section 7.4	 Waiver of Defaults
      and Events of Default	51

	 	Section 7.5	 Control by Majority	51

	 	Section 7.6	Limitations on Suits	52

	 	Section 7.7	 Rights of Holders
      to Receive Payment and to Convert	52

	 	Section 7.8	Collection Suit by
      Trustee	52

	 	Section 7.9	Trustee May File Proofs
      of Claim	53

	 	Section 7.10	 Priorities	53

	 	Section 7.11	 Undertaking for Costs	53

	ARTICLE
      VIII. TRUSTEE	54

	 	Section 8.1	Duties of Truste	54

	 	Section 8.2	Rights of Trustee	55



iii 



 

	 	 	 	Page

	 	 	 	 
	 	Section
      8.3	Individual
      Rights of Trustee	56

	 	Section 8.4	 Trustee's Disclaimer	56

	 	Section 8.5	Notice of Default
      or Events of Default 	56

	 	Section 8.6	Reports by Trustee
      to Holders	56

	 	Section 8.7	Compensation and Indemnity	57

	 	Section 8.8	Replacement of Trustee	57

	 	Section 8.9	 Successor Trustee
      by Merger, Etc	58

	 	Section 8.10	Eligibility; Disqualification
      	58

	 	Section 8.11	 Disqualification;
      Conflicting Interests	59

	 	Section 8.12	 Preferential Collection
      of Claims Against Company	59

	ARTICLE
      IX. AMENDMENTS, SUPPLEMENTS AND WAIVERS	59

	 	Section 9.1	Without Consent of
      Holders	59

	 	Section 9.2	With Consent of Holders	59

	 	Section 9.3	Compliance with Trust
      Indenture Act	61

	 	Section 9.4	 Revocation and Effect
      of Consents 	61

	 	Section 9.5	Notation on or Exchange
      of Securities	61

	 	Section 9.6	Trustee to Sign Amendments,
      Etc	61

	 	Section 9.7	Effect of Supplemental
      Indentures	62

	
      ARTICLE X. MISCELLANEOUS	62

	 	Section 10.1	Trust Indenture Act
      Controls	62

	 	Section 10.2	 Notices	62

	 	Section 10.3	Communications by
      Holders With Other Holders	63

	 	Section 10.4	Certificate and Opinion
      as to Conditions Precedent	63

	 	Section 10.5	 Record Date for Vote
      or Consent of Securityholders	64

	 	Section 10.6	Rules by Trustee,
      Paying Agent, Registrar and Conversion Agent	64



 

iv




	 	 	 	Page

	 	 	 	 
	 	Section 10.7	Legal Holidays	64

	 	Section 10.8	Governing Law	64

	 	Section 10.9	No Adverse Interpretation
      of Other Agreements	64

	 	Section 10.10	No Recourse Against
      Others	64

	 	Section 10.11	 Successors 	65

	 	Section 10.12	Multiple Counterparts	65

	 	Section 10.13	 Separability	65

	 	Section 10.14	 Table of Contents,
      Headings, Etc	65




v



 

     THIS
  INDENTURE, dated as of November 19, 2003, is between RADISYS CORPORATION,
  a corporation duly organized under the laws of the State of Oregon, and JPMORGAN
  CHASE BANK, a banking corporation organized and existing under the laws of the
  State of New York, as Trustee. 

     In
  consideration of the premises and the purchase of the Securities (as defined
  below) by the Holders (as defined below) thereof, both parties agree as follows
  for the benefit of the other and for the equal and ratable benefit of the Holders
  of the Company's 1-3/8% Convertible Senior Notes due 2023. 


  ARTICLE I.

    DEFINITIONS
    AND INCORPORATION BY REFERENCE 



Section
  1.1 Definitions.  

     "Additional
  Interest" has the meaning specified in Section 5 of the Registration
  Rights Agreement. All references herein to interest accrued or payable as of
  any date shall include any Additional Interest accrued or payable as of such
  date as provided in the Registration Rights Agreement. 

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


     "Agent"
means any Registrar, Paying Agent or Conversion Agent.
     "Applicable
  Procedures" means, with respect to any transfer or exchange of beneficial
  ownership interests in a Global Security, the rules and procedures of the Depositary
  in each case to the extent applicable to such transfer or exchange. 

     "Board
  of Directors" means either the board of directors of the Company or
  any committee of the Board of Directors authorized to act for it with respect
  to this Indenture. 

     "Business
  Day" means each day that is not a Legal Holiday. 

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

     "Cash"
  means such coin or currency of the United States as at any time of payment is
  legal tender for the payment of public and private debts. 



 

     "Certificated
  Security" means a Security that is in substantially the form attached
  hereto as Exhibit A and that does not include the information or the
  schedule called for by footnotes 1, 3 and 4 thereof. 

     "Closing
  Price" means the last reported sales price or, in case no such reported
  sale takes place on such date, the average of the reported closing bid and asked
  prices in either case as quoted on the NNM or any other principal national securities
  exchange on which the Common Stock is listed or admitted to trading or, if the
  Common Stock is not quoted on NNM or any comparable system and is not listed
  on admitted to trading or any other national securities exchange, the closing
  sales price or, in case no reported sale takes place, the average of the closing
  bid and asked prices, as furnished by any two members of the National Association
  of Securities Dealers, Inc. selected from time to time by the Company for that
  purpose. 

     "Common
  Stock" means the Common Stock of the Company, no par value, as it exists
  on the date of this Indenture and any shares of any class or classes of capital
  stock of the Company 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,
  however, 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 of Securities
  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 RadiSys Corporation, an Oregon corporation, until a successor replaces
  it pursuant to the applicable provisions of this Indenture, and thereafter "Company"
  shall mean such successor Company. 

     "Conversion
  Rate" means $1,000 divided by the then-current Conversion Price.


     "Conversion
  Value" means the product of the Closing Price of the Common Stock on
  any date of determination multiplied by the Conversion Rate of the Securities
  in effect on that date. 

     "Corporate
  Trust Office" means the principal corporate trust office of the Trustee
  at which at any particular time its corporate trust business shall be administered
  which office at the date of the execution of this Indenture is located at 4
  New York Plaza, 15th Floor, New York, New York 10004, Attention: Institutional
  Trust Services or at any other time at such other address as the Trustee may
  designate from time to time by notice to the Company. 

     "Default"
  means, when used with respect to the Securities, any event which is or, after
  notice or passage of time or both, would be 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.


     "Final
Maturity Date" means November 15, 2023.
2



 

     "GAAP"
  means generally accepted accounting principles in the United States of America
  as in effect from time to time, including those set forth in (a) the opinions
  and pronouncements of the Accounting Principles Board of the American Institute
  of Certified Public Accountants, (b) the statements and pronouncements of the
  Financial Accounting Standards Board, (c) such other statements by such other
  entity as approved by a significant segment of the accounting profession and
  (d) the rules and regulations of the SEC governing the inclusion of financial
  statements (including pro forma financial statements) in registration statements
  filed under the Securities Act and periodic reports required to be filed pursuant
  to Section 13 of the Exchange Act, including opinions and pronouncements in
  staff accounting bulletins and similar written statements from the accounting
  staff of the SEC. 

     "Global
  Security" means a permanent Global Security that is substantially in
  the form attached hereto as Exhibit A and that includes the information
  and schedule called for by footnotes 1, 3 and 4 thereof and which is deposited
  with the Depositary or its custodian and registered in the name of the Depositary
  or its nominee. 

     "Holder"
  or "Securityholder" means the person in whose name a Security
  is registered on the Primary Registrar's books. 

     "Indenture"
  means this Indenture as amended or supplemented from time to time pursuant to
  the terms of this Indenture. 

     "Initial
  Purchasers" means Credit Suisse First Boston LLC and Banc of America
  Securities LLC. 

     "Insolvency
  or Bankruptcy Proceeding" means any insolvency or bankruptcy proceedings,
  or any receivership, liquidation, reorganization or other similar proceedings
  relative to the Company or to the property of the Company or the assets of the
  Company, or in the event of any proceedings for voluntary liquidation, dissolution
  or other winding-up of the Company whether or not involving insolvency or bankruptcy,
  or any marshalling of the assets and liabilities of the Company. 

     "Interest
  Payment Date" has the meaning specified in paragraph 1 of the Security,
  attached as Exhibit A hereto. 

     "Interest
  Payment Record Date" has the meaning specified in paragraph 1 of the
  Security, attached as Exhibit A hereto. 

     "NNM"
  means the Nasdaq National Market. 

     "Officer"
  means the Chairman or any Co-Chairman of the Board, any Vice Chairman of the
  Board, the Chief Executive Officer, the President, any Vice President, the Chief
  Financial Officer, the Controller, the Secretary or any Assistant Controller
  or Assistant Secretary of the Company. 

     "Officers'
  Certificate" means a certificate signed by two Officers; provided,
  however, that for purposes of Sections 4.12 and 5.4, "Officers'
  Certificate" means a certificate signed by the principal executive officer,
  principal financial officer or principal accounting officer of the Company and
  by one other Officer. 

3



 

     "Opinion
  of Counsel" means a written opinion from legal counsel. The counsel
  may be an employee of or counsel to the Company or the Trustee. 

     "Participant"
  means, with respect to the Depositary, a Person who has an account with the
  Depositary. 

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


     "Principal
  Value Conversion" means any conversion of Securities on or after November
  15, 2018 pursuant to Section 4.1(a)(iii) if the Closing Price per share of Common
  Stock on the Trading Day before the Conversion Date is more than 100% but less
  than 120% of the Conversion Price then in effect. 

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


     "Redemption
  Date" means, when used with respect to any Security to be redeemed,
  the date fixed for redemption pursuant to this Indenture. 

     "Registration
  Default" has the meaning specified in the Registration Rights Agreement.


     "Registration
  Rights Agreement" means the Registration Rights Agreement dated November
  14, 2003 between the Company and the Initial Purchasers, as such agreement may
  be amended, modified or supplemented from time to time. 

     "Restricted
Global Security" means a Global Security that is a Restricted Security.
     "Restricted
  Security" means a Security bearing the restrictive legend set forth
  in the form of Security set forth in Exhibit A of this Indenture.


     "Rule
  144" means Rule 144 under the Securities Act or any successor to such
  Rule. 

     "Rule
  144A" means Rule 144A under the Securities Act or any successor to
  such Rule. 

     "SEC"
  means the Securities and Exchange Commission. 

     "Securities"
  means the 1-3/8% Convertible Senior Notes due 2023, or any of them, as amended
  or supplemented from time to time, that are issued under this Indenture.


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

     "Securities
  Custodian" means the Trustee, as custodian with respect to the Securities
  in global form, or any successor thereto. 

4



 

     "Significant
  Subsidiary" means any Subsidiary of the Company that would constitute
  a "significant subsidiary" as such term is defined under Rule 1-02
  of Regulation S-X under the Exchange Act. 

     "Subsidiary"
  means, in respect of any Person, any corporation, association, partnership or
  other business entity of which more than 50% of the total voting power of shares
  of Capital Stock entitled (without regard to the occurrence of any contingency)
  to vote in the election of directors, managers, general partners or trustees
  thereof is at the time owned or controlled, directly or indirectly, by such
  Person or one or more of the other Subsidiaries of such Person or a combination
  thereof such Person. 

     "TIA"
  means the Trust Indenture Act of 1939, as amended, and the rules and regulations
  thereunder as in effect on the date of this Indenture, except as provided in
  Section 9.3, and except to the extent any amendment to the Trust Indenture Act
  expressly provides for application of the Trust Indenture Act as in effect on
  another date. 

     "Trading
  Day" means, with respect to any security, each Monday, Tuesday,
  Wednesday, Thursday and Friday, other than any day on which securities are not
  generally traded on the principal exchange or market in which such security
  is traded. 

     "Trading
  Price" means, on any date of determination, the average of the secondary
  bid quotations per Security obtained by the Trustee or the Conversion Agent
  for $5,000,000 principal amount of the Securities at approximately 3:30 p.m.,
  New York City time, on such determination date from three independent nationally
  recognized securities dealers the Company selects; provided, that if
  at least three such bids cannot reasonably be obtained, but two such bids can
  reasonably be obtained, then the average of these two bids shall be used; provided,
  further, that if at least two such bids cannot reasonably be obtained, but
  one such bid can reasonably be obtained, this one bid shall be used. If the
  Trustee or the Conversion Agent cannot reasonably obtain at least one bid for
  $5,000,000 principal amount of the Securities from an independent nationally
  recognized securities dealer or, in the Company's reasonable judgment,
  the bid quotations are not indicative of the secondary market value of the Securities,
  then the Trading Price of the Securities will be deemed to be less than 98%
  of the Conversion Value. 

     "Trustee"
  means JPMorgan Chase Bank, a banking corporation organized and existing under
  the laws of the State of New York, until a successor replaces it in accordance
  with the provisions of this Indenture, and thereafter means the successor.


     "Trust
  Officer" means, with respect to the Trustee, any officer assigned to
  the Corporate Trust Office with direct responsibility for the administration
  of this Indenture. 

     "Voting
  Stock" of a Person means all classes of Capital Stock or other interests
  (including partnership interests) of such Person then outstanding and normally
  entitled (without regard to the occurrence of any contingency) to vote in the
  election of directors, managers or trustees thereof. 

5



 

Section 1.2 Other
  Definitions. 

	Term
	 	Defined
        in Section

	
  	 	
 
	 	 	 
	"Agent Members" 	 	2.1(d)
        

	"Bankruptcy Law" 	 	.7.1
        

	"Cash Settlement Averaging
      Period" 	 	.4.15(a)
        

	"Cash Settlement Notice
      Period" 	 	4.15(a)
        

	"Change of Control" 	 	3.7(a)

	"Change of Control
      Offer" 	 	3.7(a)

	"Change of Control
      Purchase Date" 	 	3.7(a)
        

	"Change of Control
      Purchase Notice" 	 	3.7(d)

	"Change of Control
      Purchase Price" 	 	3.7(a)

	"Company" 	 	1.1

	"Company Order" 	 	2.2

	"Conversion Agent" 	 	2.3

	"Conversion Date" 	 	4.2

	"Conversion Notice" 	 	4.2

	"Conversion Obligation" 	 	4.15(a)

	"Conversion Price" 	 	4.6

	"Conversion Retraction
      Period" 	 	4.15(a)

	"Current Market Price" 	 	4.6

	"Custodian" 	 	7.1

	"DTC" 	 	.2.1(c)

	"Depositary" 	 	2.1(c)

	"Determination Date" 	 	.4.6(d)

	"EDGAR" 	 	5.3(b)

	"Event of Default" 	 	7.1

	"Expiration Date" 	 	4.6(e)

	"Expiration Time" 	 	4.6(e)

	"Final Notice Date" 	 	4.15(a)

	"Instrument" 	 	7.1(g)

	"Legal Holiday" 	 	10.7

	"Legend" 	 	2.12(a)

	"Notice of Default" 	 	.7.1(g)

	"Optional Purchase
      Date" 	 	3.8(a)

	"Optional Purchase
      Notice" 	 	3.8(c)

	"Optional Purchase
      Offer" 	 	3.8(a)

	"Optional Purchase
      Price" 	 	3.8(a)

	"Partial Cash Amount" 	 	.4.15(b)(i)

	"Paying Agent" 	 	2.3

	"Primary Registrar" 	 	2.3

	 "Principal
      Value Conversion Stock Valuation"	 	 4.15(b)(ii)

	 "Purchase
      Agreement"	 	 2.1(a)

	 "Purchased
      Shares"	 	 4.6(e)

	"Redemption Notice" 	 	.3.1



 

6



 

	Term
	 	Defined
        in Section

	
 	 	
 
	 	 	 

	"Redemption Price"
      	 	3.1

	"Registrar"	 	2.3

	"Regular Record Date"	 	3.4
        

	"Rights Plan"	 	4.6(c)

	"Triggering Distribution"	 	4.6(d)
        

	"Trigger Event"	 	4.6(c)

	"Trustee"	 	Preamble

	"Unissued Shares"	 	3.7(a)






  Section 1.3 Trust Indenture Act Provisions. 



     Whenever
  this Indenture refers to a provision of the TIA, that provision is incorporated
  by reference in and made a part of this Indenture. The Indenture shall also
  include those provisions of the TIA required to be included herein by the provisions
  of the Trust Indenture Reform Act of 1990. The following TIA terms used in this
  Indenture have the following meanings: 

     "indenture
  securities" means the Securities; 

     "indenture
  security holder" means a Securityholder; 

     "indenture
  to be qualified" means this Indenture; 

     "indenture
  trustee" or "institutional trustee" means the Trustee; and 

     "obligor"
  on the indenture securities means the Company or any other obligor on the Securities.
   

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

Section 1.4 Rules of
  Construction. 

     Unless
  the context otherwise requires: 

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

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

     (c)
  words in the singular include the plural, and words in the plural include the
  singular;

      (d)
  "or" is not exclusive;

7



 

    
  (e) provisions apply
  to successive events and transactions; 

     (f)
  the term "merger" includes a statutory share exchange and the term "merged"
  has a correlative meaning;

      (g)
  the masculine gender includes the feminine and the neuter; 

     (h)
  references to agreements and other instruments include subsequent amendments
  thereto;  

     (i)
  references to sections of or rules promulgated under the Securities Act or the
  TIA shall include subsequent amendments, replacements, successor or substitute
  sections or rules thereto as adopted by the SEC from time to time; and


      (j)
"herein," "hereof" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision.  

ARTICLE
  II.

  THE SECURITIES 

Section
  2.1 Form and Dating.

 
     (a)
  The Securities and the Trustee's certificate of authentication shall be
  substantially in the respective forms set forth in Exhibit A, which Exhibit
  is incorporated in and made part of this Indenture. The Securities may have
  notations, legends or endorsements required by law, stock exchange rule or usage.
  The Company shall provide any such notations, legends or endorsements to the
  Trustee in writing. Each Security shall be dated the date of its authentication.
  The Securities are being offered and sold by the Company pursuant to a Purchase
  Agreement dated November 13, 2003 (the "Purchase Agreement"),
  between the Company and the Initial Purchasers, in transactions exempt from,
  or not subject to, the registration requirements of the Securities Act.


      (b)
The terms and provisions contained in the Securities shall constitute, and are
hereby expressly made, a part of this Indenture and 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. In case of any conflict between the provisions
of any Security with the provisions of this Indenture, the provisions of this
Indenture shall control.
     (c)
  All of the Securities are initially being offered and sold to QIBs in reliance
  on Rule 144A under the Securities Act and shall be issued initially in the form
  of one or more Restricted Global Securities, which shall be deposited on behalf
  of the purchasers of the Securities represented thereby with the Trustee, at
  its Corporate Trust Office, as custodian for the depositary, The Depository
  Trust Company ("DTC") (such depositary, or any successor thereto,
  being hereinafter referred to as the "Depositary"), and registered
  in the name of its nominee, Cede & Co., duly executed by the Company and
  authenticated by the Trustee as hereinafter provided. The aggregate principal
  amount of the Restricted Global Securities may from time to time be increased
  or decreased by adjustments made on the records of the Securities Custodian
  as hereinafter provided, subject in each case to compliance with the Applicable
  Procedures. 

8



 

     (d)
Securities issued in global form shall be substantially in the form of Exhibit A
attached hereto. Each Global Security shall represent such of the outstanding
Securities as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Securities from time to
time endorsed thereon and that the aggregate principal amount of outstanding Securities
represented thereby may from time to time be reduced or increased, as appropriate,
to reflect exchanges, redemptions, purchases or conversions of such Securities.
Any endorsement of a Global Security to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Securities represented
thereby shall be made by the Trustee or the Securities Custodian, at the direction
of the Trustee, in accordance with instructions given by the Holder thereof as
required by Section 2.12 hereof and shall be made on the records of the Trustee
and the Depositary. 

     Members
  of, or participants in, the Depositary ("Agent Members") shall
  have no rights under this Indenture with respect to any Global Security held
  on their behalf by the Depositary or under the Global Security, and the Depositary
  (including, for this purpose, its nominee) 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 Security for all purposes whatsoever. Notwithstanding
  the foregoing, nothing herein shall (i) 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 (ii) impair, as
  between the Depositary and its Agent Members, the operation of customary practices
  governing the exercise of the rights of a Holder of any Security. 

     (e)
  The Company shall execute and the Trustee shall, in accordance with this Section
  2.1(e), authenticate and deliver initially one or more Global Securities that
  (i) shall be registered in the name of the Depositary, (ii) shall be delivered
  by the Trustee to the Depositary or pursuant to the Depositary's instructions
  and (iii) shall bear legends substantially to the following effect: 

"UNLESS
  THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
  COMPANY TO RADISYS CORPORATION (THE "COMPANY") OR ITS AGENT
  FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
  IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
  BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
  HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
  AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
  SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS
  SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
  REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
  OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
  IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
  SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
  A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
  THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
  THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
  SUCH SUCCESSOR DEPOSITARY." 

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Section 2.2 Execution and Authentication. 


     An
  Officer shall sign the Securities for the Company by manual or facsimile signature
  attested by the manual or facsimile signature of the Secretary or an Assistant
  Secretary of the Company. Typographic and other minor errors or defects in any
  such facsimile signature shall not affect the validity or enforceability of
  any Security which has been authenticated and delivered by the Trustee.


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


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


     The
  Trustee shall authenticate and make available for delivery Securities for original
  issue in the aggregate principal amount of up to $100,000,000 upon receipt of
  a written order or orders of the Company signed by two Officers of the Company
  (a "Company Order"). The Company Order shall specify the amount
  of Securities to be authenticated, shall provide that all such Securities will
  be represented by a Restricted Global Security and the date on which each original
  issue of Securities is to be authenticated. The aggregate principal amount of
  Securities outstanding at any time may not exceed $100,000,000 except as provided
  in Section 2.7 hereof. 

     The
  Trustee shall act as the initial authenticating agent. Thereafter, the Trustee
  may appoint an authenticating agent acceptable to the Company to authenticate
  Securities. An authenticating agent may authenticate Securities whenever the
  Trustee may do so. Each reference in this Indenture to authentication by the
  Trustee includes authentication by such agent. An authenticating agent shall
  have the same rights as an Agent to deal with the Company or an Affiliate of
  the Company. 

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



 Section 2.3 Registrar, Paying Agent and Conversion
  Agent.


     The
  Company shall maintain one or more offices or agencies where Securities may
  be presented for registration of transfer or for exchange (each, a "Registrar"),
  one or more offices or agencies where Securities may be presented for payment
  (each, a "Paying Agent"), one or more offices or agencies where
  Securities may be presented for conversion (each, a "Conversion Agent")
  and one or more offices or agencies where notices and demands to or upon the
  Company in respect of the Securities and this Indenture may be served. The Company
  will at all times maintain a Paying Agent, Conversion Agent, Registrar and an
  office or agency where notices and demands to or upon the Company in respect
  of the Securities and this Indenture may be served. One of the Registrars (the
  "Primary Registrar") shall keep a register of the Securities
  and of their registration of transfer and exchange. 

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     The
  Company shall enter into an appropriate agency agreement with any Agent not
  a party to this Indenture. The agreement shall implement the provisions of this
  Indenture that relate to such Agent. The Company shall notify the Trustee of
  the name and address of any Agent not a party to this Indenture. If the Company
  fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service
  of notices and demands in any place required by this Indenture, or fails to
  give the foregoing notice, the Trustee shall act as such. The Company or any
  Affiliate of the Company may act as Registrar, Paying Agent (except as provided
  in Section 5.1) or Conversion Agent. 

     The
  Company hereby initially designates the Trustee as Paying Agent, Registrar and
  Conversion Agent, and the Corporate Trust Office of the Trustee one such office
  or agency of the Company for each of the aforesaid purposes. 


Section 2.4 Paying Agent to Hold Money in
  Trust. 


     Prior
  to 10:00 a.m., New York City time, on each due date of the principal of or interest
  and Additional Interest, if any, on any Securities, the Company shall deposit
  with a Paying Agent a sum sufficient to pay such principal or interest and Additional
  Interest, if any, so becoming due. A Paying Agent shall hold in trust for the
  benefit of Holders or the Trustee all money held by the Paying Agent for the
  payment of principal of or interest and Additional Interest, if any, on the
  Securities, and shall notify the Trustee of any Default by the Company (or any
  other obligor on the Securities) in making any such payment. If the Company
  or an Affiliate of the Company acts as Paying Agent, it shall, before 10:00
  a.m., New York City time, on each due date of the principal of or interest and
  Additional Interest, if any, on any Securities, segregate the money and hold
  it as a separate trust fund. The Company at any time may require a Paying Agent
  to pay all money held by it to the Trustee, and the Trustee may at any time
  during the continuance of any Default, upon written request to a Paying Agent,
  require such Paying Agent to pay forthwith to the Trustee all sums so held in
  trust by such Paying Agent. Upon doing so, the Paying Agent (other than the
  Company) shall have no further liability for the money. Upon any Insolvency
  or Bankruptcy Proceeding relating to the Company, the Trustee shall serve as
  Paying Agent for the Securities. 


 Section 2.5 Securityholder Lists.


     The
  Trustee shall preserve in as current a form as is reasonably practicable the
  most recent list available to it of the names and addresses of Securityholders
  and shall otherwise comply with Section 312(a) of the TIA. If the Trustee is
  not the Primary Registrar, the Company shall furnish to the Trustee at least
  five Business Days prior to each Interest Payment Date, and at such other times
  as the Trustee may request in writing, a list in such form and as of such date
  as the Trustee may reasonably require of the names and addresses of Securityholders.



Section 2.6 Transfer and Exchange.


(a) Subject
  to compliance with any applicable additional requirements contained in Section
  2.12 hereof, when a Security is presented to a Registrar with a request to register
  a transfer thereof or to exchange such 

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Security for
  an equal principal amount of Securities of other authorized denominations, the
  Registrar shall register the transfer or make the exchange as requested; provided,
  however, that every Security presented or surrendered for registration
  of transfer or exchange shall be duly endorsed or accompanied by an assignment
  form and, if applicable, a transfer certificate each in the form included in
  Exhibit A hereto, and in form satisfactory to the Registrar duly executed
  by the Holder thereof or its attorney duly authorized in writing. To permit
  registration of transfers and exchanges, upon surrender of any Security for
  registration of transfer or exchange at an office or agency maintained pursuant
  to Section 2.3 hereof, the Company shall execute and the Trustee shall authenticate
  Securities of a like aggregate principal amount at the Registrar's request.
  Any exchange or transfer shall be without charge, except that the Company or
  the Registrar may require payment of a sum sufficient to cover any tax or other
  governmental charge that may be imposed in relation thereto, and provided,
  that this sentence shall not apply to any exchange pursuant to Section
  2.7, 2.10, 2.12(a), 3.6, 3.7, 3.8, 4.2 (penultimate paragraph) or 9.5.


     None
  of the Company, any Registrar or the Trustee shall be required to exchange or
  register a transfer of any Securities or portions thereof in respect of which
  a Redemption Notice has been issued by the Company or any Change of Control
  Purchase Notice or Optional Purchase Notice has been delivered and not withdrawn
  by the Holder thereof (except, in the case of the purchase of a Security in
  part, the portion thereof not to be purchased). 

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

     (b)
  Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the
  Trustee such information as the Trustee may reasonably require in connection
  with the delivery by such Registrar of Securities upon registration of transfer
  or exchange of Securities. 

     (c)
  Each Holder of a Security agrees to indemnify the Company and the Trustee against
  any liability that may result from the transfer, exchange or assignment of such
  Holder's Security in violation of any provision of this Indenture and/or
  applicable United States federal or state securities law. 

     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
  Security (including any transfers between or among Agent Members or other beneficial
  owners of interests in any Global Security) 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 2.7 Replacement Securities.


     If
  any mutilated Security is surrendered to the Company, a Registrar or the Trustee,
  or the Company, a Registrar and the Trustee receive evidence to their satisfaction
  of the destruction, loss or theft of any Security, and there is delivered to
  the Company, the applicable Registrar and the Trustee such security or indemnity
  as will be required by them to save each of them harmless, then, in the absence
  of notice to the Company, such Registrar or the Trustee that such Security has
  been acquired by a protected purchaser, the Company shall execute, and upon
  its written request the Trustee shall authenticate and deliver, in exchange
  for any such mutilated Security or in lieu of any such destroyed, lost or stolen
  Security, a new Security of like tenor and principal amount, bearing a number
  not contemporaneously outstanding.

 
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     In
  case any such mutilated, destroyed, lost or stolen Security has become or is
  about to become due and payable, or is about to be redeemed or purchased by
  the Company pursuant to Article 3 hereof, the Company in its discretion may,
  instead of issuing a new Security, pay or purchase such Security, as the case
  may be. 

     Upon
  the issuance of any new Securities under this Section 2.7, the Company or the
  Trustee may require the payment of a sum sufficient to cover any tax or other
  governmental charge that may be imposed in relation thereto and any other reasonable
  expenses (including the reasonable fees and expenses of the Trustee or the Registrar)
  in connection therewith. 

     Every
  new Security issued pursuant to this Section 2.7 in lieu of any mutilated, destroyed,
  lost or stolen Security shall constitute an original additional contractual
  obligation of the Company, whether or not the mutilated, destroyed, lost or
  stolen Security shall be at any time enforceable by anyone, and shall be entitled
  to all benefits of this Indenture equally and proportionately with any and all
  other Securities duly issued hereunder. 

     The
  provisions of this Section 2.7 are (to the extent lawful) exclusive and shall
  preclude (to the extent lawful) all other rights and remedies with respect to
  the replacement or payment of mutilated, destroyed, lost or stolen Securities.



 Section 2.8 Outstanding Securities.


     Securities
  outstanding at any time are all Securities authenticated by the Trustee, except
  for those canceled by it, those converted pursuant to Article 4, those delivered
  to it for cancellation or surrendered for registration of transfer or exchange
  and those described in this Section 2.8 as not outstanding. 

     If
  a Security is replaced pursuant to Section 2.7, it ceases to be outstanding
  unless the Company receives proof satisfactory to it that the replaced Security
  is held by a protected purchaser as defined in Section 8-303 of the New York
  Uniform Commercial Code. 

     If
  a Paying Agent (other than the Company or an Affiliate of the Company) holds
  on a Redemption Date, Change of Control Purchase Date, Optional Purchase Date
  or the Final Maturity Date money sufficient to pay the principal of and accrued
  interest and Additional Interest, if any, on Securities (or portions thereof)
  payable on that date, then on and after such Redemption Date, Change of Control
  Purchase Date, Optional Purchase Date or the Final Maturity Date, as the case
  may be, such Securities (or portions thereof, as the case may be) shall cease
  to be outstanding and interest and Additional Interest, if any, on them shall
  cease to accrue. 

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     Subject
  to the restrictions contained in Section 2.9, a Security does not cease to be
  outstanding because the Company or an Affiliate of the Company holds the Security.



 Section 2.9 Treasury Securities.


     In
  determining whether the Holders of the required principal amount of Securities
  have concurred in any notice, direction, waiver or consent, Securities owned
  by the Company, any other obligor on the Securities or by any Affiliate of the
  Company or of such other obligor shall be disregarded, except that, for purposes
  of determining whether the Trustee shall be protected in relying on any such
  notice, direction, waiver or consent, only Securities which a Trust Officer
  of the Trustee actually knows are so owned shall be so disregarded. Securities
  so owned which have been pledged in good faith shall not be disregarded if the
  pledgee establishes to the satisfaction of the Trustee the pledgee's right
  so to act with respect to the Securities and that the pledgee is not the Company
  or any other obligor on the Securities or any Affiliate of the Company or of
  such other obligor. 


 Section 2.10 Temporary Securities.


     Until
  definitive Securities are ready for delivery, the Company may prepare and execute,
  and, upon receipt of a Company Order, the Trustee shall authenticate and deliver,
  temporary Securities. Temporary Securities shall be substantially in the form
  of definitive Securities but may have variations that the Company considers
  appropriate for temporary Securities and as shall be reasonably acceptable to
  the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
  shall authenticate and deliver definitive Securities in exchange for temporary
  Securities. 

     Holders
  of temporary Securities shall be entitled to all of the benefits of this Indenture.



 Section 2.11 Cancellation. 


     The
  Company at any time may deliver Securities to the Trustee for cancellation.
  The Registrar, the Paying Agent and the Conversion Agent shall forward to the
  Trustee or its agent any Securities surrendered to them for registration of
  transfer, exchange, payment or conversion. The Trustee and no one else shall
  promptly cancel, in accordance with its standard procedures, all Securities
  surrendered for registration of transfer, exchange, payment, conversion or cancellation
  and upon the Company's written request shall deliver the canceled Securities
  to the Company. All Securities which are redeemed, purchased or otherwise acquired
  by the Company or any of its Subsidiaries prior to the Final Maturity Date pursuant
  to a redemption by the Company pursuant to Section 3.1, a Change of Control
  Offer or Optional Purchase Offer shall be delivered to the Trustee for cancellation,
  and the Company may not hold or resell such Securities or issue any new Securities
  to replace any such Securities or any Securities that any Holder has converted
  pursuant to Article 4 hereof. 


 Section 2.12 Legend; Additional Transfer
  and Exchange Requirements. 


     (a)
  If Securities are issued upon the transfer, exchange or replacement of Securities
  subject to restrictions on transfer and bearing the legends set forth on the
  forms of Securities attached hereto as Exhibit A or additional legends
  required by law, stock exchange rules or usage (collectively, the "Legend"),
  or if a request is made to remove the Legend on a Security, the Securities so
  issued shall bear the Legend, or the Legend shall not be removed, as the case
  may be, unless there is delivered to the Company and the Registrar such satisfactory
  evidence, 

14



 

which shall
  include an opinion of counsel if so requested by the Company or such Registrar,
  as may be reasonably acceptable to the Company and the Registrar, that neither
  the Legend nor the restrictions on transfer set forth therein are required to
  ensure that transfers thereof comply with the provisions of Rule 144A or Rule
  144 under the Securities Act or that such Securities are not "restricted"
  within the meaning of Rule 144 under the Securities Act; provided that
  no such evidence need be supplied in connection with the sale of such Security
  pursuant to a registration statement under the Securities Act that is effective
  at the time of such sale. Upon (i) provision of such satisfactory evidence if
  requested, or (ii) notification by the Company to the Trustee and Registrar
  of the sale of such Security pursuant to a registration statement that is effective
  at the time of such sale, the Trustee, at the written direction of the Company,
  shall authenticate and deliver a Security that does not bear the Legend or any
  portion thereof. If the Legend is removed from the face of a Security and the
  Security is subsequently held by an Affiliate of the Company, the Legend may
  be reinstated by the Company. 

     (b)
  A Global Security may not be transferred, in whole or in part, to any Person
  other than the Depositary or a nominee or any successor thereof, and no such
  transfer to any such other Person may be registered; provided that the
  foregoing shall not prohibit any transfer of a Security that is issued in exchange
  for a Global Security but is not itself a Global Security in accordance with
  the terms of such Security. No transfer of a Security to any Person shall be
  effective unless and until such Security has been registered in the name of
  such Person. Notwithstanding any other provisions of this Indenture or the Securities,
  transfers of a Global Security, in whole or in part, shall be made only in accordance
  with this Section 2.12. 

     (c)
  Subject to Section 2.12(d), every Security shall be subject to the restrictions
  on transfer provided in the Legend. Whenever any Restricted Security other than
  a Restricted Global Security is presented or surrendered for registration of
  transfer or for exchange for a Security registered in a name other than that
  of the Holder, such Security must be accompanied by a certificate in substantially
  the form set forth in Exhibit A, dated the date of such surrender
  and signed by the Holder of such Security, as to compliance with such restrictions
  on transfer. The Registrar shall not be required to accept for such registration
  of transfer or exchange any Security not so accompanied by a properly completed
  certificate. 

     (d)
  The restrictions imposed by the Legend upon the transferability of any Security
  shall cease and terminate when such Security has been sold pursuant to an effective
  registration statement under the Securities Act or transferred in compliance
  with Rule 144 under the Securities Act (or any successor provision thereto)
  or, if earlier, upon the expiration of the holding period applicable to sales
  thereof under Rule 144(k) under the Securities Act (or any successor provision),
  unless otherwise required by law or stock exchange rules. Any Security as to
  which such restrictions on transfer shall have expired in accordance with their
  terms or shall have terminated may, upon a surrender of such Security for exchange
  to the Registrar in accordance with the provisions of this Section 2.12 (accompanied,
  in the event that such restrictions on transfer have terminated by reason of
  a transfer in compliance with Rule 144 or any successor provision, by, if requested,
  an opinion of counsel reasonably acceptable to the Company, addressed to the
  Company 

15



 

and in form
  acceptable to the Company, to the effect that the transfer of such Security
  has been made in compliance with Rule 144 or such successor provision), be exchanged
  for a new Security, of like tenor and aggregate principal amount, which shall
  not bear the restrictive Legend. The Company shall inform the Trustee of the
  effective date of any registration statement registering the Securities under
  the Securities Act. The Trustee shall not be liable for any action taken or
  omitted to be taken by it in good faith in accordance with the aforementioned
  opinion of counsel or registration statement. 

(e) As used
  in Section 2.12(c) and (d), the term "transfer" encompasses any sale,
  pledge, transfer, hypothecation or other disposition of any Security.


     (f)
  The provisions of clauses (i), (ii), (iii) and (iv) below shall apply only to
  Global Securities: 

	 	 
             (i) Notwithstanding any other provisions
        of this Indenture or the Securities, a Global Security shall not be exchanged
        in whole or in part for a Security registered in the name of any Person
        other than the Depositary or one or more nominees thereof, provided
        that a Global Security may be exchanged for Securities registered
        in the names of any Person designated by the Depositary in the event that
        (A) the Depositary has notified the Company that it is unwilling or unable
        to continue as Depositary for such Global Security or such Depositary
        has ceased to be a "clearing agency" registered under the Exchange
        Act, and a successor Depositary is not appointed by the Company within
        90 days, (B) the Company has provided the Depositary with written notice
        that it has decided to discontinue use of the system of book-entry transfer
        through the Depositary or any successor Depositary or (C) an Event of
        Default has occurred and is continuing with respect to the Securities.
        Any Global Security exchanged pursuant to clauses (A) or (B) above shall
        be so exchanged in whole and not in part, and any Global Security exchanged
        pursuant to clause (C) above may be exchanged in whole or from time to
        time in part as directed by the Depositary. Any Security issued in exchange
        for a Global Security or any portion thereof shall be a Global Security;
        provided that any such Security so issued that is registered in
        the name of a Person other than the Depositary or a nominee thereof shall
        not be a Global Security. 

           (ii)
        Securities issued in exchange for a Global Security or any portion thereof
        shall be issued in definitive, fully registered form, without interest
        coupons, shall have an aggregate principal amount equal to that of such
        Global Security 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 the applicable legends provided for herein.
        Only Restricted Securities shall be issued in exchange for Restricted
        Global Securities. Any Global Security to be exchanged in whole shall
        be surrendered by the Depositary to the Trustee, as Registrar. With regard
        to any Global Security to be exchanged in part, either such Global Security
        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 Security,
        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 deliver the Security issuable on such
        exchange to or upon the order of the Depositary or an authorized representative
        thereof. 

      





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	 	     (iii)
        Subject to the provisions of clause (v) below, the registered Holder may
        grant proxies and otherwise authorize any Person, including Agent Members
        and persons that may hold interests through Agent Members, to take any
        action which a Holder is entitled to take under this Indenture or the
        Securities.

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

           (v)
        Neither 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 Security registered in the name of the Depositary or any nominee
        thereof, or under any such Global Security, 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 Security for all purposes whatsoever. Notwithstanding
        the foregoing, nothing herein shall prevent the Company, the Trustee or
        any agent of the Company or the Trustee from giving effect to any written
        certification, proxy or other authorization furnished by the Depositary
        or 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 Security. 






 Section 2.13 CUSIP Numbers. 


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


 ARTICLE III. 

  REDEMPTION AND REPURCHASE


 Section 3.1 Right to Redeem; Notice to Trustee.  


     Prior
  to November 15, 2006, the Securities shall not be redeemable at the Company's
  option. 

     On
  or after November 15, 2006 and prior to November 15, 2008, the Company
  may, at its option redeem the Securities in accordance with this Article III
  for cash at any time as a whole, or from time to time in part, at a redemption
  price equal to 100% of the principal amount of those Securities called for redemption
  plus accrued and unpaid interest and Additional Interest, if any, on such Securities
  to, but excluding the applicable Redemption Date (the "Redemption Price")
  if, but only if (x) on each of at least 20 Trading Days within any period of
  30 consecutive Trading Days ending on or after November 15, 2006 and prior to
  November 15, 2008 the Closing Price of the Common Stock exceeds (y) 130% of
  the Conversion Price of the Securities on the 30th Trading Day of such period.
  Notice of any redemption pursuant to the preceding sentence must be given on
  the Business Day after such 30th Trading Day. 

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     On
  or after November 15, 2008 the Company, at its option, may redeem the Securities
  in accordance with this Article III for cash at any time as a whole, or from
  time to time in part, at the Redemption Price. 

     In
  the event that the Company elects to redeem the Securities on a date that is
  after any Regular Record Date but on or before the corresponding Interest Payment
  Date, the Company shall be required to pay accrued and unpaid interest and Additional
  Interest, if any, to the holder of the redeemed Security and not the Holder
  on the corresponding Interest Payment Record Date. 

     If
  the Company elects to redeem Securities, it shall notify the Trustee at least
  30 days prior to the Redemption Date as fixed by the Company (the "Redemption
  Notice") (unless a shorter notice shall be satisfactory to the Trustee)
  of the Redemption Date and the principal amount of Securities to be redeemed.
  Any such notice to the Trustee given with respect to a redemption prior to November
  15, 2008 may be conditioned upon satisfaction of the conditions to redemption
  as of the date the notice of redemption is mailed. If fewer than all of the
  Securities are to be redeemed, the record date relating to such redemption shall
  be selected by the Company and given to the Trustee, which record date shall
  not be less than ten days after the date of notice to the Trustee. 


 Section 3.2 Selection of Securities to Be
  Redeemed. 


     If
  fewer than all the Securities are to be redeemed, the Trustee shall select the
  Securities to be redeemed or purchased by lot, or in the Trustee's discretion,
  on a pro rata basis. In the event of partial redemption by lot, the particular
  Securities to be redeemed shall be selected, unless otherwise provided herein,
  not less than 20 nor more than 60 days prior to the Redemption Date by the Trustee
  from the outstanding Securities not previously called for redemption. If a portion
  of Securities is selected for partial redemption and a Holder elects to convert
  a portion of Securities pursuant to Article 4 hereof, the converted portion
  of the Securities will be deemed to be the portion selected for redemption.
  Securities which have been converted during a selection of Securities to be
  redeemed may be treated by the Trustee as outstanding for the purpose of such
  selection. 

     The
  Trustee shall promptly notify the Company in writing of the Securities selected
  for redemption and, in the case of any Security selected for partial redemption,
  the principal amount thereof to be redeemed. Securities and portions of Securities
  selected shall be in amounts of $1,000 or whole multiples of $1,000; except
  that if all the Securities of a Holder are to be redeemed, the entire outstanding
  amount of Securities held by such Holder, even if not a multiple of $1,000,
  shall be redeemed. Except as provided in the preceding sentence, provisions
  of this Indenture that apply to Securities called for redemption also apply
  to portions of Securities called for redemption. 

18



 


Section 3.3 Notice of Redemption.

     At
  least 20 days but not more than 60 days before a Redemption Date, the Company
  shall mail or cause to be mailed, by first class mail, a notice of redemption
  to each Holder whose Securities are to be redeemed at such Holder's registered
  address. 

     The
  notice shall identify the Securities to be redeemed and shall state:


     (a)
  the Redemption Date;

     
  (b) the Redemption Price;

     
  (c) the then current Conversion Price;  

     (d)
  if any Security is being redeemed in part, the portion of the principal amount
  of such Security to be redeemed and that, after the Redemption Date upon surrender
  of such Security, a new Security or Securities in principal amount equal to
  the unredeemed portion shall be issued upon cancellation of the original Security;


     (e)
  the name and address of the Paying Agent and Conversion Agent;

     
  (f) that Securities called for redemption must be presented and surrendered
  to a Paying Agent to collect the Redemption Price;  

     (g)
  that Holders who wish to convert Securities must surrender such Securities for
  conversion no later than the close of business on the second Business Day immediately
  preceding the Redemption Date and must satisfy the other requirements in paragraph 8
  of the Securities; 

     (h)
  that, unless the Company defaults in making such redemption payment, interest
  including Additional Interest, if any, on Securities called for redemption ceases
  to accrue on and after the applicable Redemption Date; 

     (i)
the CUSIP number, if any, printed on the Securities being redeemed; and 
     (j)
  that no representation is made as to the correctness or accuracy of the CUSIP
  number, if any, listed in such notice or printed on the Securities. 

     At
  the Company's request, the Trustee shall give the notice of redemption
  in the Company's name and at its expense; provided, however,
  that the Company shall have delivered to the Trustee, at least 30 days prior
  to the applicable Redemption Date, an Officers' Certificate requesting
  that the Trustee give such notice and setting forth the information to be stated
  in such notice as provided in the preceding paragraph. 


 Section 3.4 Effect of Notice of Redemption.


     Once
  notice of redemption is mailed in accordance with Section 3.3 hereof, Securities
  called for redemption (unless previously converted) become due and payable on
  the applicable Redemption Date at the Redemption Price stated in the notice.
  A notice of redemption under Section 3.3 may not be conditional. The Redemption
  Price shall be paid to a Holder promptly following the later of (i) the Redemption
  Date with respect to the Security of such Holder, and (ii) the time of delivery
  of such Security to a Paying Agent by the Holder thereof for purchase pursuant
  to the Redemption Notice, provided, that if a Redemption Date falls after
  an Interest Payment Record Date and on or before an Interest Payment Date, then
  the interest and Additional Interest, if any, will be payable to the Holders
  in whose name the Securities are registered at the close of business on the
  Interest Payment Record Date. 

19



 


Section 3.5 Deposit of Redemption Price.
  


     On
  or before 10:00 a.m. New York City time on the Redemption Date, the Company
  shall deposit with the Trustee or with a Paying Agent (other than the Company
  or an Affiliate of the Company) an amount of money (in immediately available
  funds if deposited on such Redemption Date) sufficient to pay the aggregate
  Redemption Price of all the Securities or portions thereof that are to be purchased
  on such Redemption Date. The manner in which the deposit required by this Section
  3.5 is made by the Company shall be at the option of the Company, provided
  that such deposit shall be made in a manner such that the Trustee or a Paying
  Agent shall have immediately available funds on or before 10:00 a.m. New York
  City time on the Redemption Date. 

     If
  a Paying Agent holds, in accordance with the terms hereof, Cash sufficient to
  pay the Redemption Price of any Security for which a Redemption Notice has been
  tendered in accordance with this Indenture then, on the Redemption Date, such
  Security will cease to be outstanding and the rights of the Holder in respect
  thereof shall terminate (other than the right to receive the Redemption Price
  as aforesaid). 


 Section 3.6 Securities Redeemed in Part.
   


     Any
  Security that is to be purchased only in part shall be surrendered at the office
  of a Paying Agent, and promptly after the Redemption Date the Company shall
  execute and the Trustee shall authenticate and deliver to the Holder of such
  Security, without service charge except that the Company or the Trustee may
  require the payment of a sum sufficient to cover any tax or other governmental
  charge that may be imposed in relation thereto, a new Security or Securities,
  of such authorized denomination or denominations as may be requested by such
  Holder, in aggregate principal amount equal to, and in exchange for, the portion
  of the principal amount of the Security so surrendered that is not purchased.



Section 3.7 Offer to Repurchase Upon Change
  of Control. 


     (a)
  If at any time that Securities remain outstanding there shall occur a Change
  of Control, each Holder will have the right to require the Company to repurchase
  all of its Securities not previously called for redemption, or any portion of
  such Securities, at a purchase price (the "Change of Control Purchase
  Price") equal to 100% of the principal amount of all such Securities,
  plus accrued and unpaid interest, including Additional Interest, if any, on
  such Securities to, but not including, the Change of Control Purchase Date (as
  defined below) provided, that if a Change of Control Purchase Date falls
  after an Interest Payment Record Date and on or before an Interest Payment Date,
  then the interest and Additional Interest, if any, will be payable to the Holders
  in whose name the Securities are registered at the close of business on the
  Interest Payment Record Date. Upon the occurrence of a Change of Control, the
  Company shall make an offer (a "Change of Control Offer") to
  each Holder to repurchase all or any part (equal to $1,000 or an integral multiple
  thereof) of each Holder's Securities, as of the date that is 30 Business
  Days after the occurrence of the Change of Control (the "Change of Control
  Purchase Date"), subject to satisfaction by or on behalf of any Holder
  of the requirements set forth in subsection (c) of this Section 3.7.


20



 

     A
  "Change of Control" shall be deemed to have occurred if any
  of the following occurs after the date hereof: 

	 	(1)	any "Person"
      or "group" is or becomes the "beneficial owner," directly
      or indirectly, of shares of the Company's Voting Stock representing
      50% or more of the total voting power of all outstanding classes of the
      Company's Voting Stock or has the power, directly or indirectly, to
      elect a majority of the members of the board of directors of the Company;




	 	(2)	the Company
      consolidates with or merges with or into another Person or sells, assigns,
      conveys, transfers, leases or otherwise disposes of all or substantially
      all of its assets or any Person consolidates with, or merges with or into
      the Company, in any such event other than to one or more of its wholly-owned
      Subsidiaries, other than any such transaction pursuant to which the holders
      of 50% or more of the total voting power of all shares of its Capital Stock
      entitled to vote generally in elections of directors immediately prior to
      such transaction have the entitlement to exercise, directly or indirectly,
      50% or more of the total voting power of all shares of Capital Stock entitled
      to vote generally in the election of directors of the continuing or surviving
      corporation immediately after such transaction; or 




	 	(3)	 the Holders
      of the Company's Capital Stock approve any plan or proposal for the
      liquidation or dissolution of the Company (whether or not otherwise in compliance
      with this Indenture). 


     For
  the purpose of the definition of "Change of Control", (i) "person"
  and "group" have the meanings given such terms under Section 13(d)
  and 14(d) of the Exchange Act or any successor provisions, and the term "group"
  includes any group acting for the purpose of acquiring, holding or disposing
  of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act
  or any successor provision, (ii) a "beneficial owner" shall be determined
  in accordance with Rule 13d-3 under the Exchange Act, as in effect on the date
  of this Indenture, except that the number of shares of Voting Stock of the Company
  shall be deemed to include, in addition to all outstanding shares of Voting
  Stock of the Company and Unissued Shares deemed to be held by the "person"
  or "group" or other Person with respect to which the Change of Control
  determination is being made, all Unissued Shares deemed to be held by all other
  Persons, and (iii) the terms "beneficially owned" and "beneficially
  own" shall have meanings correlative to that of "beneficial owner."
  The term "Unissued Shares" means shares of Voting Stock not
  outstanding that are subject to options, warrants, rights to purchase or conversion
  privileges exercisable within 60 days of the date of determination of a Change
  of Control. 

21



 

     Notwithstanding
  anything to the contrary set forth in this Section 3.7, a Change of Control
  will not be deemed to have occurred if either: 

	 	(1)	 the Closing
      Price of the Common Stock for any five Trading Days during the ten Trading
      Days immediately preceding the Change of Control is at least equal to 105%
      of the Conversion Price in effect on such Trading Day; or 
	 	 	 
	 	(2)	 in the case of a
      merger or consolidation, all of the consideration (excluding Cash payments
      for fractional shares and Cash payments pursuant to dissenters' appraisal
      rights) to be received in the merger or consolidation constituting the Change
      of Control by holders of Common Stock consists of common stock traded on
      a United States national securities exchange or quoted on the NNM (or which
      will be so traded or quoted when issued or exchanged in connection with
      such Change of Control) and as a result of such transaction or transactions
      the Securities become convertible solely into such common stock.
    


     (b)
  Notice of Change of Control. Within 10 Business Days after the occurrence
  of a Change of Control, the Company shall mail a written notice of the Change
  of Control by first class mail to the Trustee and to each Holder (and to beneficial
  owners as required by applicable law). The notice shall include the form of
  Change of Control Purchase Notice to be completed by the Holder in the event
  the Holder elects such right to repurchase and shall state: 

	 	(1)	that the
      Change of Control Offer is being made pursuant to this Section 3.7 and that
      all Securities tendered will be accepted for payment;
	 	 	 
	 	(2)	 the date of such
      Change of Control and, briefly, a description of such Change of Control;
    
	 	 	 
	 	(3)	the date by which
      the Change of Control Purchase Notice must be delivered pursuant to this
      Section 3.7 in order for the Holder to exercise the repurchase right;
	 	 	 
	 	(4)	the Change of Control
      Purchase Date;
	 	 	 
	 	(5)	 the Change of Control
      Purchase Price;
	 	 	 
	 	(6)	the Holder's right
      to require the Company to purchase the Securities;
	 	 	 
	 	(7)	briefly, information
      about the Holder's right to convert the Securities;
	 	 	 
	 	(8)	that any Security
      not tendered will continue to accrue interest including Additional Interest,
      if any;
	 	 	 
	 	(9)	the name and address
      of each Paying Agent and Conversion Agent;
	 	 	 
	 	(10)	 the Conversion Price
      and any adjustments thereto; 


22



 

	 	(11)	that Securities
      as to which a Change of Control Purchase Notice has been given may be converted
      into Common Stock pursuant to Article 4 of this Indenture only if the
      Change of Control Purchase Notice has been withdrawn in accordance with
      the terms of this Indenture;
	 	 	 
	 	(12)	the procedures that
      the Holder must follow to exercise rights under this Section 3.7; 
	 	 	 
	 	(13)	the procedures for
      withdrawing a Change of Control Purchase Notice, including a form of notice
      of withdrawal;
	 	 	 
	 	(14)	that the Holder must
      satisfy the requirements set forth in the Securities in order to convert
      the Securities;
	 	 	 
	 	(15)	 that, unless the
      Company defaults in the payment of the Change of Control Purchase Price,
      all Securities accepted for payment pursuant to the Change of Control Offer
      shall cease to accrue interest and Additional Interest, if any, on and after
      the Change of Control Payment Date;
	 	 	 
	 	(16)	 that Holders electing
      to have any Securities purchased pursuant to a Change of Control Offer will
      be required to surrender the Securities, with the Change of Control Purchase
      Notice completed, to the Paying Agent at the address specified in the notice
      prior to the close of business on the second Business Day preceding the
      Change of Control Purchase Date;
	 	 	 
	 	(17)	 that Holders will
      be entitled to withdraw their election if the Paying Agent receives from
      the Holder, not later than the close of business on the second Business
      Day preceding the Change of Control Payment Date, facsimile transmission,
      letter or any other written form setting forth the name of the Holder, the
      principal amount of Securities delivered for purchase, and a statement that
      such Holder is withdrawing its Change of Control Purchase Notice; and
    
	 	 	 
	 	(18)	 that Holders whose
      Securities are being purchased only in part will be issued new Securities
      equal in principal amount to the unpurchased portion of the Securities surrendered,
      which unpurchased portion must be equal to $1,000 in principal amount or
      an integral multiple thereof.


     If
  any of the Securities is in the form of a Global Security, then the Company
  shall modify such notice to the extent necessary to accord with the procedures
  of the Depositary applicable to the repurchase of Global Securities.


     (c)
  Change of Control Purchase Notice. A Holder may exercise its right specified
  in Section 3.7(a) upon delivery of a properly completed written notice
  (which shall be in substantially the form included in Exhibit A hereto
  and which may be delivered by letter, overnight courier, hand delivery, facsimile
  transmission or in any other written form and, in the case of Global Securities,
  may be delivered electronically or by other means in accordance with the Depositary's
  customary procedures) of the exercise of such rights (a "Change of Control
  Purchase Notice") to the Paying Agent at any time prior to 5:00 p.m.,
  New York City time, on the second Business Day immediately preceding the Change
  of Control Purchase Date, stating: 

23



 

    
	 	      (i)
        the certificate number of the Security which the Holder will deliver to
        be repurchased or the appropriate depositary procedures if Certificated
        Securities have not been issued; 

           (ii)
        the portion of the principal amount of the Security which the Holder will
        deliver to be repurchased, which portion must be $1,000 or an integral
        multiple of $1,000; and 

           (iii)
        that such Security shall be repurchased on the Change of Control Purchase
        Date pursuant to the terms and conditions specified in the Securities
        and this Indenture. 



The delivery
  of such Security to the Paying Agent with, or at any time after delivery of,
  the Change of Control Purchase Notice (together with all necessary endorsements)
  at the offices of the Paying Agent shall be a condition to the receipt by the
  Holder of the Change of Control Purchase Price therefor. A Paying Agent shall
  promptly notify the Company of the receipt by it of any Change of Control Purchase
  Notice. 

     (d)
  Effect of Change of Control Purchase Notice. Upon receipt by any Paying
  Agent of the Change of Control Purchase Notice specified in Section 3.7(c),
  the Holder of the Security in respect of which such Change of Control Purchase
  Notice was given shall (unless such Change of Control Purchase Notice is withdrawn
  as specified below) thereafter be entitled to receive the Change of Control
  Purchase Price with respect to such Security, provided, that if a Change
  of Control Purchase Date falls after an Interest Payment Record Date and on
  or before an Interest Payment Date, then the interest and Additional Interest,
  if any, will be payable to the Holders in whose name the Securities are registered
  at the close of business on the Interest Payment Record Date. Such Change of
  Control Purchase Price shall be paid to such Holder promptly following the later
  of (i) the Change of Control Purchase Date with respect to such Security (provided
  the conditions in Section 3.7(c) have been satisfied) and (ii) the time of delivery
  of such Security to a Paying Agent by the Holder thereof in the manner required
  by Section 3.7(c). Securities in respect of which a Change of Control Purchase
  Notice has been given by the Holder thereof may not be converted into shares
  of Common Stock pursuant to Article 4 on or after the date of the delivery of
  such Change of Control Purchase Notice unless such Change of Control Purchase
  Notice has first been validly withdrawn as specified in the following paragraph.


     (e)
  Withdrawal. A Change of Control Purchase Notice may be withdrawn in whole
  or in a portion thereof that is a principal amount of $1,000 or an integral
  multiple thereof by means of a written notice (which may be delivered by mail,
  overnight courier, hand delivery, facsimile transmission or in any other written
  form and, in the case of Global Securities, may be delivered electronically
  or by other means in accordance with the Depositary's customary procedures)
  of withdrawal delivered to the office of the Paying Agent at any time prior
  to 5:00 p.m., New York City time, on the second Business Day preceding the Change
  of Control Purchase Date, specifying: 

24



 

	 	     (i)
        the certificate number, if any, or the appropriate Depositary procedures,
        if applicable, or the Security in respect of which such notice of withdrawal
        is being submitted; 

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

           (iii)
        the principal amount, if any, of such Security which remains subject to
        the original Change of Control Purchase Notice and which has been or will
        be delivered for repurchase by the Company. 

      




A Paying Agent shall
promptly notify the Company of the receipt by it of any such notice of withdrawal.
 
     (f)
  Deposit of Change of Control Purchase Price. On or before 10:00 a.m.
  New York City time on the Change of Control Purchase Date, the Company shall
  deposit with the Trustee or with a Paying Agent (other than the Company or an
  Affiliate of the Company) an amount of money (in immediately available funds
  if deposited on such Change of Control Purchase Date) sufficient to pay the
  aggregate Change of Control Purchase Price of all the Securities or portions
  thereof that are to be purchased on such Change of Control Purchase Date. The
  manner in which the deposit required by this Section 3.7(f) is made by the Company
  shall be at the option of the Company, provided that such deposit shall
  be made in a manner such that the Trustee or a Paying Agent shall have immediately
  available funds on or before 10:00 a.m. New York City time on the Change of
  Control Purchase Date. 

     If
  a Paying Agent holds, in accordance with the terms hereof, Cash sufficient to
  pay the Change of Control Purchase Price of any Security for which a Change
  of Control Purchase Notice has been tendered and not withdrawn in accordance
  with this Indenture then, on the Change of Control Purchase Date, such Security
  will cease to be outstanding and the rights of the Holder in respect thereof
  shall terminate (other than the right to receive the Change of Control Purchase
  Price as aforesaid). The Company shall publicly announce the principal amount
  of Securities purchased as a result of such Change of Control on or as soon
  as practicable after the Change of Control Purchase Date. 

     (g)
  Securities Purchased in Part. Any Security that is to be purchased only
  in part shall be surrendered at the office of a Paying Agent, and promptly after
  the Change of Control Purchase Date the Company shall execute and the Trustee
  shall authenticate and deliver to the Holder of such Security, without service
  charge except that the Company or the Trustee may require the payment of a sum
  sufficient to cover any tax or other governmental charge that may be imposed
  in relation thereto, a new Security or Securities, of such authorized denomination
  or denominations as may be requested by such Holder, in aggregate principal
  amount equal to, and in exchange for, the portion of the principal amount of
  the Security so surrendered that is not purchased. 

     (h)
  Compliance with Securities Laws Upon Purchase of Securities. In connection with
  any offer to purchase -----------------------------------------------------------
  or purchase of Securities under Section 3.7 hereof, the Company shall: 

25



 

	 	
             (i) comply with Rule 13e-4 and Rule 14e-1
        (or any successor provision) under the Exchange Act, as applicable;

            (ii)
        file the related Schedule TO (or any successor schedule, form or report)
        under the Exchange Act, as applicable; and 

           (iii)
        otherwise comply with all federal and state securities laws so as to permit
        the rights and obligations under Section 3.7 to be exercised in the time
        and in the manner specified therein. 






     To
  the extent that the provisions of any securities laws or regulations conflict
  with the provisions of this Section 3.7, the Company's compliance with
  such laws and regulations shall not in and of itself cause a breach of its obligations
  under this Section 3.7. 

     (i)
  Repayment to the Company. To the extent that the aggregate amount of
  Cash deposited by the Company pursuant to Section 3.7(f) exceeds the aggregate
  Change of Control Purchase Price together with accrued and unpaid interest including
  Additional Interest, if any, thereon of the Securities or portions thereof that
  the Company is obligated to purchase, then promptly after the Change of Control
  Purchase Date the Trustee or a Paying Agent, as the case may be, shall return
  any such excess Cash to the Company. 

     (j)
  Compliance by Third Party In Lieu of Company. Notwithstanding anything
  to the contrary in this Section 3.7, the Company shall not be required to make
  a Change of Control Offer upon a Change of Control if a third party makes the
  Change of Control Offer in the manner, at the times and otherwise in compliance
  with the requirements set forth in this Section 3.7 hereof and all other provisions
  of this Indenture applicable to a Change of Control Offer made by the Company
  and purchases all Securities validly tendered and not withdrawn under such Change
  of Control Offer. 


Section 3.8 Offer to Repurchase Securities
  on Specific Dates. 


     (a)
  Optional Purchase Offer. On November 15, 2008, November 15, 2013 and
  November 15, 2018 (each, an "Optional Purchase Date"), each
  Holder will have the right to require the Company to repurchase all of its Securities
  not previously called for redemption, or any portion of such Securities at a
  purchase price equal to 100% of the principal amount of those Securities, plus
  accrued and unpaid interest and Additional Interest, if any, to, but not including,
  the applicable Optional Purchase Date (the "Optional Purchase Price")
  provided, that if an Optional Purchase Date falls after an Interest Payment
  Record Date and on or before an Interest Payment Date, then the interest and
  Additional Interest, if any, will be payable to the Holders in whose name the
  Securities are registered at the close of business on the Interest Payment Record
  Date. The Company shall make an offer (each an "Optional Purchase Offer")
  to each Holder to repurchase all or any part (equal to $1,000 or an integral
  multiple thereof) of each Holder's Securities, as of the applicable Optional
  Purchase Date. 

     (b)
  Notice of Optional Purchase Date. No earlier than 60 and no later than
  30 Business Days prior to each Optional Purchase Date, the Company shall mail
  or cause to be mailed a written notice of the Optional Purchase Offer by first
  class mail to the Trustee and to each Holder (and to beneficial owners as required
  by applicable law). The notice shall include the form of Optional Purchase Notice
  to be completed by the Holder and returned to the Company in the event that
  the Holder elects such right to repurchase and shall state: 

26



 

	 	(1)	that the
      Optional Purchase Offer is being made pursuant to this Section 3.8 and that
      all Securities tendered will be accepted for payment; 
	 	 	 
	 	(2)	the date by which
      the Optional Purchase Notice must be delivered pursuant to this Section
      3.8 in order for a Holder to exercise the repurchase right;
	 	 	 
	 	(3)	the Optional Purchase
      Date;
	 	 	 
	 	(4)	the Optional Purchase
      Price;
	 	 	 
	 	(5)	the Holder's right
      to require the Company to purchase the Securities;
	 	 	 
	 	(6)	briefly, information
      about the Holder's right to convert the Securities;
	 	 	 
	 	(7)	that any Security
      not tendered will continue to accrue interest, including Additional Interest,
      if any;
	 	 	 
	 	(8)	 the name and address
      of the Paying Agent and the Conversion Agent;
	 	 	 
	 	(9)	the Conversion Price
      and any adjustments thereto;
	 	 	 
	 	(10)	that Securities as
      to which an Optional Purchase Notice has been given may be converted into
      Common Stock pursuant to Article 4 of this Indenture only if the Optional
      Purchase Notice has been withdrawn in accordance with the terms of this
      Indenture; 
	 	 	 
	 	(11)	the procedures the
      Holder must follow to exercise rights under this Section 3.8;
	 	 	 
	 	(12)	the procedures for
      withdrawing an Optional Purchase Notice, including a form of notice of withdrawal;
	 	 	 
	 	(13)	that the Holder must
      satisfy the requirements set forth in the Securities in order to convert
      the Securities; 
	 	 	 
	 	(14)	 that, unless the
      Company defaults in the payment of the Optional Purchase Price, all Securities
      accepted for payment pursuant to an Optional Purchase Offer shall cease
      to accrue interest and Additional Interest, if any, on and after the applicable
      Optional Purchase Date; 
	 	 	 
	 	(15)	that Holders electing
      to have any Securities purchased pursuant to an Optional Purchase Offer
      will be required to surrender the Securities, with the Optional Purchase
      Notice completed, to the Paying Agent at the address specified in the notice
      prior to the close of business on the second Business Day preceding the
      applicable Optional Purchase Date; 


 

27



 

	 	(16)	 that
      Holders will be entitled to withdraw their election if the Paying Agent
      receives from the Holder, not later than the close of business on the second
      Business Day preceding the applicable Optional Purchase Date, facsimile
      transmission, letter or any other written form setting forth the name of
      the Holder, the principal amount of Securities delivered for purchase, and
      a statement that such Holder is withdrawing its Optional Purchase Notice;
      and 
	 	 	 
	 	(17)	 that Holders whose
      Securities are being purchased only in part will be issued new Securities
      equal in principal amount to the unpurchased portion of the Securities surrendered,
      which unpurchased portion must be equal to $1,000 in principal amount or
      an integral multiple thereof. 


     If
  any of the Securities is in the form of a Global Security, then the Company
  shall modify such notice to the extent necessary to accord with the procedures
  of the Depositary applicable to the repurchase of Global Securities.


     (c)
  Optional Purchase Notice. A Holder may exercise its right specified in
  Section 3.8(a) upon delivery of a written notice (which shall be in substantially
  the form included in Exhibit A hereto and which may be delivered by letter,
  overnight courier, hand delivery, facsimile transmission or in any other written
  form and, in the case of Global Securities, may be delivered electronically
  or by other means in accordance with the Depositary's customary procedures)
  of the exercise of such rights (a "Optional Purchase Notice")
  to the Paying Agent no earlier than 5:00 p.m., New York City time, on the 20th
  Business Day and no later than 5:00 p.m., New York City time, on the second
  Business Day immediately preceding the applicable Optional Purchase Date, stating:


	 	(1)	the certificate
      number of the Security which the Holder will deliver to be repurchased or
      the appropriate Depositary procedures if Certificated Securities have not
      been issued; 
	 	 	 
	 	(2)	 the portion of the
      principal amount of the Security which the Holder will deliver to be repurchased,
      which portion must be in principal amounts of $1,000 or an integral multiple
      of $1,000; and 
	 	 	 
	 	(3)	that such Security
      shall be repurchased by the Company as of the Optional Purchase Date pursuant
      to the terms and conditions specified in the Securities and in this Indenture.
    


     A
  Paying Agent shall promptly notify the Company of the receipt by it of any such
  Optional Purchase Notice. The delivery of such Security to the Paying Agent
  with, or at any time after delivery of, the Optional Purchase Notice (together
  with all necessary endorsements) at the offices of the Paying Agent shall be
  a condition to the receipt by the Holder of the Optional Purchase Price therefor.


     (d)
  Effect of Optional Purchase Notice. Upon receipt by the Paying Agent
  of an Optional Purchase Notice, the Holder of the Security in respect of which
  such Optional Purchase Notice was given shall (unless such Optional Purchase
  Notice is withdrawn as specified in the following paragraph) thereafter be entitled
  to receive solely the Optional Purchase Price with respect to such Security,
  provided, that if an Optional Purchase Date falls after an Interest Payment
  Record Date and on or before an Interest Payment Date, then the interest and
  Additional Interest, if any, will be payable to the Holders in whose name the
  Securities are registered at the close of business on the Interest Payment 

28



 

Record Date.
  Such Optional Purchase Price shall be paid to such Holder promptly following
  the later of (i) the applicable Optional Purchase Date with respect to
  such Security (provided the conditions in Section 3.8(c) have been
  satisfied) and (ii) the time of delivery of such Security to the Paying
  Agent by the Holder thereof in the manner required by Section 3.8. Securities
  in respect of which an Optional Purchase Notice has been given by the Holder
  thereof may not be converted pursuant to Article 4 on or after the date of the
  delivery of such Optional Purchase Notice unless such Optional Purchase Notice
  has first been validly withdrawn as specified in the following paragraph.


     (e)
  Withdrawal. An Optional Purchase Notice may be withdrawn in whole or
  in a portion thereof that is a principal amount of $1,000 or an integral multiple
  thereof by means of a written notice (which may be delivered by mail, overnight
  courier, hand delivery, facsimile transmission or in any other written form
  and, in the case of Global Securities, may be delivered electronically or by
  other means in accordance with the Depositary's customary procedures) of
  withdrawal delivered to the office of the Paying Agent in accordance with the
  Optional Purchase Notice at any time prior to 5:00 p.m., New York City time,
  on the second Business Day preceding the Optional Purchase Date, specifying:


	 	
             (i) the certificate number, if any, or the
        appropriate Depositary procedures, if applicable, of the Security in respect
        of which such notice of withdrawal is being submitted; 

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

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



A Paying Agent
  shall promptly notify the Company of the receipt by it of any such notice of
  withdrawal. 

     (f)
  Deposit of Optional Purchase Price. On or before 10:00 a.m., New York
  City time, on an Optional Purchase Date, the Company shall deposit with a Paying
  Agent (other than the Company or an Affiliate of the Company) an amount of money
  (in immediately available funds if deposited on such Business Day), sufficient
  to pay the aggregate Optional Purchase Price of all the Securities or portions
  thereof which are to be purchased on such Optional Purchase Date. The manner
  in which the deposit required by this Section 3.8(f) is made by the Company
  shall be at the option of the Company, provided that such deposit shall
  be made in a manner such that the Trustee or a Paying Agent shall have immediately
  available funds on or before 10:00 a.m. New York City time on the Optional Purchase
  Date. 

     If
  the Paying Agent holds, in accordance with the terms hereof, Cash sufficient
  to pay the Optional Purchase Price of any Securities for which an Optional Purchase
  Notice has been tendered and 

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not withdrawn
  in accordance with this Indenture, then, on such Optional Purchase Date, such
  Securities will cease to be outstanding, and the rights of the Holders in respect
  thereof shall terminate (other than the right to receive the Optional Purchase
  Price upon delivery of such Securities). The Company shall publicly announce
  the principal amount of Securities purchased pursuant to an Optional Purchase
  Offer on or as soon as practicable after each Optional Purchase Date.


     (g)
  Securities Repurchased in Part. Any Security that is to be purchased
  only in part shall be surrendered at the office of a Paying Agent, and promptly
  after the Optional Purchase Date, the Company shall execute and the Trustee
  shall authenticate and deliver to the Holder of such Security, without service
  charge except that the Company or the Trustee may require the payment of a sum
  sufficient to cover any tax or other governmental charge that may be imposed
  in relation thereto, a new Security or Securities, of such authorized denomination
  or denominations as may be requested by such Holder, in aggregate principal
  amount equal to, and in exchange for, the portion of the principal amount of
  the Security so surrendered that is not purchased. 

     (h)
  Compliance With Securities Laws Upon Repurchase of Securities. In connection
  with any offer to purchase -------------------------------------------------------------
  or purchase of Securities under Section 3.8(a) hereof, the Company shall:

	 	
             (i) comply with Rule 13e-4 and Rule 14e-1
        (or any successor provision) under the Exchange Act, as applicable;

            (ii)
        file the related Schedule TO (or any successor schedule, form or report)
        under the Exchange Act, as applicable; and  

           (iii)
        otherwise comply with all federal and state securities laws so as to permit
        the rights and obligations under Section 3.8 to be exercised in the time
        and in the manner specified therein. 



     To
  the extent that the provisions of any securities laws or regulations conflict
  with the provisions of this Section 3.8, the Company's compliance with
  such laws and regulations shall not in and of itself cause a breach of its obligations
  under this Section 3.8. 

     (i)
  Repayment to the Company. To the extent that the aggregate amount of
  Cash deposited by the Company pursuant to Section 3.8(f) exceeds the aggregate
  Optional Purchase Price together with accrued and unpaid interest including
  Additional Interest, if any, thereon of the Securities or portions thereof that
  the Company is obligated to purchase, then promptly after the Optional Purchase
  Date the Trustee or a Paying Agent, as the case may be, shall return any such
  excess Cash to the Company. 

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ARTICLE
  IV.  

  CONVERSION


 Section 4.1 Conversion Privilege.


     (a)
  Right to Converts. Subject to the further provisions of this Article
  4 and paragraph 8 of the Securities, a Holder of a Security shall have the right,
  at such Holder's option, to convert a Security (or any portion thereof
  equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common
  Stock at any time prior to the close of business on the Final Maturity Date,
  at the Conversion Price then in effect: 

	 	
             (i) if the Closing Price of the Common Stock
        on the Trading Day prior to the Conversion Date was 120% or more of the
        then current Conversion Price of such Security on such Trading Day;
      

            (ii)
        if the Company delivers a notice of redemption pursuant to Section 3.3
        hereof;  

           (iii)
        during the five consecutive Business Days after any five consecutive Trading
        Day period in which the average Trading Price for the Securities was less
        than 98% of the average Conversion Value for the Securities during such
        period; 

           (iv)
        if the Company distributes to Holders of Common Stock rights entitling
        them to purchase Common Stock at less than the Closing Price of the Common
        Stock on the last Trading Day preceding the declaration for such distribution;
      

            (v)
        if the Company distributes to Holders of Common Stock assets, debt, securities
        or any rights to purchase the Company's securities (excluding dividends
        or distributions for which a Conversion Price adjustment is required to
        be made under Section 4.6(a) or 4.6(b)), which distribution has a per
        share value as determined by the Board of Directors exceeding 10% of the
        Closing Price of the Common Stock on the last Trading Day preceding the
        declaration for such distribution; or 

           (vi)
        if the Company becomes a party to a consolidation, merger or sale of all
        or substantially all of the Company's assets or a Change of Control
        occurs pursuant to which the Common Stock would be converted into Cash,
        stock or other property unless all of the consideration, excluding Cash
        payments for fractional shares and Cash payments made pursuant to dissenters'
        appraisal rights, in a merger or consolidation otherwise constituting
        a Change in Control consists of shares of common stock, depositary receipts
        or other certificates representing common equity interests traded on a
        national securities exchange or quoted on the NNM, or will be so traded
        immediately following such merger or consolidation, and as a result of
        such merger or consolidation the Securities become convertible solely
        into such common stock, depositary receipts or other securities representing
        common equity interests; 

      


provided, however,
  that, if such Security is called for redemption or submitted or presented for
  purchase pursuant to Article 3, such conversion right shall terminate at the
  close of business on the second Business Day preceding the Redemption Date,
  the Change of Control Purchase Date or Optional Purchase Date, as applicable,
  for such Security or such earlier date as the Holder presents such Security
  for purchase (unless the Company shall Default in making the Redemption Price,
  Change of Control Purchase Price or Optional Purchase Price payment when due,
  in which case the conversion right shall terminate at the close of business
  on the date such Default is cured and such Security is purchased). 

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     (b)
  Conversion Consideration. Upon conversion of a Security, the Company's
  Conversion Obligation shall be determined by dividing the principal amount of
  the Security or portion thereof surrendered for conversion by the Conversion
  Price in effect on the Conversion Date, except if the conversion is a Principal
  Value Conversion. The Company's Conversion Obligation upon any Principal
  Value Conversion shall be equal to the principal amount of the Security being
  converted plus accrued and unpaid interest and Additional Interest, if any,
  thereon. In addition, upon any conversion of a Security on any date on which
  (i) the Security is not registered under the Securities Act and is not immediately
  freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor
  provision), and (ii) a Registration Default exist, the number of shares of Common
  Stock to be delivered by the Company in satisfaction of its Conversion Obligation
  shall be 103% of the number of shares of Common Stock otherwise deliverable
  hereunder. To the extent the Company satisfies its Conversion Obligation in
  Cash, no additional consideration shall be paid pursuant to the preceding sentence.
  The initial Conversion Price is set forth in paragraph 8 of the Securities and
  is subject to adjustment as provided in this Article 4. 

     (c)
Conversion Limitations. A Holder may convert a portion of a Security equal to
any integral multiple of $1,000. Provisions of this Indenture that apply to conversion
of all of a Security also apply to conversion of a portion of a Security. 
     A
  Holder of a Security is not entitled to receive any accrued and unpaid interest
  including Additional Interest, if any, in respect of the Security upon, or from
  and after, the conversion of such Security. 

     A
  Holder of Securities is not entitled to any rights of a holder of Common Stock
  until such Holder has converted its Securities to Common Stock, and only to
  the extent such Securities are deemed to have been converted into Common Stock
  pursuant to this Article 4. 

     (d)
Notice of Ex-Dividend Date. If the Company elects to make a distribution
to holders of Common Stock pursuant to Section 4.1(a)(iv) or (v) above, the Company
must notify the Holders at least 20 days prior to the ex-dividend date for such
distribution. Once the Company has given such notice, a Holder may surrender its
Securities for conversion at any time until the earlier of the close of business
on the Business Day prior to the ex-dividend date or the Company's announcement
that such distribution will not take place. 

     (e)
  Determination of Trading Value. The Trustee shall have no obligation
  to determine the Trading Price of the Securities unless the Company has requested
  such determination. The Company shall have no obligation to make such a request
  unless a Holder provides the Company with a written request to determine the
  Trading Price of the Securities, which notice shall include reasonable evidence
  that the Trading Price per $1,000 principal amount of the Securities would be
  less than 98% of the Conversion Value. Upon receipt of any such request, within
  one Business Day, the Company shall instruct the Trustee or Conversion Agent,
  as the case may be, to determine the Trading Price of the Securities beginning
  on the next Trading Day and on each successive Trading Day until, and only until,
  the Trading Price of the Securities is greater than or equal to 98% of the Conversion
  Value. 

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     (f)
Notice of Occurrence of Conversion Event. The Company will provide written notice
to the Trustee upon the occurrence of any of the conversion events specified in
this Section 4.1 by 10:00 a.m., New York City time, on the next Business Day following
any Conversion Notice. 

 Section 4.2 Conversion Procedure.


     To
  convert a Security, a Holder must (a) complete and manually sign the Conversion
  Notice on the back of the Security (the "Conversion Notice")
  and deliver such notice to a Conversion Agent, (b) surrender the Security to
  a Conversion Agent, (c) furnish appropriate endorsements and transfer documents
  if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar
  tax, if required, and (e) satisfy any additional requirement under paragraph
  8 of the Security, if any. The date on which the Holder satisfies all of those
  requirements is the "Conversion Date." Upon conversion of a
  Security, the Company may choose to deliver shares of Common Stock, Cash or
  a combination of shares of Common Stock and Cash as set forth in Section 4.15.
  Anything herein to the contrary notwithstanding, in the case of Global Securities,
  Conversion Notices may be delivered and such Securities may be surrendered for
  conversion in accordance with the Applicable Procedures as in effect from time
  to time. 

     Each
  conversion shall be deemed to have been effected as to any Security (or portion
  thereof) as of the close of business on the later of (i) the Conversion Date,
  (ii) the expiration of the Cash Settlement Notice Period, or (iii) if the Company
  elects to pay Cash in lieu of Common Stock pursuant to Section 4.15, the expiration
  of the Cash Settlement Averaging Period, and the person in whose name any certificate
  or certificates for shares of Common Stock shall be issuable upon such conversion
  shall be deemed to have become on said date the Holder of record of the shares
  represented thereby; provided, however, that in case of any such
  surrender of a Security on any date when the stock transfer books of the Company
  shall be closed, the person or persons in whose name the certificate or certificates
  for such shares are to be issued shall be deemed to have become the record Holder
  thereof for all purposes on the next day on which such stock transfer books
  are open, but such conversion shall be at the Conversion Price in effect on
  the date upon which such Securities shall be surrendered. 

     No
  payment or adjustment will be made for dividends or distributions on Common
  Stock issued upon conversion of a Security. 

     Except
  as otherwise provided in this paragraph or upon a Principal Value Conversion,
  no payment or adjustment will be made for accrued interest including Additional
  Interest, if any, on a converted Security. Securities surrendered for conversion
  (in whole or in part) during the period from the close of business on any record
  date to the opening of business on the next succeeding Interest Payment Date
  (excluding Securities or portions thereof presented for purchase upon a Redemption
  Date, a Change of Control Purchase Date or an Optional Purchase Date during
  the period beginning at the close of business on a record date and ending at
  the opening of business on the first Business Day after the next succeeding
  Interest Payment Date, or if such Interest Payment Date is not a Business Day,
  the second such Business Day) shall also be accompanied by payment in funds
  acceptable to the Company of an amount equal to the interest payable on such
  interest payment date on the principal amount of such Security then being converted,
  and such interest and Additional Interest, if any, shall be payable to the registered
  Holder notwithstanding the conversion of such Security, subject to the provisions
  of this Indenture relating to the payment of defaulted interest by the Company.
  If the Company Defaults in the payment of interest payable on such Interest
  Payment Date, the Company shall promptly repay such funds to such Holder.


33



 

     Nothing
  in this Section 4.2 shall affect the right of a Holder in whose name any Security
  is registered at the close of business on a record date to receive the interest
  payable on such Security on the related Interest Payment Date in accordance
  with the terms of this Indenture and the Securities. If a Holder converts more
  than one Security at the same time, the number of shares of Common Stock issuable
  upon the conversion shall be based on the aggregate principal amount of Securities
  converted. 

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


     For
  the avoidance of doubt, settlement in Cash or Cash and shares of Common Stock,
  for any conversion of a Security shall be on the first Trading Day following
  the last day of the Cash Settlement Averaging Period. Settlement solely in shares
  of Common Stock, for any conversion of a Security shall be on the third Trading
  Day following the final day of the Cash Settlement Notice Period. 


 Section 4.3 Fractional Shares. 


     The
  Company will not issue fractional shares of Common Stock upon conversion of
  Securities. In lieu thereof, the Company will pay an amount in Cash for the
  current market value of the fractional shares. The current market value of a
  fractional share shall be determined (calculated to the nearest 1/1000th
  of a share) by multiplying the Closing Price of the Common Stock on the Trading
  Day immediately prior to the Conversion Date by such fractional share and rounding
  the product to the nearest whole cent. 


 Section 4.4 Taxes on Conversion. 


     If
  a Holder converts a Security, the Company shall pay any documentary, stamp or
  similar issue or transfer tax due on the issue of shares of Common Stock upon
  such conversion. However, the Holder shall pay any such tax which is due because
  the Holder requests the shares to be issued in a name other than the Holder's
  name. The Conversion Agent may refuse to deliver the certificate representing
  the Common Stock being issued in a name other than the Holder's name until
  the Conversion Agent receives a sum sufficient to pay any tax which will be
  due because the shares are to be issued in a name other than the Holder's
  name. Nothing herein shall preclude any tax withholding required by law or regulation.


34



 


 Section 4.5 Company to Reserve Stock. 


     The
  Company shall, prior to issuance of any Securities hereunder, and from time
  to time as may be necessary, reserve, out of its authorized but unissued Common
  Stock, a sufficient number of shares of Common Stock to permit the conversion
  of all outstanding Securities into shares of Common Stock. 

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

     The
  Company will endeavor promptly to comply with all federal and state securities
  laws regulating the offer and delivery of shares of Common Stock upon conversion
  of Securities, if any, and will list or cause to have quoted such shares of
  Common Stock on each national securities exchange or on the NNM or other over-the-counter
  market or such other market on which the Common Stock is then listed or quoted;
  provided, however, that if rules of such automated quotation system or
  exchange permit the Company to defer the listing of such Common Stock until
  the first conversion of the Securities into Common Stock in accordance with
  the provisions of this Indenture, the Company covenants to list such Common
  Stock issuable upon conversion of the Securities in accordance with the requirements
  of such automated quotation system or exchange at such time. Any Common Stock
  issued upon conversion of a Security hereunder which at the time of conversion
  was a Restricted Security will also be a Restricted Security. 


 Section 4.6 Adjustment of Conversion Price. 


     The
  conversion price as stated in paragraph 8 of the Securities (the "Conversion
  Price") shall be adjusted from time to time by the Company as follows
  (without duplication): 

     (a)
  In case the Company shall (i) pay a dividend on its Common Stock in shares of
  Common Stock, (ii) make a distribution on its Common Stock in shares of Common
  Stock, (iii) subdivide its outstanding Common Stock into a greater number of
  shares, or (iv) combine or reclassify its outstanding Common Stock into a smaller
  number of shares, the Conversion Price in effect immediately prior thereto shall
  be adjusted so that the Holder of any Security thereafter surrendered for conversion
  shall be entitled to receive that number of shares of Common Stock which it
  would have owned had such Security been converted immediately prior to the record
  date of such event or the happening of such event, as appropriate. An adjustment
  made pursuant to this subsection (a) shall become effective immediately after
  the record date for the determination of shareholders entitled to receive such
  dividend or distribution in the case of a dividend or distribution and shall
  become effective immediately after the effective date in the case of subdivision,
  combination or classification. 

     (b)
  In case the Company shall issue rights or warrants to all or substantially all
  holders of its Common Stock entitling them (for a period commencing no earlier
  than the record date described below and expiring not more than 60 days after
  such record date) to subscribe for or purchase shares of Common Stock (or securities
  convertible into Common Stock) at a price per share (or having a conversion
  price per share) less than the Current Market Price per share of Common Stock
  on the record date for the determination of shareholders entitled to receive
  such rights or warrants, the Conversion Price in effect immediately prior to
  the date of issuance shall be adjusted so that the same shall equal the price
  

35



 

determined
  by multiplying the Conversion Price in effect immediately prior to such record
  date by a fraction of which the numerator shall be the number of shares of Common
  Stock outstanding on such record date plus the number of shares which the aggregate
  offering price of the total number of shares of Common Stock so offered (or
  the aggregate conversion price of the convertible securities so offered, which
  shall be determined by multiplying the number of shares of Common Stock issuable
  upon conversion of such convertible securities by the conversion price per share
  of Common Stock pursuant to the terms of such convertible securities) would
  purchase at the Current Market Price per share of Common Stock on such record
  date, and of which the denominator shall be the number of shares of Common Stock
  outstanding on such record date plus the number of additional shares of Common
  Stock offered (or into which the convertible securities so offered are convertible).
  Such adjustment shall be made successively whenever any such rights or warrants
  are issued, and shall become effective immediately after such record date. If
  at the end of the period during which such rights or warrants are exercisable
  not all such rights or warrants shall have been exercised, the adjusted Conversion
  Price shall be immediately readjusted to what it would have been based upon
  the number of additional shares of Common Stock actually issued (or the number
  of shares of Common Stock issuable upon conversion of convertible securities
  actually issued). 

      (c)
In case the Company shall distribute to all or substantially all of the holders
of its Common Stock any shares of capital stock of the Company (other than Common
Stock), evidences of indebtedness or other non-Cash assets (including securities
of any person other than the Company but excluding (1) dividends or distributions
paid exclusively in Cash or (2) dividends or distributions referred to in subsection
(a) of this Section 4.6), or shall distribute to all or substantially all of the
holders of its Common Stock rights or warrants to subscribe for or purchase any
of its securities (excluding those rights and warrants referred to in subsection
(b) of this Section 4.6 and also excluding the distribution of rights to all holders
of Common Stock pursuant to a Rights Plan (as defined below)), then in each such
case the Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the current Conversion Price by a fraction of which
the numerator shall be the Current Market Price per share of the Common Stock
on the record date mentioned below less the fair market value on such record date
(as determined by the Board of Directors, whose determination shall be conclusive
evidence of such fair market value and which shall be evidenced by an Officers'
Certificate delivered to the Trustee) of the portion of the capital stock, evidences
of indebtedness or other non-Cash assets so distributed or of such rights or warrants
applicable to one share of Common Stock (determined on the basis of the number
of shares of Common Stock outstanding on the record date), and of which the denominator
shall be the Current Market Price per share of the Common Stock on such record
date. Such adjustment shall be made successively whenever any such distribution
is made and shall become effective immediately after the record date for the determination
of shareholders entitled to receive such distribution. In the event that a record
date for any dividend or distribution referred to in this subsection (c) occurs,
but such dividend or distribution is not then paid or made, the Conversion Price
shall again be adjusted to be the Conversion Price which would have been in effect
if such dividend or distribution had not been declared. 

36



 

     In
  the event the then fair market value (as so determined) of the portion of the
  capital stock, evidences of indebtedness or other non-Cash assets so distributed
  or of such rights or warrants applicable to one share of Common Stock is equal
  to or greater than the Current Market Price per share of the Common Stock on
  such record date, in lieu of the foregoing adjustment, adequate provision shall
  be made so that each holder of a Security shall have the right to receive upon
  conversion the amount of capital stock, evidences of indebtedness or other non-Cash
  assets so distributed or of such rights or warrants such holder would have received
  had such holder converted each Security on such record date. If the Board of
  Directors determines the fair market value of any distribution for purposes
  of this Section 4.6(c) by reference to the actual or when issued trading market
  for any securities, it must in doing so consider the prices in such market over
  the same period used in computing the Current Market Price of the Common Stock.


     With
  respect to rights to purchase preferred shares or shares of Common Stock issued
  pursuant to any rights that may be issued or distributed pursuant to any shareholders'
  rights plan that the Company implements after the date of this Indenture (any
  rights that may be issued pursuant to any such future rights plan being referred
  to as a "Rights Plan"), upon conversion of the Securities into
  Common Stock, to the extent that such Rights Plan is in effect upon such conversion,
  each Holder of Securities will receive, in addition to the Common Stock, the
  rights described therein (whether or not the rights have separated from the
  Common Stock at the time of conversion), unless such Holder is specifically
  excluded from securing such rights by any Rights Plan. Any distribution of rights
  or warrants pursuant to the Rights Plan in accordance with the requirements
  set forth in the immediately preceding sentence of this paragraph shall not
  constitute a distribution of rights or warrants pursuant to this Section 4.6(c).


     Rights
  or warrants, other than rights issued pursuant to a Rights Plan, 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 4.6 (and no adjustment to the Conversion Price under this Section
  4.6 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 Price shall be made in accordance
  with this Section 4.6(c). If any such right or warrant is 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 (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 Price under this Section 4.6 was made, (1) in
  the case of any such rights or warrants which shall all have been redeemed or
  repurchased without exercise by any holders thereof, the Conversion Price 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 which shall have expired or been terminated
  without exercise by any holders thereof, the Conversion Price shall be readjusted
  as if such rights and warrants had not been issued. 

37



 

     (d)
  In case the Company shall, by dividend or otherwise, at any time make a distribution
  (a "Triggering Distribution") to all or substantially all holders
  of its Common Stock consisting exclusively of Cash on the Business Day (the
  "Determination Date") immediately preceding the day on which
  such Triggering Distribution is declared by the Company multiplied by the number
  of shares of Common Stock outstanding on the Determination Date (excluding shares
  held in the treasury of the Company), the Conversion Price shall be reduced
  so that the same shall equal the price determined by multiplying such Conversion
  Price in effect immediately prior to the Determination Date by a fraction of
  which the numerator shall be the Current Market Price per share of the Common
  Stock on the Determination Date less the quotient of (y) the sum of the aggregate
  amount of Cash so distributed, paid or payable pursuant to the Triggering Distribution
  divided by (z) the number of shares of Common Stock outstanding on the Determination
  Date and the denominator shall be such Current Market Price per share of the
  Common Stock on the Determination Date, such reduction to become effective immediately
  prior to the opening of business on the day following the date on which the
  Triggering Distribution is paid. 

      (e)
In the event any tender offer or exchange offer made by the Company or any of
its Subsidiaries for Common Stock shall expire and the Company shall pay for Purchased
Shares (as defined below) an aggregate consideration in an amount (determined
as the sum of the aggregate amount of Cash consideration and the aggregate fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive evidence thereof and which shall be evidenced by an Officers'
Certificate delivered to the Trustee thereof) of any other consideration) that,
as of the last time (the "Expiration Time") tenders or exchanges
may be made pursuant to such tender or exchange offer exceeds 110% of the Current
Market Price per share of Common Stock at the Expiration Time, the Conversion
Price shall be reduced so that the same shall equal the price determined by multiplying
the Conversion Price in effect immediately prior to the close of business on the
last date tenders or exchanges may be made pursuant to such tender or exchange
offer (the "Expiration Date") by a fraction of which the numerator
shall be the product of the number of shares of Common Stock outstanding (including
Purchased Shares but excluding any shares held in the treasury of the Company)
at the Expiration Time multiplied by the Current Market Price per share of the
Common Stock on the Trading Day next succeeding the Expiration Date and the denominator
shall be the sum of (x) the aggregate consideration (determined as aforesaid)
payable to shareholders based on the acceptance (up to any maximum specified in
the terms of the tender offer) of all shares validly tendered 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
and excluding any shares held in the treasury of the Company) at the Expiration
Time and the Current Market Price per share of Common Stock on the Trading Day
next succeeding the Expiration Date, such reduction to become effective immediately
prior to the opening of business on the day following the Expiration Date. In
the event that the Company is obligated to purchase shares pursuant to any such
tender offer, but the Company is permanently prevented by applicable law from
effecting any or all such purchases or any or all such purchases are rescinded,
the Conversion Price shall again be adjusted to be the Conversion Price which
would have been in effect based upon the number of shares actually purchased.
If the application of this Section 4.6(e) to any tender offer would result in
an increase in the Conversion Price, no adjustment shall be made for such tender
offer under this Section 4.6(e). 

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     For
  purposes of this Section 4.6(e), the term "tender offer" shall mean
  and include both tender offers and exchange offers, all references to "purchases"
  of shares in tender offers (and all similar references) shall mean and include
  both the purchase of shares in tender offers and the acquisition of shares pursuant
  to exchange offers, and all references to "tendered shares" (and all
  similar references) shall mean and include shares tendered in both tender offers
  and exchange offers. 

     After
  any adjustment to the Conversion Price is made in accordance with Section 4.6(d)
  or (e), no distribution or consideration (including the Triggering Distribution)
  that is taken into account in making such adjustment shall again be taken into
  account for any future or other adjustments made in accordance with Section
  4.6. 

     For
  the purpose of any computation under subsections (b), (c), (d) and (e) of this
  Section 4.6, the current market price (the "Current Market Price")
  per share of Common Stock on any date shall be deemed to be the average of the
  daily Closing Prices for the 30 consecutive Trading Days commencing 10 Trading
  Days before (i) the Determination Date or the Expiration Date, as the case may
  be, with respect to distributions or tender offers under subsection (d) or (e)
  of this Section 4.6 or (ii) the record date with respect to distributions, issuances
  or other events requiring such computation under subsection (b) or (c) of this
  Section 4.6. If no such Closing Prices are available, the Current Market Price
  per share shall be the fair value of a share of Common Stock as determined by
  the Board of Directors (which shall be evidenced by an Officers' Certificate
  delivered to the Trustee). 

     In
  any case in which this Section 4.6 shall require that an adjustment be made
  following a record date or a Determination Date or Expiration Date, as the case
  may be, established for purposes of this Section 4.6, the Company may elect
  to defer (but only until five Business Days following the filing by the Company
  with the Trustee of the certificate described in Section 4.10) issuing to the
  Holder of any Security converted after such record date or Determination Date
  or Expiration Date the shares of Common Stock and other capital stock of the
  Company issuable upon such conversion over and above the shares of Common Stock
  and other capital stock of the Company issuable upon such conversion only on
  the basis of the Conversion Price prior to adjustment; and, in lieu of the shares
  the issuance of which is so deferred, the Company shall issue or cause its transfer
  agents to issue due bills or other appropriate evidence prepared by the Company
  of the right to receive such shares. If any distribution in respect of which
  an adjustment to the Conversion Price is required to be made as of the record
  date or Determination Date or Expiration Date therefor is not thereafter made
  or paid by the Company for any reason, the Conversion Price shall be readjusted
  to the Conversion Price which would then be in effect if such record date had
  not been fixed or such effective date or Determination Date or Expiration Date
  had not occurred. 

39



 


Section 4.7 No Adjustment. 


     No
  adjustment in the Conversion Price shall be required unless the adjustment would
  require an increase or decrease of at least 1% in the Conversion Price as last
  adjusted; provided, however, that any adjustments which by reason
  of this Section 4.7 are not required to be made shall be carried forward and
  taken into account in any subsequent adjustment. All calculations under this
  Article 4 shall be made to the nearest cent or to the nearest one thousandth
  of a share, as the case may be. 

     No
  adjustment need be made for issuances of Common Stock pursuant to a Company
  plan for reinvestment of dividends or interest or for a change in the par value
  or a change to no par value of the Common Stock. 

Section 4.8 Other
  Adjustments. 

     (a)
  In the event that, as a result of an adjustment made pursuant to Section 4.6
  hereof, the Holder of any Security thereafter surrendered for conversion shall
  become entitled to receive any shares of Capital Stock of the Company other
  than Common Stock, thereafter the Conversion Price of such other shares so receivable
  upon conversion of any Security shall be subject to adjustment from time to
  time in a manner and on terms as nearly equivalent as practicable to the provisions
  with respect to Common Stock contained in this Article 4. 

     (b)
  In the event that shares of Common Stock are not delivered after the expiration
  of any of the rights or warrants referred to in Sections 4.6(b) and (c) hereof,
  the Conversion Price shall be readjusted to the Conversion Price which would
  otherwise be in effect had the adjustment 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. 

     (c)
  Except as set forth in this Article 4, the Company shall not adjust the Conversion
  Price for (i) the issuance of its Common Stock or any securities convertible
  into or exchangeable therefor or (ii) the right to purchase its Common Stock
  or any securities convertible or exchangeable therefor. 


 Section 4.9 Adjustment for Tax Purposes. 


     The
  Company shall be entitled to make such reductions in the Conversion Price, in
  addition to those required by Section 4.6, as it in its discretion shall determine
  to be advisable in order that any stock dividends, subdivisions of shares, distributions
  of rights to purchase stock or securities or distributions of securities convertible
  into or exchangeable for stock hereafter made by the Company to its shareholders
  shall not be taxable. 


 Section 4.10 Notice of Adjustment. 


     Whenever
  the Conversion Price or conversion privilege is adjusted as herein provided,
  the Company shall promptly mail to Securityholders a notice of the adjustment
  and file with the Trustee an Officers' Certificate briefly stating the
  facts requiring the adjustment and the manner of computing it. Unless and until
  the Trustee shall receive an Officers' Certificate setting forth an adjustment
  of the Conversion Price, the Trustee may assume without inquiry that the Conversion
  Price has not been adjusted and that the last Conversion Price of which it has
  knowledge remains in effect. 

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 Section 4.11 Notice of Certain Transactions. 


      In
  the event that:

      (a)
  the Company takes any action which would require an adjustment in the Conversion
  Price;

      (b)
  the Company consolidates or merges with, or transfers all or substantially all
  of its property and assets to, another corporation and shareholders of the Company
  must approve the transaction; or

      (c)
  there is a dissolution or liquidation of the Company,  

the Company
  shall mail to Holders and file with the Trustee a notice stating the proposed
  record or effective date, as the case may be, of such event. The Company shall
  mail the notice at least ten days before such date. Failure to mail such notice
  or any defect therein shall not affect the validity of any transaction referred
  to in clause (a), (b) or (c) of this Section 4.11. 

Section 4.12 Effect
  of Reclassification, Consolidation, Merger or Sale on Conversion Privilege.


     If
  any of the following shall occur, namely: (a) any reclassification or change
  of shares of Common Stock issuable upon conversion of the Securities (other
  than a change in par value, or from par value to no par value, or from no par
  value to par value, or as a result of a subdivision or combination, or any other
  change for which an adjustment is provided in Section 4.6); (b) any consolidation
  or merger or combination to which the Company is a party other than a merger
  in which the Company is the continuing corporation and which does not result
  in any reclassification of, or change (other than in par value, or from par
  value to no par value, or from no par value to par value, or as a result of
  a subdivision or combination) in, outstanding shares of Common Stock; or (c)
  any sale or conveyance as an entirety or substantially as an entirety of the
  property and assets of the Company, directly or indirectly, to any Person, then
  the Company, or such successor, purchasing or transferee corporation, as the
  case may be, shall, as a condition precedent to such reclassification, change,
  combination, consolidation, merger, sale or conveyance, execute and deliver
  to the Trustee a supplemental indenture providing that the Holder of each Security
  then outstanding shall have the right to convert such Security into the kind
  and amount of shares of stock and other securities and property (including Cash)
  receivable upon such reclassification, change, combination, consolidation, merger,
  sale or conveyance by a holder of the number of shares of Common Stock deliverable
  upon conversion of such Security immediately prior to such reclassification,
  change, combination, consolidation, merger, sale or conveyance. Such supplemental
  indenture shall provide for adjustments of the Conversion Price which shall
  be as nearly equivalent, as the Board of Directors shall reasonably consider
  in good faith to be practicable, to the adjustments of the Conversion Price
  provided for in this Article 4. If, in the case of any such consolidation, merger,
  combination, sale or conveyance, the stock or other securities and property
  (including Cash) receivable thereupon by a holder of Common Stock include shares
  of stock or other securities and property of a person other than the successor,
  purchasing or transferee corporation, as the case may be, in such consolidation,
  merger, combination, sale or conveyance, then such supplemental indenture shall
  also be executed by such other person and shall contain such additional provisions
  to protect the interests of the Holders of the Securities as the Board of Directors
  shall reasonably consider necessary by reason of the foregoing. The provisions
  of this Section 4.12 shall similarly apply to successive reclassifications,
  changes, combinations, consolidations, mergers, sales or conveyances.


41



 

     In
  the event the Company shall execute a supplemental indenture pursuant to this
  Section 4.12, the Company shall promptly file with the Trustee an Officers'
  Certificate briefly stating the reasons therefor, the kind or amount of shares
  of stock or other securities or property (including Cash) receivable by Holders
  of the Securities upon the conversion of their Securities after any such reclassification,
  change, combination, consolidation, merger, sale or conveyance, any adjustment
  to be made with respect thereto and that all conditions precedent have been
  complied with, and shall promptly mail notice thereof to all Holders.



 Section 4.13 Trustee's Disclaimer. 


     The
  Trustee shall have no duty to determine when an adjustment under this Article
  4 should be made, how it should be made or what such adjustment should be, but
  may accept as conclusive evidence of that fact or the correctness of any such
  adjustment, and shall be protected in relying upon, an Officers' Certificate
  including the Officers' Certificate with respect thereto which the Company
  is obligated to file with the Trustee pursuant to Section 4.10. The Trustee
  makes no representation as to the validity or value of any securities or assets
  issued upon conversion of Securities, and the Trustee shall not be responsible
  for the Company's failure to comply with any provisions of this Article
  4. 

     The
  Trustee shall not be under any responsibility to determine the correctness of
  any provisions contained in any supplemental indenture executed pursuant to
  Section 4.12, but may accept as conclusive evidence of the correctness thereof,
  and shall be fully protected in relying upon, the Officers' Certificate
  with respect thereto which the Company is obligated to file with the Trustee
  pursuant to Section 4.12. 


 Section 4.14 Voluntary Reduction. 


     The
  Company from time to time may reduce the Conversion Price by any amount for
  any period of time if the period is at least 20 days and if the reduction is
  irrevocable during the period if the Company's Board of Directors determines
  that such reduction would be in the best interest of the Company or to avoid
  or diminish income tax to holders of shares of Common Stock in connection with
  a dividend or distribution of stock or similar event, and the Company provides
  15 days prior notice of any reduction in the Conversion Price; provided,
  however, that in no event may the Company reduce the Conversion Price
  to be less than the par value of a share of Common Stock or require shareholder
  approval under NNM rules in effect at the time of the reduction, unless the
  requisite number of the Company's shareholders shall have duly approved
  such reduction. 

42



 


 Section 4.15 Payment of Cash in Lieu of Common
  Stock. 


     (a)
  Settlement Election Timing. If a Holder elects to convert all or any
  portion of a Security into shares of Common Stock as set forth in this Section
  4 and the Company receives such Holder's Conversion Notice on or prior
  to the day that is 20 days prior to the Final Maturity Date (the "Final
  Notice Date"), the Company may choose to satisfy all or any portion
  of its conversion obligation (the "Conversion Obligation")
  in Cash. Upon such election, the Company will notify such Holder through the
  Trustee of the dollar amount to be satisfied in Cash (which must be expressed
  either as 100% of the Conversion Obligation or as a fixed dollar amount) at
  any time on or before the date that is two Business Days following receipt of
  written notice of conversion as specified in Section 4.2 (such period, the "Cash
  Settlement Notice Period"). If no such notice is given by the Company,
  then all of such Conversion Obligation will be satisfied through the delivery
  of Common Stock. If the Company elects to pay Cash for any portion of the shares
  otherwise issuable to the Holder, the Holder may retract the Conversion Notice
  at any time during the two Business Day period beginning on the day after the
  final day of the Cash Settlement Notice Period (a "Conversion Retraction
  Period"); no such retraction can be made (and a Conversion Notice shall
  be irrevocable) if the Company does not elect to deliver Cash in lieu of shares
  (other than Cash in lieu of fractional shares). If the Conversion Notice has
  not been retracted, then settlement in Cash or Cash and shares of Common Stock,
  will occur on the Trading Day following the final day of the five Trading Day
  period beginning on the first Trading Day after the final day of the Conversion
  Retraction Period (the "Cash Settlement Averaging Period").


     (b)
  Settlement Amounts.


	 	     (i)
        Except as provided in clauses (ii) and (iii) below, settlement amounts
        will be computed as follows: 

	 	 	     
        (A) if the Company elects to satisfy the entire Conversion Obligation
        in shares of Common Stock, the Company will deliver to such Holder a number
        of shares equal to (1) the principal amount of the Securities to be converted
        divided by 1,000, multiplied by (2) the Conversion Rate;

          
        (B) if the Company elects to satisfy the entire Conversion Obligation
        in Cash, the Company will deliver to such Holder Cash in an amount equal
        to the product of:

	 	 	 	    
        (1) a number equal to (x) the principal amount of the Securities to be
        converted divided by 1,000, multiplied by (y) the Conversion Rate, and
        

          
        (2) the average Closing Price of the Common Stock during the Cash Settlement
        Averaging Period; and 

      
	 	 	    
       (C) if the Company elects to satisfy a fixed portion (other than 100%)
      of the Conversion Obligation in Cash (the "Partial Cash Amount"),
      the Company will deliver to such Holder the Partial Cash Amount and a number
      of shares equal to (1) the Cash settlement amount determined pursuant to
      clause (B) above minus such Partial Cash Amount divided by (2) the average
      of the Closing Prices of the Common Stock during the Cash Settlement Averaging
      Period.   



 

43



 

	 	     (ii)
        Except as provided in clause (iii) below, settlement amounts in connection
        with any Principal Value Conversion will be computed as follows:
      

	 	 	     
        (A) if the Company elects to satisfy the entire Conversion Obligation
        in shares of Common Stock, the Company will delivery to such Holder a
        number of shares equal to (1) the principal amount of the Securities
        to be converted plus accrued and unpaid interest and Additional Interest,
        if any, thereon divided by (2) the Principal Value Conversion Stock
        Valuation;

          
        (B) if the Company elects to satisfy the entire Conversion Obligation
        in Cash, the Company will deliver to such Holder Cash in an amount equal
        to the principal amount of the Securities to be converted plus accrued
        and unpaid interest and Additional Interest, if any, thereon. 

          
        (C) if the Company elects to satisfy a fixed portion (other than 100%)
        of the Conversion Obligation in Cash, the Company will deliver to such
        Holder the Partial Cash Amount and a number of shares equal to (1) the
        Cash settlement amount determined pursuant to clause (B) above minus such
        Partial Cash Amount divided by (2) the Principal Value Conversion Stock
        Valuation. 

	 	The "Principal
      Value Conversion Stock Valuation" shall be the greater of (x) the
      Conversion Price on the Conversion Date, and (y) the average of the Closing
      Price of the Common Stock for the five Trading Day period beginning on the
      third Trading Day after the Conversion Date. 
	 	     (iii)
      If on any Conversion Date (x) the Security is not registered under the Securities
      Act and is not immediately freely saleable pursuant to Rule 144(k) under
      the Securities Act (or any successor provision), and (y) a Registration
      Default exists, then, in lieu of the number of shares of Common Stock deliverable
      by the Company computed pursuant to clause (i) or (ii) above, the Company
      shall deliver one hundred and three percent (103%) of such number of shares
      of Common Stock.   
      


     (c)
  Conversions After the Final Notice Date. If a Holder elects to convert
  all or any portion of a Security into shares of Common Stock as set forth in
  Section 4.1 and the Company receives such Conversion Notice after the Final
  Notice Date, if the Company chooses to satisfy all or any portion of the Conversion
  Obligation in Cash, the Company will have previously notified the Holders through
  the Trustee of the dollar amount to be satisfied in Cash at any time on or before
  the Final Notice Date. Upon such election, the Company will have notified the
  Holders through the Trustee of the dollar amount to be satisfied in Cash (which
  must be expressed either as 100% or as a fixed dollar amount) at any time on
  or before the Final Notice Date. Settlement amounts and settlement dates will
  be computed in the same manner as set forth above except that the Cash Settlement
  Averaging Period shall be the five Trading Day period beginning on the day after
  receipt of the Conversion Notice (or in the event the Company receives the Conversion
  Notice on the Business Day prior to the Final Maturity Date, the five Trading
  Day period beginning on the day after the Final Maturity Date). Settlement in
  Cash or Cash and shares of Common Stock, will occur on the Trading Day following
  the final day of such Cash Settlement Averaging Period. Settlements solely in
  shares of Common Stock will occur on the third Trading Day following the final
  day of the Cash Settlement Notice Period. 

44



 


ARTICLE V. 

  COVENANTS


 Section 5.1 Payment of Securities. 


     The
  Company shall promptly make all payments in respect of the Securities on the
  dates and in the manner provided in the Securities and this Indenture. An installment
  of principal, interest, Additional Interest, if any, or Change of Control Purchase
  Price, Optional Purchase Price or Redemption Price shall be considered paid
  on the date it is due if the Paying Agent (other than the Company or an Affiliate
  thereof) holds by 10:00 a.m., New York City time, on that date money, deposited
  by the Company or an Affiliate thereof, sufficient to pay the installment. The
  Company shall, to the fullest extent permitted by law, pay (in immediately available
  funds) interest on overdue principal and overdue installments of interest including
  Additional Interest, if any, at the rate borne by the Securities per annum.



 Section 5.2 Maintenance of Office or Agency. 


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

     The
  Company may also from time to time designate one or more other offices or agencies
  where the Securities may be presented or surrendered for any or all such purposes
  and may from time to time rescind such designations; provided, however,
  that no such designation or rescission shall in any manner relieve the Company
  of its obligation to maintain an office or agency for such purposes. The Company
  shall give prompt written notice to the Trustee of any such designation or rescission
  and of any change in the location of any such other office or agency.


     The
  Company hereby designates the Corporate Trust Office of the Trustee as one such
  office or agency of the Company in accordance with Section 2.3. 


 Section 5.3 SEC Reports. 


     (a)
  The Company shall ensure delivery to the Trustee within 15 calendar days after
  it files such annual and quarterly reports, information, documents and other
  reports with the SEC, copies of its annual report and of the information, documents
  and other reports (or copies of such portions of any of the foregoing as the
  SEC may by rules and regulations prescribe) which the Company is required to
  file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act in
  accordance with TIA Section 314(a). In the event the Company 

45



 

is at any
  time no longer subject to the reporting requirements of Section 13 or 15(d)
  of the Exchange Act, it shall continue to provide the Trustee with reports containing
  substantially the same information as would have been required to be filed with
  the SEC had the Company continued to have been subject to such reporting requirements.
  In such event, such reports shall be provided at the times the Company would
  have been required to provide reports had it continued to have been subject
  to such reporting requirements. The Company also shall comply with the other
  provisions of TIA Section 314(a). 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 conclusively on Officer's Certificates).
  The Trustee shall have no duty or responsibility to review such reports, information
  or documents. 

     (b)
  The Company intends to file the reports referred to in Section 5.3(a) above
  with the SEC in electronic form pursuant to Regulation S-T of the SEC using
  the SEC's Electronic Data Gathering, Analysis and Retrieval ("EDGAR")
  system. The Company shall notify the Trustee in the manner prescribed herein
  of each such filing. The Trustee is hereby authorized and directed to access
  the EDGAR system for purposes of retrieving the reports so filed. Compliance
  with the foregoing shall constitute delivery by the Company of such reports
  to the Trustee in compliance with the provisions of TIA Section 314(a). The
  Trustee shall have no duty to search for or obtain any electronic or other filings
  that the Company makes with the SEC, regardless of whether such filings are
  periodic, supplemental or otherwise. Delivery of the reports, information and
  documents to the Trustee pursuant to this Section 5.3(b) shall be solely for
  the purposes of compliance with this Section 5.3(b) and with TIA Section 314(a).
  The Trustee's receipt of such reports, information and documents shall
  not constitute notice to it of the consent thereof or of any matter determinable
  from the content thereof, including the Company's compliance with any of
  its covenants hereunder, as to which the Trustee is entitled to rely upon Officer's
  Certificates. 


 Section 5.4 Compliance Certificates. 


     The
  Company shall deliver to the Trustee, within 90 days after the end of each fiscal
  year of the Company (beginning with the fiscal year ending December 31, 2003),
  an Officers' Certificate as to the signer's knowledge of the Company's
  compliance with all conditions and covenants on its part contained in this Indenture
  and stating whether or not the signer knows of any Default or Event of Default.
  If such signer knows of such a Default or Event of Default, the Officers'
  Certificate shall describe the Default or Event of Default and the efforts to
  remedy the same. For the purposes of this Section 5.4, compliance shall be determined
  without regard to any grace period or requirement of notice provided pursuant
  to the terms of this Indenture. 


 Section 5.5 Further Instruments and Acts. 


     Upon
  written request of the Trustee, the Company will execute and deliver such further
  instruments and do such further acts as may be reasonably necessary or proper
  to carry out more effectively the purposes of this Indenture. 

46



 


Section 5.6 Maintenance of Corporate Existence. 


     Subject
  to Article 6, the Company will do or cause to be done all things necessary to
  preserve and keep in full force and effect its corporate existence. 


 Section 5.7 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, upon the request
  of any Holder or beneficial holder of the Securities or any Common Stock issued
  upon conversion thereof which continue to be Restricted Securities, make available
  to such Holder or beneficial holder of Securities or such Common Stock in connection
  with any sale thereof and any prospective purchaser of Securities or such Common
  Stock designated by such Holder or beneficial holder, the information required
  pursuant to Rule 144A(d)(4) under the Securities Act and it will take such further
  action as any Holder or beneficial holder of such Securities 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 Securities 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.



 Section 5.8 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, including Additional Interest, if any, on the Securities
  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 5.9 Payment of Additional Interest. 


     If
  Additional Interest is payable by the Company pursuant to the Registration Rights
  Agreement, the Company shall deliver to the Trustee a certificate to that effect
  stating (i) the amount of such Additional Interest that is payable and (ii)
  the date on which such Additional Interest is payable. Unless and until a Trust
  Officer of the Trustee receives such a certificate, the Trustee may assume without
  inquiry that no such Additional Interest is payable. If the Company has paid
  Additional Interest directly to the Persons entitled to it, the Company shall
  deliver to the Trustee a certificate setting forth the particulars of such payment.


47



 


 ARTICLE VI. 

  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  Section 6.1 Company May Consolidate, Etc., Only on
Certain Terms. 

     The
  Company shall not consolidate with or merge into any other Person or convey,
  transfer or lease its properties and assets substantially as an entirety to
  any Person, unless: 

     (a)
  (i) the Company is the surviving corporation or (ii) in case the Company
  shall consolidate with or merge into another Person (in a transaction in which
  the Company is not the surviving corporation) or convey, transfer or lease its
  properties and assets substantially as an entirety to any Person, the Person
  formed by such consolidation or into which the Company is merged or the Person
  which acquires by conveyance or transfer, or which leases, the properties and
  assets of the Company substantially as an entirety shall be a corporation organized
  and validly existing under the laws of the United States of America, any State
  thereof or the District of Columbia and shall expressly assume, by an indenture
  supplemental hereto, executed and delivered to the Trustee, in form satisfactory
  to the Trustee, all of the obligations of the Company under the Securities and
  this Indenture, and the conversion rights shall be provided for in accordance
  with Article 4 by such Person under such supplemental indenture; 

      (b)
immediately after giving effect to such transaction, 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; and 
 

     (c)
  the Company has delivered to the Trustee an Officers' Certificate and an
  Opinion of Counsel, each stating that such consolidation, merger, conveyance,
  transfer or lease and, if a supplemental indenture is required in connection
  with such transaction, such supplemental indenture comply with this Article 6
  and that all conditions precedent herein provided for relating to such transaction
  have been complied with. 


 Section 6.2 Successor Substituted. 


     Upon
  any consolidation of the Company with, or merger of the Company into, any other
  Person or any conveyance, transfer or lease of the properties and assets of
  the Company substantially as an entirety in accordance with Section 6.1, the
  successor Person formed by such consolidation or into which the Company is merged
  or to which such conveyance, transfer or lease is made shall succeed to, and
  be substituted for, and may exercise every right and power of, the Company under
  this Indenture with the same effect as if such successor Person had been named
  as the Company herein, and thereafter, except in the case of a lease, the predecessor
  Person shall be relieved of all obligations and covenants under this Indenture
  and the Securities. Such successor Person, such predecessor Person and the Trustee
  shall enter into a supplemental indenture to evidence the succession and substitution
  of such successor Person and, if applicable, the release and discharge of such
  predecessor Person. 


 48




 


ARTICLE VII. 

  DEFAULT AND REMEDIES


Section 7.1 Events of Default. 


     An
  "Event of Default" shall occur if: 

     (a)
the Company defaults in the payment of any principal of any Security when the
same becomes due and payable;  

     (b)
  the Company defaults in the payment of any interest including Additional Interest,
  if any, payable on any Security when the same becomes due and payable and the
  Default continues for a period of 30 days; 

     (c)
  the Company fails to comply with any of its other agreements or covenants contained
  in the Securities or this Indenture and such failure continues for 60 days after
  there shall have been given a Notice of Default hereunder; 

     (d)
  the Company defaults in the payment of the Redemption Price, Change of Control
  Purchase Price or Optional Purchase Price of any Security when the same becomes
  due and payable upon a Redemption Date, Change of Control Purchase Date, Optional
  Purchase Date or otherwise; 

     (e)
  the Company fails to issue Cash, Common Stock or a combination thereof upon
  conversion of Securities by a Holder in accordance with the provisions of Article
  4 hereof; 

     (f)
the Company fails to provide notice of a Change of Control when required by Section
3.7 hereof;  

     (g)
  any indebtedness under any bond, note or other evidence of indebtedness for
  money borrowed by the Company or any Significant Subsidiary or under any mortgage,
  indenture or instrument under which there may be issued or by which there may
  be secured or evidenced any indebtedness for money borrowed by the Company or
  any Significant Subsidiary (an "Instrument") with a principal
  amount then outstanding in excess of U.S. $10,000,000, whether such indebtedness
  now exists or shall hereafter be created, is not paid at final maturity of the
  Instrument (either at its stated maturity or upon acceleration thereof), and
  such indebtedness is not discharged, or such acceleration is not rescinded or
  annulled, within a period of 30 days after there shall have been given a Notice
  of Default hereunder; or 

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

	 	
             (i) commences a voluntary case or proceeding;

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

      


49



 

	 

       
	     (iii)
        consents to the appointment of a Custodian of it or for all or substantially
        all of its property; 

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

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

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

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

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



	 	And,
        in each case described in this clause (v), the order or decree remains
        unstayed and in effect for 60 consecutive days. 



     The
  term "Notice of Default" means a written notice given by registered
  or certified mail, to the Company by the Trustee or to the Company and the Trustee
  by the Holders of at least 25% in aggregate principal amount of the Securities
  then outstanding that specifies such Default and states that such notice is
  a "Notice of Default" hereunder. The term "Bankruptcy Law"
  means Title 11 of the United States Code (or any successor thereto) or any similar
  federal or state law for the relief of debtors. The term "Custodian"
  means any receiver, trustee, assignee, liquidator, sequestrator or similar official
  under any Bankruptcy Law. 

     When
  any Default under this Section 7.1 is cured, it ceases. 


 Section 7.2 Acceleration. 


     If
  an Event of Default (other than an Event of Default specified in Section 7.1(h))
  occurs and is continuing, the Trustee may, by notice to the Company, or the
  Holders of at least 25% in aggregate principal amount of the Securities then
  outstanding may, by notice to the Company and the Trustee, declare all unpaid
  principal, together with all accrued and unpaid interest including Additional
  Interest, if any, to the date of acceleration on the Securities then outstanding
  (if not then due and payable) to be due and payable upon any such declaration,
  and the same shall become and be immediately due and payable. If an Event of
  Default specified in Section 7.1(h) occurs, all unpaid principal, together with
  all accrued and unpaid interest including Additional Interest, if any, of the
  Securities then outstanding shall ipso facto become and be immediately due and
  payable without any declaration or other act on the part of the Trustee or any
  Holder. The obligations of the Company under this Indenture are not intended
  to and shall not be construed to provide creditors' rights in any Insolvency
  or Bankruptcy Proceeding for amounts in excess of the principal amount of the
  Securities plus accrued and unpaid interest and Additional Interest, if any,
  plus obligations of the Company to the Trustee pursuant to Section 8.7.


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     The
  Holders of a majority in aggregate principal amount of the Securities then outstanding
  by notice to the Trustee may rescind an acceleration and its consequences if
  (a) all existing Events of Default, other than the nonpayment of the principal
  of the Securities which has become due solely by such declaration of acceleration,
  have been cured or waived; (b) to the extent the payment of such interest is
  lawful, interest (calculated at the rate per annum borne by the Securities)
  on overdue installments of interest and overdue principal, which has become
  due otherwise than by such declaration of acceleration, has been paid; (c) the
  rescission would not conflict with any judgment or decree of a court of competent
  jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee
  under Section 8.7 have been made. No such rescission shall affect any subsequent
  Default or impair any right consequent thereto. 


 Section 7.3 Other Remedies. 


     If
  an Event of Default occurs and is continuing, the Trustee may, but shall not
  be obligated to, pursue any available remedy by proceeding at law or in equity
  to collect the payment of the principal of and interest and Additional Interest,
  if any, on the Securities or to enforce the performance of any provision of
  the Securities or this Indenture. 

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



 Section 7.4 Waiver of Defaults and Events
  of Default. 


     Subject
  to Sections 7.2, 7.7 and 9.2, the Holders of a majority of the aggregate principal
  amount of the Securities then outstanding by written notice to the Trustee may
  waive an existing Default or Event of Default and its consequence, except a
  Default or Event of Default in the payment of the principal of or interest and
  Additional Interest, if any, on any Security (including payment of the Change
  of Control Purchase Price, Optional Purchase Price or Redemption Price in connection
  with a Change of Control Offer, Optional Purchase Offer, or Redemption Date
  as the case may be), a failure by the Company to convert any Securities into
  Cash, Common Stock or any combination thereof or any Default or Event of Default
  in respect of any provision of this Indenture or the Securities which, under
  Section 9.2, cannot be modified or amended without the consent of the Holder
  of each Security affected. When a Default or Event of Default is waived, it
  is cured and ceases. 


 Section 7.5 Control by Majority. 


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


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Section 7.6 Limitations on Suits. 


     A
  Holder may not pursue any remedy with respect to this Indenture or the Securities
  (except actions for payment of overdue principal or interest or for the conversion
  of the Securities pursuant to Article 4) unless: 

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

     (b)
  the Holders of at least a majority in aggregate principal amount of the then
  outstanding Securities make a written request to the Trustee to pursue the remedy;
  

     (c)
  such Holder or Holders offer to the Trustee reasonable indemnity to the Trustee
  against any loss, liability or expense;

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

     (e)
  no direction inconsistent with such written request has been given to the Trustee
  during such 60 day period by the Holders of a majority in aggregate principal
  amount of the Securities then outstanding. 

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


Section 7.7 Rights
of Holders to Receive Payment and to Convert. 

     Notwithstanding
  any other provision of this Indenture, the right of any Holder of a Security
  to receive payment of the principal of and interest and Additional Interest,
  if any, on the Security, on or after the respective due dates expressed in the
  Security and this Indenture, to convert such Security in accordance with Article
  4 and to bring suit for the enforcement of any such payment on or after such
  respective dates or the right to convert, is absolute and unconditional and
  shall not be impaired or affected without the consent of the Holder.



 Section 7.8 Collection Suit by Trustee. 


     If
  an Event of Default in the payment of principal or interest or Additional Interest,
  if any, specified in clause (a) or (b) of Section 7.1 occurs and is continuing,
  the Trustee may recover judgment in its own name and as trustee of an express
  trust against the Company or another obligor on the Securities for the whole
  amount of principal and accrued interest and Additional Interest, if any, remaining
  unpaid, together with, to the extent that payment of such interest is lawful,
  interest on overdue principal and on overdue installments of interest, in each
  case at the rate per annum borne by the Securities and such further amount as
  shall be sufficient to cover the costs and expenses of collection, including
  the reasonable compensation, expenses, disbursements and advances of the Trustee,
  its agents and counsel. 

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Section 7.9 Trustee May File Proofs of Claim. 


     The
  Trustee may file such proofs of claim and other papers or documents as may be
  necessary or advisable in order to have the claims of the Trustee (including
  any claim for the reasonable compensation, expenses, disbursements and advances
  of the Trustee, its agents and counsel) and the Holders allowed in any judicial
  proceedings relative to the Company (or any other obligor on the Securities),
  its creditors or its property and shall be entitled and empowered to collect
  and receive any money or other property payable or deliverable on any such claims
  and to distribute the same, and any Custodian in any such judicial proceeding
  is hereby authorized by each Holder to make such payments to the Trustee and,
  in the event that the Trustee shall consent to the making of such payments directly
  to the Holders, to pay to the Trustee any amount due to it for the reasonable
  compensation, expenses, disbursements and advances of the Trustee, its agents
  and counsel, and any other amounts due the Trustee under Section 8.7, and to
  the extent that such payment of the reasonable compensation, expenses, disbursements
  and advances 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, money, securities and other property which the
  Holders may be entitled to receive in such proceedings, whether in liquidation
  or under any plan of reorganization or arrangement or otherwise. Nothing herein
  contained shall be deemed to authorize the Trustee to authorize or consent to,
  or, on behalf of any Holder, to authorize, accept or adopt any plan of reorganization,
  arrangement, adjustment or composition affecting the Securities or the rights
  of any Holder thereof, or to authorize the Trustee to vote in respect of the
  claim of any Holder in any such proceeding. 


 Section 7.10 Priorities. 


     If
  the Trustee collects any money pursuant to this Article 7, it shall pay out
  the money in the following order: 

     First,
to the Trustee for amounts due under Section 8.7;  

     Second,
  to Holders for amounts due and unpaid on the Securities for principal and interest
  including Additional Interest, if any, ratably, without preference or priority
  of any kind, according to the amounts due and payable on the Securities for
  principal and interest including Additional Interest, if any, respectively;
  and 

     Third,
  the balance, if any, to the Company. 

     The
  Trustee may fix a record date and payment date for any payment to Holders pursuant
  to this Section 7.10. 


 Section 7.11 Undertaking for Costs. 


     In
  any suit for the enforcement of any right or remedy under this Indenture or
  in any suit against the Trustee for any action taken or omitted by it as Trustee,
  a court in its discretion may require the filing by any party litigant in the
  suit of an undertaking to pay the costs of the suit, and the court in its discretion
  may assess reasonable costs, including reasonable attorneys' fees and expenses,
  against any party litigant in the suit, having due regard to the merits and
  good faith of the claims or defenses made by the party litigant. This Section
  7.11 does not apply to a suit made by the Trustee, a suit by a Holder pursuant
  to Section 7.7, or a suit by Holders of more than 25% in aggregate principal
  amount of the Securities then outstanding. 

53



 


 ARTICLE VIII.

  TRUSTEE 


  Section 8.1 Duties of Trustee. 


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


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

	 	(i) the
      Trustee need perform only those duties as are specifically set forth in
      this Indenture and no others; and
	 	 
	 	 
        (ii) in the absence of bad faith on its part, the Trustee may conclusively
        rely, as to the truth of the statements and the correctness of the opinions
        expressed therein, upon certificates or opinions furnished to the Trustee
        and conforming to the requirements of this Indenture. The Trustee, however,
        shall examine any certificates and opinions which by any provision hereof
        are specifically required to be delivered to the Trustee to determine
        whether or not they conform to the requirements of this Indenture.
      



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


	 	 (i)
        this paragraph does not limit the effect of subsection (b) of this Section
        8.1;

	 	 
	 	(ii)
      the Trustee shall not be liable for any error of judgment made in good faith
      by a Trust Officer, unless it is proved that the Trustee was negligent in
      ascertaining the pertinent facts; and  
      
	 	 
	 	(iii)
      the Trustee shall not be liable with respect to any action it takes or omits
      to take in good faith in accordance with a direction received by it pursuant
      to Section 7.5.  
      


     (d)
  No provision of this Indenture shall require the Trustee to expend or risk its
  own funds or otherwise incur any financial liability in the performance of any
  of its duties hereunder or in the exercise of any of its rights or powers unless
  the Trustee shall have received adequate indemnity in its opinion against potential
  costs and liabilities incurred by it relating thereto. 

     (e)
  Every provision of this Indenture that in any way relates to the Trustee is
  subject to subsections (a), (b), (c) and (d) of this Section 8.1. 

54



 

     (f)
  The Trustee shall not be liable for interest on any money received by it except
  as the Trustee may agree in writing with the Company. Money held in trust by
  the Trustee need not be segregated from other funds except to the extent required
  by law. 


 Section 8.2 Rights of Trustee. 


     Subject
  to Section 8.1 and its duties and responsibilities under the TIA: 

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

     (b)
  Before the Trustee acts or refrains from acting, it may require an Officers'
  Certificate or an Opinion of Counsel, or both, which shall conform to Section
  10.4(b). The Trustee shall not be liable for any action it takes or omits to
  take in good faith in reliance on such Officers' Certificate or Opinion
  of Counsel. 

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

     (d)
  The Trustee shall not be liable for any action it takes or omits to take in
  good faith which it believes to be authorized or within its rights or powers.


     (e)
  The Trustee may consult with counsel, of its selection, and the advice or opinion
  of such counsel as to matters of law shall be full and complete authorization
  and protection in respect of any such action taken, omitted or suffered by it
  hereunder in good faith and in accordance with the advice or opinion of such
  counsel. 

     (f)
  The Trustee shall be under no obligation to exercise any of the rights or powers
  vested in it by this Indenture at the request or direction of any of the Holders
  pursuant to this Indenture, unless such Holders shall have offered to the Trustee
  security or indemnity satisfactory to the Trustee against the costs, expenses
  and liabilities which might be incurred by it in compliance with such request
  or direction. 

     (g)
  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, note, other evidence of indebtedness
  or other paper or document, but the Trustee, in its discretion, may make such
  further inquiry or investigation into such facts or matters as it may see fit,
  and, if the Trustee shall determine to make such further inquiry or investigation,
  it shall be entitled to examine the books, records and premises of the Company,
  personally or by agent or attorney. 

     (h)
  The Trustee shall not be deemed to have notice of any Default or Event of Default
  unless a Trust Officer of the Trustee has actual knowledge thereof or unless
  written notice of any event which is in fact such a Default is received by the
  Trustee at the Corporate Trust Office, and such notice references the Securities
  and this Indenture. 

55



 

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


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


Section 8.3 Individual Rights of Trustee. 


     The
  Trustee in its individual or any other capacity may become the owner or pledgee
  of Securities and may otherwise deal with the Company or an Affiliate of the
  Company with the same rights it would have if it were not Trustee. Any Agent
  may do the same with like rights. However, the Trustee is subject to Sections
  8.10 and 8.11. 


 Section 8.4 Trustee's Disclaimer. 


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


 Section 8.5 Notice of Default or Events of
  Default. 


     If
  a Default or an Event of Default occurs and is continuing and if it is known
  to the Trustee, the Trustee shall mail to each Securityholder notice of the
  Default or Event of Default within 90 days after it occurs. However, the Trustee
  may withhold the notice if and so long as a committee of its Trust Officers
  in good faith determines that withholding notice is in the interests of Securityholders,
  except in the case of a Default or an Event of Default in payment of the principal
  of or interest and Additional Interest, if any, on any Security. 


 Section 8.6 Reports by Trustee to Holders. 


     If
  such report is required by TIA Section 313, within 60 days after each May 15,
  beginning with the May 15 following the date of this Indenture, the Trustee
  shall mail to each Securityholder a brief report dated as of such May 15 that
  complies with TIA Section 313(a). The Trustee also shall comply with TIA Section
  313(b)(2) and (c). 

     A
  copy of each report at the time of its mailing to Securityholders shall be mailed
  to the Company and filed with the SEC and each stock exchange, if any, on which
  the Securities are listed. The Company shall notify the Trustee whenever the
  Securities become listed on any stock exchange or listed or admitted to trading
  on any quotation system and any changes in the stock exchanges or quotation
  systems on which the Securities are listed or admitted to trading and of any
  delisting thereof. 

56



 


Section 8.7 Compensation and Indemnity. 


     The
  Company shall pay to the Trustee from time to time such compensation (as agreed
  to from time to time by the Company and the Trustee in writing) for its services
  (which compensation shall not be limited by any provision of law in regard to
  the compensation of a trustee of an express trust). The Company shall reimburse
  the Trustee upon request for all reasonable disbursements, expenses and advances
  incurred or made by it. Such expenses may include the reasonable compensation,
  disbursements and expenses of the Trustee's agents and counsel.


     The
  Company shall indemnify the Trustee or any predecessor Trustee (which for purposes
  of this Section 8.7 shall include its officers, directors, employees and agents)
  for, and hold it harmless against, any and all loss, liability or expense, including
  taxes (other than taxes based upon, measured by or determined by the income
  of the Trustee) and reasonable legal fees and expenses incurred by it in connection
  with the acceptance or administration of its duties under this Indenture or
  any action or failure to act as authorized or within the discretion or rights
  or powers conferred upon the Trustee hereunder including the reasonable costs
  and expenses of the Trustee and its counsel in defending itself against any
  claim or liability in connection with the exercise or performance of any of
  its powers or duties hereunder. The Trustee shall notify the Company promptly
  of any claim asserted against the Trustee for which it may seek indemnity. The
  Company need not pay for any settlement of any such claim without its prior
  written consent, which shall not be unreasonably withheld. 

     Notwithstanding
  anything to the contrary herein, the Company need not reimburse the Trustee
  for any expense or indemnify it against any loss or liability incurred by it
  resulting from its negligence, bad faith or willful misconduct. 

     To
  secure the Company's payment obligations in this Section 8.7, the Trustee
  shall have a senior claim to which the Securities are hereby made subordinate
  on all money or property held or collected by the Trustee, except such money
  or property held in trust to pay the principal of and interest, including Additional
  Interest, if any, on the Securities. The obligations of the Company under this
  Section 8.7 shall survive the satisfaction and discharge of this Indenture or
  the resignation or removal of the Trustee. 

     When
  the Trustee incurs expenses or renders services after an Event of Default specified
  in Section 7.1(h) occurs, the expenses and the compensation for the services
  are intended to constitute expenses of administration under any Bankruptcy Law.
  The provisions of this Section 8.7 shall survive resignation or removal of the
  Trustee and the termination of this Indenture. 


 Section 8.8 Replacement of Trustee. 


     The
  Trustee may resign by so notifying the Company. The Holders of a majority in
  aggregate principal amount of the Securities then outstanding may remove the
  Trustee by so notifying the Trustee and may, with the Company's written
  consent, appoint a successor Trustee. The Company may remove the Trustee if:


     (a)
  the Trustee fails to comply with Section 8.10; 

57



 

     (b)
  the Trustee is adjudged a bankrupt or an insolvent; 

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

     (d)
  the Trustee becomes incapable of acting.  

     If
  the Trustee resigns or is removed or if a vacancy exists in the office of Trustee
  for any reason, the Company shall promptly appoint a successor Trustee. The
  resignation or removal of a Trustee shall not be effective until a successor
  Trustee shall have delivered the written acceptance of its appointment as described
  below. 

     If
  a successor Trustee does not take office within 45 days after the retiring Trustee
  resigns or is removed, the retiring Trustee, the Company or the Holders of 25%
  in principal amount of the Securities then outstanding may petition any court
  of competent jurisdiction for the appointment of a successor Trustee at the
  expense of the Company. 

     If
  the Trustee fails to comply with Section 8.10, any Holder may petition any court
  of competent jurisdiction for the removal of the Trustee and the appointment
  of a successor Trustee. 

     A
  successor Trustee shall deliver a written acceptance of its appointment to the
  retiring Trustee and to the Company. Immediately after that, the retiring Trustee
  shall transfer all property held by it as Trustee to the successor Trustee and
  be released from its obligations (exclusive of any liabilities that the retiring
  Trustee may have incurred while acting as Trustee) hereunder, the resignation
  or removal of the retiring Trustee shall become effective, and the successor
  Trustee shall have all the rights, powers and duties of the Trustee under this
  Indenture. A successor Trustee shall mail notice of its succession to each Holder.


     A
  retiring Trustee shall not be liable for the acts or omissions of any successor
  Trustee after its succession. 

     Notwithstanding
  replacement of the Trustee pursuant to this Section 8.8, the Company's
  obligations under Section 8.7 shall continue for the benefit of the retiring
  Trustee. 


 Section 8.9 Successor Trustee by Merger,
  Etc. 


     If
  the Trustee consolidates with, merges or converts into, or transfers all or
  substantially all of its corporate trust assets (including the administration
  of this Indenture) to another Person, the resulting, surviving or transferee
  entity, without any further act, shall be the successor Trustee, provided
  such transferee entity shall qualify and be eligible under Section 8.10.
  Such successor Trustee shall promptly mail notice of its succession to the Company
  and each Holder. 


 Section 8.10 Eligibility; Disqualification. 


     The
  Trustee shall always satisfy the requirements of paragraphs (1), (2) and (5)
  of TIA Section 310(a). The Trustee (or its parent holding company) shall have
  a combined capital and surplus of at least $50,000,000. If at any time the Trustee
  shall cease to satisfy any such requirements, it shall resign immediately in
  the manner and with the effect specified in this Article 8. The Trustee shall
  be subject to the provisions of TIA Section 310(b). Nothing herein shall prevent
  the Trustee from filing with the SEC the application referred to in the penultimate
  paragraph of TIA Section 310(b). 

58



 


Section 8.11 Disqualification; Conflicting
  Interests. 


     If
  the Trustee has or shall acquire a conflicting interest within the meaning of
  the TIA and an Event of Default occurs, 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 TIA and this Indenture. 


 Section 8.12 Preferential Collection of Claims
  Against Company. 


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


 ARTICLE IX.

  AMENDMENTS, SUPPLEMENTS AND WAIVERS


  Section 9.1 Without Consent of Holders. 


     Notwithstanding
  Section 9.2 of this Indenture, the Company and the Trustee may amend or supplement
  this Indenture or the Securities without notice to or consent of any Holder:


     (a)
  to comply with Sections 4.12, 6.1 and 6.2;

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

     (c)
  to make any other change that does not adversely affect the rights of any Holder;
   

     (d)
  to comply with the provisions of the TIA, to comply with any requirement of
  the SEC in connection with the qualification of the Indenture under the TIA
  or to make any change necessary for the registration under the Securities Act
  of the Securities or the Common Stock issuable upon conversion of the Securities;


     (e)
  to add to the covenants of the Company for the equal and ratable benefit of
  the Securityholders or to surrender any right, power or option conferred upon
  the Company; or 

     (f)
  to appoint a successor Trustee. 


Section 9.2 With Consent of Holders. 


     The
  Company and the Trustee may amend or supplement this Indenture or the Securities
  with the written consent of the Holders of at least a majority of the aggregate
  principal amount of the Securities then outstanding. The Holders of at least
  a majority in aggregate principal amount of the Securities then outstanding
  may waive compliance in a particular instance by the Company with any provision
  of this Indenture or the Securities without notice to any Holder. However, notwithstanding
  the foregoing but subject to Section 9.4, without the written consent of each
  Securityholder affected, an amendment, supplement or waiver, including a waiver
  pursuant to Section 7.4, may not: 

59



 

     (a)
  change the record date or payment date or Stated Maturity Date of the principal
  of, or interest or Additional Interest, if any, on any Security; 

     (b)
  reduce the principal amount of or interest on, including Additional Interest,
  if any, on any Security;  

     (c)
  reduce the amount of principal payable upon acceleration of the maturity of
  any Security or purchase price payable in connection with any redemption pursuant
  to Section 3.1, a Change of Control or an Optional Purchase Offer;

     
  (d) change the place or currency of payment of principal of or any interest,
  including Additional Interest, if any, on any Security; 

     (e)
  extend the time for payment or otherwise waive a Default or Event of Default
  in the payment of principal of or interest and Additional Interest, if any,
  on any Security; 

     (f)
  impair the right to institute suit for the enforcement of any payment on, or
  with respect to, any Security;  

     (g)
  modify the provisions with respect to the purchase right of Holders upon a redemption
  by the Company pursuant to Section 3.1, a Change of Control or an Optional Purchase
  Offer in a manner adverse to Holders; 

     (h)
  adversely affect the right of Holders to convert Securities other than as provided
  in or under Article 4 of this Indenture; 

     (i)
  reduce the percentage of the aggregate principal amount of the outstanding Securities
  whose Holders must consent to a modification or amendment of this Indenture;
   

     (j)
  reduce the percentage of the aggregate principal amount of the outstanding Securities
  necessary for the waiver of compliance with provisions of this Indenture or
  the waiver of Defaults under this Indenture; and 

     (k)
  modify any of the provisions of this Section 9.2 or Section 7.4, except to increase
  the percentage described in clause (j) immediately above or to provide that
  certain provisions of this Indenture cannot be modified or waived without the
  consent of the Holder of each outstanding Security affected thereby.


     It
  shall not be necessary for the consent of the Holders under this Section 9.2
  to approve the particular form of any proposed amendment, supplement or waiver,
  but it shall be sufficient if such consent approves the substance thereof.


     After
  an amendment, supplement or waiver under this Section 9.2 becomes effective,
  the Company shall mail to the Holders affected thereby a notice briefly describing
  the amendment, supplement or waiver. Any failure of the Company to mail such
  notice, or any defect therein, shall not, however, in any way impair or affect
  the validity of any such amendment, supplement or waiver. 

60



 


Section 9.3 Compliance with Trust Indenture
  Act. 


     Every
  amendment to or supplement of this Indenture or the Securities shall comply
  with the TIA as in effect at the date of such amendment or supplement. In the
  event of any conflict between this Indenture and the TIA, the terms of the TIA
  shall govern. 


 Section 9.4 Revocation and Effect of Consents. 


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

     After
  an amendment, supplement or waiver becomes effective, it shall bind every Securityholder,
  unless it makes a change described in any of clauses (a) through (k) of Section 9.2.
  In that case the amendment, supplement or waiver shall bind each Holder of a
  Security who has consented to it and every subsequent Holder of a Security or
  portion of a Security that evidences the same debt as the consenting Holder's
  Security. 


 Section 9.5 Notation on or Exchange of Securities. 


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


 Section 9.6 Trustee to Sign Amendments, Etc. 


     The
  Trustee shall sign any amendment or supplemental indenture authorized pursuant
  to this Article 9 if the amendment or supplemental indenture does not adversely
  affect the rights, duties, liabilities or immunities of the Trustee. If it does,
  the Trustee may, in its sole discretion, but need not sign it. In signing or
  refusing to sign such amendment or supplemental indenture, the Trustee shall
  be entitled to receive and, subject to Section 8.1, shall be fully protected
  in relying upon, an Opinion of Counsel stating that such amendment or supplemental
  indenture is authorized or permitted by this Indenture in addition to the documents
  required by Section 10.4. The Company may not sign an amendment or supplemental
  indenture until the Board of Directors approves it. 

61



 


Section 9.7 Effect of Supplemental Indentures. 


     Upon
  the execution of any supplemental indenture under this Article 9, this Indenture
  shall be modified in accordance therewith, and such supplemental indenture shall
  form a part of this Indenture for all purposes; and every Holder of Securities
  theretofore or thereafter authenticated and delivered hereunder shall be bound
  thereby. 


 ARTICLE X.

  MISCELLANEOUS


  Section 10.1 Trust Indenture Act Controls. 


     If
  any provision of this Indenture limits, qualifies or conflicts with the duties
  imposed by any of Sections 310 to 317, inclusive, of the TIA through operation
  of Section 318(c) thereof, such imposed duties shall control. 


 Section 10.2 Notices. 


     Any
  demand, authorization, notice, request, consent or communication shall be given
  in writing and delivered in person or mailed by first-class mail (certified
  or registered, return receipt requested), postage prepaid, addressed as follows
  or transmitted by facsimile transmission (confirmed by delivery in person or
  mail by first-class mail, postage prepaid, or by guaranteed overnight courier)
  to the following facsimile numbers: 

                    If
  to the Company, to:

                     RadiSys
  Corporation 

                      5445
  N. E. Dawson Creek Drive 

                      Hillsboro,
  OR 97124 

                      Attention:
  Treasurer 

                      Facsimile
  No.: (503) 615-1115

                     if
  to the Trustee, to: 


                     JPMorgan
  Chase Bank

                      4
  New York Plaza, 15th Floor

                      New
  York, NY 10004

                      Attention:
  Institutional Trust Services

                      Facsimile
  No.: (212) 623-6215 


     Such
  notices or communications shall be effective when received. 

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

     Any
  notice or communication mailed to a Securityholder shall be mailed by first-class
  mail, certified or registered, return receipt requested, or delivered by an
  overnight delivery service guaranteeing next day delivery to it at its address
  shown on the register kept by the Primary Registrar. Any notice or communication
  will also be so mailed to any Person described in TIA § 313(c), to
  the extent required by the TIA. 

62



 

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


Section 10.3 Communications by Holders With
  Other Holders. 


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


 Section 10.4 Certificate and Opinion as to
  Conditions Precedent. 


     (a)
  Upon any request or application by the Company to the Trustee to take any action
  under this Indenture, the Company shall furnish to the Trustee at the request
  of the Trustee: 

	 	 
             (i) an Officers' Certificate stating
        that, in the opinion of the signers, all conditions precedent (including
        any covenants, compliance with which constitutes a condition precedent),
        if any, provided for in this Indenture relating to the proposed action
        have been complied with; and 






	 	 
             (ii) an Opinion of Counsel (which must include
        the statements set forth in Section 10.4(b)) stating that, in the
        opinion of such counsel, all such conditions precedent (including any
        covenants, compliance with which constitutes a condition precedent) have
        been complied with. 





        (b)
  Each Officers' Certificate and Opinion of Counsel with respect to compliance
  with a condition or covenant provided for in this Indenture must comply with
  the provisions of TIA § 314(c) and must include: 

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

	 	 
	 	      
      (ii) a brief
      statement as to the nature and scope of the examination or investigation
      upon which the statements or opinions contained in such certificate or opinion
      are based;  




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

	 	 
	 	       
       (iv)
      a statement as to whether or not, in the opinion of such person, such condition
      or covenant has been complied with; 


63



 

provided
  however, that with respect to matters of fact an Opinion of Counsel may
  rely on an Officers' Certificate or certificates of public officials.



 Section 10.5 Record Date for Vote or Consent
  of Securityholders.


     The
  Company may set a record date for purposes of determining the identity of Holders
  entitled to vote or consent to any action by vote or consent authorized or permitted
  under this Indenture, which record date shall not be more than 30 days prior
  to the date of the commencement of solicitation of such action. Notwithstanding
  the provisions of Section 9.4, if a record date is fixed, those persons who
  were Holders of Securities at the close of business on such record date (or
  their duly designated proxies), and only those persons, shall be entitled to
  take such action by vote or consent or to revoke any vote or consent previously
  given, whether or not such persons continue to be Holders after such record
  date. 

Section 10.6 Rules by
Trustee, Paying Agent, Registrar and Conversion Agent.  

     The
  Trustee may make reasonable rules (not inconsistent with the terms of this Indenture)
  for action by or at a meeting of Holders. Any Registrar, Paying Agent or Conversion
  Agent may make reasonable rules for its functions. 


 Section 10.7 Legal Holidays. 


     A
  "Legal Holiday" is a Saturday, Sunday or a day on which state
  or federally chartered banking institutions in New York, New York and the state
  in which the Corporate Trust Office is located are not required to be open.
  If a payment date is a Legal Holiday, payment shall be made on the next succeeding
  day that is not a Legal Holiday, and no interest shall accrue for the intervening
  period. If a regular record date is a Legal Holiday, the record date shall not
  be affected. 


 Section 10.8 Governing Law. 


     This
  Indenture and the Securities shall be governed by, and construed in accordance
  with, the laws of the State of New York, without regard to principles of conflicts
  of laws. 

     The
  Company hereby submits to the non-exclusive jurisdiction of the Federal and
  state courts in the Borough of Manhattan in the City of New York in any suit
  or proceeding arising out of or relating to this Indenture or the Securities.



 Section 10.9 No Adverse Interpretation of
  Other Agreements. 


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


 Section 10.10 No Recourse Against Others. 


     All
  liability described in paragraph 16 of the Securities of any director, officer,
  employee or shareholder, as such, of the Company is waived and released.


64



 


Section 10.11 Successors. 


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



 Section 10.12 Multiple Counterparts. 


     The
  parties may sign multiple counterparts of this Indenture. Each signed counterpart
  shall be deemed an original, but all of them together represent the same agreement.



 Section 10.13 Separability. 


     In
  case any provisions in this Indenture or in the Securities shall be invalid,
  illegal or unenforceable, the validity, legality and enforceability of the remaining
  provisions shall not in any way be affected or impaired thereby. 


 Section 10.14 Table of Contents, Headings,
  Etc. 


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


 (Signature Pages Follow)


65



 


     IN
  WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the
  date and year first above written. 

	 	RADISYS
      CORPORATION
	 	 	 
	 	By: 	/s/ Julia A. Harper          
	 	 	Name: Julia
      A. Harper

      Title: Chief Financial Officer


 

66



 

	 	JPMORGAN
      CHASE BANK, as Trustee
	 	 	 
	 	By: 	/s/ Carol Ng          
	 	 	Name: Carol
      Ng

      Title: Vice President


67



 


  

 EXHIBIT A

  [FORM OF FACE OF SECURITY]  


     "UNLESS
  THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
  COMPANY TO RADISYS CORPORATION (THE "COMPANY") OR ITS AGENT
  FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
  IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
  BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
  HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
  AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
  SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS
  SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
  REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
  OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
  IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
  SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
  A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
  THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
  THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
  SUCH SUCCESSOR DEPOSITARY."1 

     "THIS
  NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
  REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES
  ACT"), AND THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION
  THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
  SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS
  NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION
  FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
  THEREUNDER."2 

     "THE
  HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE
  AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED,
  RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A
  PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
  (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
  THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
   



1
  This paragraph to be included only if the Security is a Global Security. 

  2 This paragraph to be included only if the Security is a Restricted
  Security. 

A-1



 

TRANSACTION
  IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION
  FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
  AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
  SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE
  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL,
  AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE
  FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."3


     "THE
  HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS
  AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE REVERSE
  HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH
  THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT."4



RADISYS CORPORATION


 No.: _____ 

CUSIP: 750459
  AC 35

  750459 AD16

  ISIN: US750459 AC367

  US750459 AD198

 1-3/8%
  CONVERTIBLE SENIOR NOTES DUE NOVEMBER 15, 2023  

     RADISYS
  CORPORATION, an Oregon corporation (the "Company", which term
  shall include any successor corporation under the Indenture referred to on the
  reverse hereof), promises to pay to ________________, or registered assigns,
  the principal sum of _____________________________________________________ Dollars
  ($______________) on November 15, 2023 [or such greater or lesser amount as
  is indicated on the Schedule of Exchanges of Securities on the other side of
  this Security].9 

Interest Payment Dates: May
15 and November 15 

Record Dates: May 1 and November 1  

This Security
  is convertible as specified on the other side of this Security. Additional provisions
  of this Security are set forth on the other side of this Security. 

 (Signature
  Page Follows)



3
  This paragraph to be included only if the Security is a Restricted Security.
  

  4 This paragraph to be included only if the Security is a Restricted
  Security. 

  5 CUSIP Number if the Security is a Restricted Security.

  6 CUSIP Number if the Security is not a Restricted Security. 

  7 ISIN Number if the Security is a Restricted Security. 

  8 ISIN Number if the Security is not a Restricted Security. 

  9 This phrase should be included only if the Security is a Global
  Security. 

A-2



 

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

	 	RADISYS
      CORPORATION
	 	 	 
	 	By: 	                                                  
	 	 	Name:                                       

      Title: 
                                                


Attest:

_______________________________

 Name: __________________________

  Title: ___________________________

  Dated: __________________________

Trustee's Certificate of
  

  Authentication: This is one of the 

  Securities referred to in the within- 

  mentioned Indenture. 

JPMORGAN CHASE BANK, as
  Trustee 

 _______________________________

Authorized Officer  

A-3



 

 


 [FORM OF REVERSE SIDE OF SECURITY]

  RADISYS CORPORATION

  1-3/8% CONVERTIBLE SENIOR NOTES DUE NOVEMBER 15, 2023 

 1. INTEREST 


     RADISYS
  CORPORATION, an Oregon corporation (the "Company", which term
  shall include any successor corporation under the Indenture hereinafter referred
  to), promises to pay interest on the principal amount of this Security at the
  rate of 1-3/8% per annum. The Company shall pay interest semiannually on May
  15 and November 15 of each year (each such date, an "Interest Payment
  Date"), commencing May 15, 2004. Interest on the Securities shall accrue
  from the most recent date to which interest has been paid or, if no interest
  has been paid, from November 19, 2003; provided, however, that
  if there is not an existing Default in the payment of interest and if this Security
  is authenticated between a record date referred to on the face hereof (each
  such date, an "Interest Payment Record Date") and the next
  succeeding Interest Payment Date, interest shall accrue from such Interest Payment
  Date (or November 19, 2003, if such date is later). Interest will be computed
  on the basis of a 360-day year of twelve 30-day months. Any reference herein
  to interest accrued or payable as of any date shall include any Additional Interest
  accrued or payable on such date as provided in the Registration Rights Agreement.


2. METHOD OF PAYMENT 


     The
  Company shall pay principal, interest and Additional Interest, if any, on this
  Security (except defaulted interest) to the person who is the Holder of this
  Security at the close of business on May 1 or November 1, as the case may be,
  next preceding the related Interest Payment Date. The Holder must surrender
  this Security to a Paying Agent to collect payment of principal. The Company
  will pay principal and interest including Additional Interest, if any, in money
  of the United States that at the time of payment is legal tender for payment
  of public and private debts. The Company may, however, pay principal and interest
  and Additional Interest, if any, in respect of any Certificated Security by
  check or wire payable in such money; provided, however, that a
  Holder with an aggregate principal amount in excess of $2,000,000 will be paid
  by wire transfer in immediately available funds at the election of such Holder
  if such Holder has provided wire transfer instructions to the Company at least
  ten business days prior to the payment date. The Company may mail an interest
  check to the Holder's registered address. Notwithstanding the foregoing,
  so long as this Security is registered in the name of a Depositary or its nominee,
  all payments hereon shall be made by wire transfer of immediately available
  funds to the account of the Depositary or its nominee. 

3. PAYING AGENT, REGISTRAR
  AND CONVERSION AGENT  

     Initially,
  JPMorgan Chase Bank (the "Trustee," which term shall include
  any successor trustee under the Indenture hereinafter referred to) will act
  as Paying Agent, Registrar and Conversion Agent. The Company may change any
  Paying Agent, Registrar or Conversion Agent without notice to the Holder. The
  Company or any of its Affiliates may, subject to certain limitations set forth
  in the Indenture, act as Paying Agent or Registrar. 

A-4



 

4. INDENTURE, LIMITATIONS
   

     This
  Security is one of a duly authorized issue of Securities of the Company designated
  as its 1-3/8% Convertible Senior Notes due November 15, 2023 (the "Securities"),
  issued under an Indenture dated as of November 19, 2003 (together with any supplemental
  indentures thereto, the "Indenture"), between the Company and
  the Trustee. The terms of the Securities are qualified in their entirety by
  those stated in the Indenture and those required by or made part of the Indenture
  by reference to the Trust Indenture Act of 1939, as amended, as in effect on
  the date of the Indenture. The Securities are subject to all such terms, and
  Security holders are referred to the Indenture for a statement of such terms.
  The Securities are general unsecured obligations of the Company limited to $100,000,000
  in aggregate principal amount. The Indenture does not limit other debt of the
  Company, secured or unsecured. 

5. PURCHASE OF SECURITIES
  AT OPTION OF COMPANY  

     The
  Securities may be redeemed at the election of the Company, as a whole or from
  time to time in part, on or after November 15, 2006 and prior to November 15,
  2008, subject to the terms and conditions of the Indenture, if, but only if,
  on each of at least 20 Trading Days within any period of 30 consecutive Trading
  Days ending on or after November 15, 2006 and prior to November 15, 2008 the
  Closing Price of the Common Stock exceeds 130% of the Conversion Price of the
  Securities on the 30th Trading Day of such period. The Securities may be redeemed
  at the election of the Company, as a whole or from time to time in part, at
  any time on or after November 15, 2008, subject to the terms and conditions
  of the Indenture. Upon any such redemption, the Redemption Price shall be equal
  to 100% of the principal amount of the Security being redeemed, together with
  accrued and unpaid interest and Additional Interest, if any, up to, but not
  including, the Redemption Date; provided, that if the Redemption Date
  falls after an Interest Payment Record Date and on or before an Interest Payment
  Date, then the interest and Additional Interest, if any, will be payable to
  the Holders in whose name the Securities are registered at the close of business
  on the Interest Payment Record Date. 

6. PURCHASE OF SECURITIES
  AT OPTION OF HOLDER UPON A CHANGE IN CONTROL  

     At
  the option of the Holder and subject to the terms and conditions of the Indenture,
  the Company shall become obligated to purchase all or any part specified by
  the Holder (so long as the principal amount of such part is $1,000 or an integral
  multiple of $1,000 in excess thereof) of the Securities held by such Holder
  on the date that is 30 Business Days after the occurrence of a Change of Control,
  at a purchase price equal to 100% of the principal amount thereof together with
  accrued and unpaid interest including Additional Interest, if any, up to, but
  excluding, the Change of Control Purchase Date; provided, that if a Change
  of Control Purchase Date falls after an Interest Payment Record Date and on
  or before an Interest Payment Date, then the interest and Additional Interest,
  if any, will be payable to the Holders in whose name the Securities are registered
  at the close of business on the Interest Payment Record Date. The Holder shall
  have the right to withdraw any Change of Control Purchase Notice (in whole or
  in a portion thereof that is $1,000 or an integral multiple of $1,000 in excess
  thereof) at any time prior to 5:00 p.m., New York City time, on the second Business
  Day preceding the Change of Control Purchase Date by delivering a written notice
  of withdrawal to the Paying Agent in accordance with the terms of the Indenture.


A-5



 

7. OPTIONAL PURCHASE AT
  OPTION OF HOLDER  

     At
  the option of the Holder and subject to the terms and conditions of the Indenture,
  the Company shall become obligated to purchase all or any part specified by
  the Holder (so long as the principal amount of such part is $1,000 or an integral
  multiple of $1,000 in excess thereof) of the Securities held by such Holder
  on November 15, 2008, November 15, 2013 and November 15, 2018 (each, an "Optional
  Purchase Date"), at a purchase price equal to 100% of the principal
  amount thereof together with accrued and unpaid interest including Additional
  Interest, if any, up to, but excluding, the Optional Purchase Date; provided,
  that if an Optional Purchase Date falls after an Interest Payment Record Date
  and on or before an Interest Payment Date, then the interest and Additional
  Interest, if any, will be payable to the Holders in whose name the Securities
  are registered at the close of business on the Interest Payment Record Date.
  The Holder shall have the right to withdraw any Optional Purchase Notice (in
  whole or in a portion thereof that is $1,000 or an integral multiple of $1,000
  in excess thereof) at any time prior to 5:00 p.m., New York City time, on the
  second Business Day preceding the Optional Purchase Date by delivering a written
  notice of withdrawal to the Paying Agent in accordance with the terms of the
  Indenture. 


 8. CONVERSION 


     Subject
  to the provisions of the Indenture (including, without limitation, the conditions
  to conversion set forth in Section 4.1 thereof), a Holder of a Security may
  convert, at the option of the Holder, the principal amount of such Security
  (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in
  excess thereof) into shares of Common Stock at any time prior to the close of
  business on November 15, 2023; provided, however, if such Security
  is called for redemption or submitted or presented for purchase pursuant to
  Article 3 of the Indenture, such conversion right shall terminate at the close
  of business on the second Business Day preceding the Redemption Date, the Change
  of Control Purchase Date or the Optional Purchase Date, as applicable, for such
  Security or such earlier date as the Holder presents such Security for purchase
  (unless the Company shall Default in making the Redemption Price, Change of
  Control Purchase Price or Optional Purchase Price payment when due, in which
  case the conversion right shall terminate at the close of business on the date
  such Default is cured and such Security is purchased). 

     The
  initial Conversion Price is $23.5712 per share, subject to adjustment under
  certain circumstances as provided in the Indenture. The number of shares of
  Common Stock issuable upon conversion of a Security is determined by dividing
  the principal amount of the Security or portion thereof converted by the Conversion
  Price in effect on the Conversion Date, except if the conversion is a Principal
  Value Conversion. The number of shares of Common Stock issuable upon a Principal
  Value Conversion of a Security is determined by dividing the principal amount
  of the Security or portion thereof converted, together with accrued and unpaid
  interest, and Additional Interest, if any, thereon by the Principal Value Conversion
  Stock Valuation. If on any Conversion Date (i) the Security is not registered
  under the Securities Act and is not immediately freely saleable pursuant to
  Rule 144(k) under the Securities Act (or any successor provision), and (ii)
  a Registration Default exists, to the extent the Company satisfies its obligations
  to a Security holder upon conversion by delivering Common Stock, the Company
  shall deliver 103% of the number of shares of Common Stock otherwise deliverable
  upon such conversion. No fractional shares will be issued upon conversion; in
  lieu thereof, an amount will be paid in Cash based upon the Closing Price of
  Common Stock on the Trading Day immediately prior to the Conversion Date.


A-6



 

     Upon
  conversion, the Company shall have the option, in its sole discretion, to satisfy
  its obligations to the Holder by delivering to such Holder (1) Common Stock,
  (2) Cash or (3) a combination of Common Stock and Cash as set forth in Section
  4.15 of the Indenture. 

     To
  convert a Security, a Holder must (a) complete and manually sign the Conversion
  Notice set forth below and deliver such notice to a Conversion Agent, (b) surrender
  the Security to a Conversion Agent, (c) furnish appropriate endorsements and
  transfer documents if required by a Registrar or a Conversion Agent, and (d)
  pay any transfer or similar tax, if required. 

     A
  Holder may convert a portion of a Security equal to $1,000 or any integral multiple
  thereof. 

     A
  Holder of a Security is not entitled to receive any accrued and unpaid interest
  and Additional Interest, if any, in respect of the Security upon, or from and
  after, the conversion of such Security. 

     A
  Holder of Securities is not entitled to any rights of a holder of Common Stock
  until such Holder has converted its Securities to Common Stock, and only to
  the extent such Securities are deemed to have been converted into Common Stock
  pursuant to Article 4 of the Indenture. 

     A
  Security in respect of which a Holder had delivered a Change of Control Purchase
  Notice or an Optional Purchase Notice exercising the option of such Holder to
  require the Company to purchase such Security may be converted only if the Change
  of Control Purchase Notice or Optional Purchase Notice is withdrawn in accordance
  with the terms of the Indenture. 

9. DENOMINATIONS, TRANSFER,
  EXCHANGE  

     The
  Securities are in registered form, without coupons, in denominations of $1,000
  and integral multiples of $1,000. A Holder may register the transfer or exchange
  of Securities in accordance with the Indenture. The Registrar may require a
  Holder, among other things, to furnish appropriate endorsements and transfer
  documents and to pay any taxes or other governmental charges that may be imposed
  in relation thereto by law or permitted by the Indenture. 

10. PERSONS DEEMED OWNERS
   

     The
  Holder of a Security may be treated as the owner of it for all purposes.


A-7



 

11. UNCLAIMED
  MONEY  

     If
  money for the payment of principal or interest including Additional Interest,
  if any, remains unclaimed for two years, the Trustee or Paying Agent will pay
  the money back to the Company at its written request, subject to applicable
  unclaimed property law. After that, Holders entitled to money must look to the
  Company for payment as general creditors unless an applicable abandoned property
  law designates another person. 

12. AMENDMENT, SUPPLEMENT
  AND WAIVER  

     Subject
  to certain exceptions, the Indenture or the Securities may be amended or supplemented
  with the consent of the Holders of at least a majority of the aggregate principal
  amount of the Securities then outstanding, and the Holders of at least a majority
  in aggregate principal amount of the Securities then outstanding may waive compliance
  in a particular instance by the Company with any provision of this Indenture
  or the Securities without notice to any Holder. Without the consent of or notice
  to any Holder, the Company and the Trustee may amend or supplement the Indenture
  or the Securities to, among other things, cure any ambiguity, defect or inconsistency
  or make any other change that does not adversely affect the rights of any Holder.


13. SUCCESSOR ENTITY 


     When
  a successor corporation assumes all the obligations of its predecessor under
  the Securities and the Indenture in accordance with the terms and conditions
  of the Indenture, the predecessor corporation (except in certain circumstances
  specified in the Indenture) will be released from those obligations.


14. DEFAULTS AND REMEDIES
   

     Under
  the Indenture, an Event of Default includes: (i) Default for 30 days in payment
  of any interest or Additional Interest on any Security; (ii) Default in payment
  of any principal on the Securities when due; (iii) failure by the Company for
  60 days after notice to it to comply with any of its agreements or covenants
  contained in the Indenture or the Securities; (iv) Default in the payment of
  the Redemption Price, Change of Control Purchase Price or Optional Purchase
  Price of any Security when due; (v) failure by the Company to issue Cash, Common
  Stock or any combination thereof upon conversion of Securities by a Holder in
  accordance with the Indenture; (vi) failure by the Company to provide notice
  of a Change of Control when required by the Indenture; (vii) certain indebtedness
  is not discharged as set forth under the Indenture; and (viii) certain events
  of bankruptcy, insolvency or reorganization of the Company or a Significant
  Subsidiary. If an Event of Default (other than as a result of certain events
  of bankruptcy, insolvency or reorganization of the Company or a Significant
  Subsidiary) occurs and is continuing, the Trustee or the Holders of at least
  25% in aggregate principal amount of the Securities then outstanding may declare
  all unpaid principal on the Securities then outstanding to be due and payable
  immediately, all as and to the extent provided in the Indenture. If an Event
  of Default occurs as a result of certain events of bankruptcy, insolvency or
  reorganization of the Company or a Significant Subsidiary, unpaid principal
  of the Securities then outstanding shall become due and payable immediately
  without any declaration or other act on the part of the Trustee or any Holder,
  all as and to the extent provided in the Indenture. Holders may not enforce
  the Indenture or the Securities except as provided in the Indenture. The Trustee
  may require indemnity satisfactory to it before it enforces the Indenture or
  the Securities. Subject to certain limitations, Holders of a majority in aggregate
  principal amount of the Securities then outstanding may direct the Trustee in
  its exercise of any trust or power. The Trustee may withhold from Holders notice
  of any continuing Default (except a Default in payment of principal or interest)
  if it determines that withholding notice is in their interests. The Company
  is required to file periodic reports with the Trustee as to the absence of Defaults.


A-8



 

15. TRUSTEE
  DEALINGS WITH THE COMPANY  

     JPMorgan
  Chase Bank, the Trustee under the Indenture, in its individual or any other
  capacity, may make loans to, accept deposits from and perform services for the
  Company or an Affiliate of the Company, and may otherwise deal with the Company
  or an Affiliate of the Company, as if it were not the Trustee. 

16. NO RECOURSE AGAINST
  OTHERS  

     A
  director, officer, employee or shareholder, as such, of the Company shall not
  have any liability for any obligations of the Company under the Securities or
  the Indenture nor for any claim based on, in respect of or by reason of such
  obligations or their creation. The Holder of this Security by accepting this
  Security waives and releases all such liability. The waiver and release are
  part of the consideration for the issuance of this Security. 


 17. AUTHENTICATION 


     This
  Security shall not be valid until the Trustee or an authenticating agent manually
  signs the certificate of authentication on the other side of this Security.


18. ABBREVIATIONS AND DEFINITIONS
   

     Customary
  abbreviations may be used in the name of the Holder or an assignee, such as:
  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN
  (= joint tenants with right of survivorship and not as tenants in common), CUST
  (= Custodian) and UGMA (= Uniform Gifts to Minors Act). 

     All
  terms defined in the Indenture and used in this Security but not specifically
  defined herein are defined in the Indenture and are used herein as so defined.


19. CUSIP NUMBERS 


     Pursuant
  to a recommendation promulgated by the Committee on Uniform Security Identification
  Procedures the Company has caused CUSIP numbers to be printed on the Securities
  and has directed the Trustee to use CUSIP numbers in notices of redemption as
  a convenience to Security holders. No representation is made as to the accuracy
  of such numbers either as printed on the Securities or as contained in any notice
  of redemption. 

A-9



 

20. GOVERNING LAW; CONSENT
  TO JURISDICTION AND SERVICE OF PROCESS.  

     The
  laws of the State of New York shall govern the Indenture and the Securities
  without giving effect to such state's conflicts of law principles. The
  Company has irrevocably and unconditionally submitted to the non-exclusive jurisdiction
  of any New York State or United States Federal court sitting in the Borough
  of Manhattan in the City of New York over any suit, action or proceeding arising
  out of or relating to the Indenture or the Securities. The Company has irrevocably
  appointed United States Corporation Company as its authorized agent for service
  of process and agrees that service of process in any suit, action or proceeding
  may be made upon it at the office of such agent at 2711 Centerville Road, Suite
  400, Wilmington, Delaware 19808. 

THE COMPANY WILL FURNISH
  TO ANY SECURITY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE
  INDENTURE. IT ALSO WILL FURNISH THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS
  MAY BE MADE TO: RADISYS CORPORATION, 5445 N. E. DAWSON CREEK DRIVE, HILLSBORO,
  OREGON 97124. TEL: (503) 615-1100, FAX NO: (503) 615-1115. 

A-10




ASSIGNMENT FORM


 To: 

RadiSys Corporation 

  5445 N. E. Dawson Creek Drive 

  Hillsboro, OR 97124 


 Attention: Treasurer


 To assign this Security,
  fill in the form below:

  I or we assign and transfer this Security to 

(Insert
  assignee's soc. sec. or tax I.D. no.) 



Print or type assignee's name,
address and zip code



      and
  irrevocably appoint _______________________________________________ agent to
  transfer this Security on the books of the Company. The agent may substitute
  another to act for him or her.

 

	 	Your Signature:
	 	 
	Date:	(Sign exactly as your
      name appears on the other side of this Security)


 Number of Securities:
  

  *Signature guaranteed by: 

By:

  * 

     The
  signature must be guaranteed by an institution which is a member of one of the
  following recognized signature guaranty programs: (i) the Securities Transfer
  Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion
  Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such
  other guaranty program acceptable to the Trustee. 

A-11






CONVERSION NOTICE


 To: 

RadiSys Corporation 

  5445 N. E. Dawson Creek Drive 

  Hillsboro, OR 97124 


 Attention: Treasurer 


     The
  undersigned owner of this Security hereby irrevocably exercises the option to
  convert this Security, or the portion hereof (which is $1,000 or an integral
  multiple thereof) below designated, into shares of Common Stock in accordance
  with the terms of the Indenture referred to in this Security, and directs that
  the Common Stock issuable and/or deliverable upon conversion, together with
  any payment for fractional shares and any Securities representing any unconverted
  principal amount hereof, be issued and/or delivered to the registered Holder
  hereof unless a different name has been indicated below. If shares of Common
  Stock are to be issued in the name of a Person other than the undersigned, the
  undersigned will pay all transfer taxes payable with respect thereto.




 

 Print or type assignee's
  name, address and zip code)  



 

	 	Your Signature:
	 	 
	Date:	(Sign exactly as your
      name appears on the other side of this Security)


 

 Number of Securities:
  

  *Signature guaranteed by: 

By: 

  * 

     The
  signature must be guaranteed by an institution which is a member of one of the
  following recognized signature guaranty programs: (i) the Securities Transfer
  Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion
  Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such
  other guaranty program acceptable to the Trustee. 

A-12






 OPTION TO ELECT REPURCHASE

  UPON A CHANGE OF CONTROL

To: 

RadiSys Corporation 

  5445 N. E. Dawson Creek Drive 

  Hillsboro, OR 97124 

Attention: Treasurer


     The
  undersigned registered owner of this Security hereby irrevocably acknowledges
  receipt of a notice from RadiSys Corporation (the "Company")
  as to the occurrence of a Change of Control with respect to the Company and
  requests and instructs the Company to redeem the entire principal amount of
  this Security, or the portion thereof (which is $1,000 or an integral multiple
  thereof) below designated, in accordance with the terms of the Indenture referred
  to in this Security at the Change of Control Purchase Price, to the registered
  Holder hereof. 

Dated:

	Number
      of Securities:	 Signature(s) 
    
	 	 
	 	Signature(s) must
      be guaranteed by a qualified guarantor institution with membership in an
      approved signature guarantee program pursuant to Rule 17Ad-15 under the
      Securities Exchange Act of 1934.
	 	 
	 	Signature Guaranty


Principal
  amount to be redeemed 

  (in an integral multiple of $1,000, if less than all):  

     NOTICE:
  The signature to the foregoing Election must correspond to the name as written
  upon the face of this Security in every particular, without alteration or any
  change whatsoever. 

A-13






OPTION TO ELECT REPURCHASE

  ON OPTIONAL PURCHASE DATE

To: 

RadiSys Corporation 

  5445 N. E. Dawson Creek Drive 

  Hillsboro, OR 97124 

Attention: Treasurer 


     The
  undersigned registered owner of this Security hereby irrevocably acknowledges
  receipt of a notice from RadiSys Corporation (the "Company")
  as to the occurrence of an Optional Purchase Date with respect to the Company
  and requests and instructs the Company to redeem the entire principal amount
  of this Security, or the portion thereof (which is $1,000 or an integral multiple
  thereof) below designated, in accordance with the terms of the Indenture referred
  to in this Security at the Optional Purchase Price, to the registered Holder
  hereof. 

Dated: 

	Number
      of Securities:	 Signature(s) 
    
	 	 
	 	Signature(s) must
      be guaranteed by a qualified guarantor institution with membership in an
      approved signature guarantee program pursuant to Rule 17Ad-15 under the
      Securities Exchange Act of 1934.
	 	 
	 	Signature Guaranty


Principal amount to be
  redeemed 

  (in an integral multiple of $1,000, if less than all):  

     NOTICE:
  The signature to the foregoing Election must correspond to the name as written
  upon the face of this Security in every particular, without alteration or any
  change whatsoever. 

A-14






 SCHEDULE OF EXCHANGES OF NOTES10 


     The
  following exchanges, repurchases or conversions of a part of this Global Security
  have been made: 



	 Principal
      Amount 

      of this 

      Global Security Following 

      Such Decrease Date of Exchange

      (or Increase) 

      	Authorized
      Signatory of

      Securities 

      Custodian 

      	 Amount
      of 

      Decrease in Principal

      Amount of this Global

      Security 

      	 Amount
      of 

      Increase in 

      Principal 

      Amount of this Global

      Security 







 10 This schedule should be included
  only if the Security is a Global Security. 


A-15





 
 CERTIFICATE
  TO BE DELIVERED UPON EXCHANGE OR REGISTRATION 

  OF TRANSFER OF RESTRICTED SECURITIES11

Re: 1-3/8% Convertible
  Senior Notes due November 15, 2023 (the "Securities") of 

        
  RadiSys Corporation

     This
  certificate relates to $_______ principal amount of Securities owned in (check
  applicable box) 

      obook-entry
  or o definitive form by __________________________________
  (the "Transferor"). 

     The
  Transferor has requested a Registrar or the Trustee to exchange or register
  the transfer of such Securities. 

     In
  connection with such request and in respect of each such Security, the Transferor
  does hereby certify that the Transferor is familiar with transfer restrictions
  relating to the Securities as provided in Section 2.12 of the Indenture dated
  as of November 19, 2003 between RadiSys Corporation and JPMorgan Chase Bank,
  as trustee (the "Indenture"), and the transfer of such Security
  is being made pursuant to an effective registration statement under the Securities
  Act of 1933, as amended (the "Securities Act") (check applicable
  box) or the transfer or exchange, as the case may be, of such Security does
  not require registration under the Securities Act because (check applicable
  box): 

	o	 	
        Such Security is being transferred pursuant to an effective registration
        statement under the Securities Act. 

	 	 	 
	o  	 	Such Security is being
      acquired for the Transferor's own account, without transfer.





	o	 	
        Such Security is being transferred to the Company or a Subsidiary (as
        defined in the Indenture) of the Company. 






	o	 	
        Such Security is being transferred to a person the Transferor reasonably
        believes is a "qualified institutional buyer" (as defined in
        Rule 144A or any successor provision thereto ("Rule 144A")
        under the Securities Act) that is purchasing for its own account or for
        the account of a "qualified institutional buyer", in each case
        to whom notice has been given that the transfer is being made in reliance
        on such Rule 144A, and in each case in reliance on Rule 144A. 



 


11 This certificate
  should only be included if this Security is a Restricted Security. 

A-16







   

	o	 	
        Such Security is being transferred pursuant to and in compliance with
        an exemption from the registration requirements under the Securities Act
        in accordance with Rule 144 (or any successor thereto) ("Rule
        144") under the Securities Act. 






	o	 	
        Such Security is being transferred outside the United States in an offshore
        transaction in accordance with Rule 904 under the Securities Act.
      






	o	 	
        Such Security is being transferred pursuant to and in compliance with
        an exemption from the registration requirements of the Securities Act
        (other than an exemption referred to above) and as a result of which such
        Security will, upon such transfer, cease to be a "restricted security"
        within the meaning of Rule 144 under the Securities Act. 






     The
  Transferor acknowledges and agrees that, if the transferee will hold any such
  Securities in the form of beneficial interests in a global Security which is
  a "restricted security" within the meaning of Rule 144 under the Securities
  Act, then such transfer can only be made (a) pursuant to Rule 144A under
  the Securities Act and such transferee must be a "qualified institutional
  buyer" (as defined in Rule 144A), or (b) outside the United States
  in a transaction complying with the provisions of Rule 904 under the Securities
  Act. 

	Date:
      	_______________________
 (Insert
      Name of Transferor) 
	 	By: ____________________
	 	Name: __________________
	 	Title: ___________________


 

 
A-17