Exhibit 4.1


MICRON
TECHNOLOGY, INC.

as Issuer


and


WELLS
FARGO BANK, NATIONAL ASSOCIATION

as Trustee


Indenture


Dated
as of May 23, 2007


1.875%
Convertible Senior Notes due June 1, 2014


















Micron
Technology, Inc.


Reconciliation and
Tie between the Trust Indenture Act of 1939 and Indenture, dated as of
May 23, 2007, between Micron Technology, Inc. and Wells Fargo Bank,
National Association, as Trustee.


	
  Trust Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
  § 310

  	
  (a)(1)

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(5)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.08(a)(iii), 7.08(e)

  
	
   

  	
  (c)

  	
   

  	
  Not Applicable

  
	
  § 311

  	
  (a)

  	
   

  	
  7.03

  
	
   

  	
  (b)

  	
   

  	
  7.03

  
	
   

  	
  (c)

  	
   

  	
  Not Applicable

  
	
  § 312

  	
  (a)

  	
   

  	
  2.04

  
	
   

  	
  (b)

  	
   

  	
  13.02(a), 13.04

  
	
   

  	
  (c)

  	
   

  	
  13.02(a), 13.04

  
	
  § 313

  	
  (a)

  	
   

  	
  7.06

  
	
   

  	
  (b)

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)

  	
   

  	
  7.05, 7.06

  
	
   

  	
  (d)

  	
   

  	
  7.06

  
	
  § 314

  	
  (a)

  	
   

  	
  4.04, 4.05

  
	
   

  	
  (b)

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)(1)

  	
   

  	
  13.05(1)

  
	
   

  	
  (c)(2)

  	
   

  	
  13.05(2)

  
	
   

  	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (d)

  	
   

  	
  Not Applicable

  
	
   

  	
  (e)

  	
   

  	
  13.06

  
	
  § 315

  	
  (a)

  	
   

  	
  7.01(b), 7.02(a)

  
	
   

  	
  (b)

  	
   

  	
  7.05

  
	
   

  	
  (c)

  	
   

  	
  7.01(b)

  
	
   

  	
  (d)

  	
   

  	
  7.01(c)

  
	
   

  	
  (d)(1)

  	
   

  	
  7.01(b), 7.02(a)

  
	
   

  	
  (d)(2)

  	
   

  	
  7.02(c)

  
	
   

  	
  (d)(3)

  	
   

  	
  7.02(e)

  
	
   

  	
  (e)

  	
   

  	
  6.12

  
	
  § 316

  	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
   

  	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
  9.02(b)

  
	
   

  	
  (c)

  	
   

  	
  13.02(d)

  
	
  § 317

  	
  (a)(1)

  	
   

  	
  6.03

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  



 



 i
 









 


	
  

  	
  (b)

  	
   

  	
  8.02

  
	
  § 318

  	
  (a)

  	
   

  	
  7.01

  



 






Note: This
reconciliation and tie shall not, for any purpose, be deemed to be a part of
the Indenture.



 ii















TABLE OF
CONTENTS


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1 Definitions and Incorporation by Reference

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  	
  7

  
	
  Section 1.02.

  	
  Other Definitions

  	
   

  	
  13

  
	
  Section 1.03.

  	
  Incorporation by Reference of Trust Indenture Act

  	
   

  	
  14

  
	
  Section 1.04.

  	
  Rules of Construction

  	
   

  	
  14

  
	
  Section 1.05.

  	
  Acts of Holders

  	
   

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 The Notes

  	
   

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Form, Dating and Denominations; Legends

  	
   

  	
  15

  
	
  Section 2.02.

  	
  Execution And Authentication

  	
   

  	
  16

  
	
  Section 2.03.

  	
  Registrar, Paying Agent and Conversion Agent

  	
   

  	
  17

  
	
  Section 2.04.

  	
  Paying Agent to Hold Money in Trust

  	
   

  	
  17

  
	
  Section 2.05.

  	
  Noteholder Lists

  	
   

  	
  18

  
	
  Section 2.06.

  	
  Transfer and Exchange

  	
   

  	
  18

  
	
  Section 2.07.

  	
  Replacement Notes

  	
   

  	
  18

  
	
  Section 2.08.

  	
  Outstanding Notes

  	
   

  	
  19

  
	
  Section 2.09.

  	
  Treasury Notes

  	
   

  	
  19

  
	
  Section 2.10.

  	
  Temporary Notes

  	
   

  	
  20

  
	
  Section 2.11.

  	
  Cancellation

  	
   

  	
  20

  
	
  Section 2.12.

  	
  CUSIP Numbers

  	
   

  	
  20

  
	
  Section 2.13.

  	
  Book-Entry Provisions for Global Notes

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 Repurchases

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Repurchase at the Option of the Holders Upon Change
  in Control or Termination of Trading

  	
   

  	
  21

  
	
  Section 3.02.

  	
  Effect of Repurchase Notice

  	
   

  	
  24

  
	
  Section 3.03.

  	
  Deposit of Repurchase Price

  	
   

  	
  25

  
	
  Section 3.04.

  	
  Notes Repurchased in Part

  	
   

  	
  25

  
	
  Section 3.05.

  	
  Covenant to Comply with Securities Laws upon
  Repurchase of Notes

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 Covenants

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Payment of Notes

  	
   

  	
  25

  
	
  Section 4.02.

  	
  Maintenance of Office or Agency

  	
   

  	
  26

  
	
  Section 4.03.

  	
  Existence

  	
   

  	
  26

  
	
  Section 4.04.

  	
  Annual Reports

  	
   

  	
  26

  
	
  Section 4.05.

  	
  Reports to Trustee

  	
   

  	
  27

  
	
  Section 4.06.

  	
  Stay, Extension and Usury Laws

  	
   

  	
  27

  



 



 iii
 









 


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 Consolidation, Merger, Sale or Lease
  of Assets

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Consolidation, Merger, Sale or Lease of Assets by
  the Company

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6 Default and Remedies

  	
   

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Events of Default

  	
   

  	
  28

  
	
  Section 6.02.

  	
  Acceleration

  	
   

  	
  29

  
	
  Section 6.03.

  	
  Other Remedies

  	
   

  	
  29

  
	
  Section 6.04.

  	
  Waiver of Past Defaults

  	
   

  	
  30

  
	
  Section 6.05.

  	
  Control by Majority

  	
   

  	
  30

  
	
  Section 6.06.

  	
  Limitation on Suits

  	
   

  	
  30

  
	
  Section 6.07.

  	
  Rights of Holders to Receive Payment

  	
   

  	
  31

  
	
  Section 6.08.

  	
  Collection Suit by Trustee

  	
   

  	
  31

  
	
  Section 6.09.

  	
  Trustee May File Proofs of Claim

  	
   

  	
  31

  
	
  Section 6.10.

  	
  Priorities

  	
   

  	
  32

  
	
  Section 6.11.

  	
  Restoration of Rights and Remedies

  	
   

  	
  32

  
	
  Section 6.12.

  	
  Undertaking for Costs

  	
   

  	
  32

  
	
  Section 6.13.

  	
  Rights and Remedies Cumulative

  	
   

  	
  32

  
	
  Section 6.14.

  	
  Delay or Omission Not Waiver

  	
   

  	
  33

  
	
  Section 6.15.

  	
  Failure to File

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 The Trustee

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  General

  	
   

  	
  33

  
	
  Section 7.02.

  	
  Certain Rights of Trustee

  	
   

  	
  33

  
	
  Section 7.03.

  	
  Individual Rights of Trustee

  	
   

  	
  35

  
	
  Section 7.04.

  	
  Trustee’s Disclaimer

  	
   

  	
  35

  
	
  Section 7.05.

  	
  Notice of Default

  	
   

  	
  35

  
	
  Section 7.06.

  	
  Reports by Trustee to Holders

  	
   

  	
  35

  
	
  Section 7.07.

  	
  Compensation and Indemnity

  	
   

  	
  35

  
	
  Section 7.08.

  	
  Replacement of Trustee

  	
   

  	
  36

  
	
  Section 7.09.

  	
  Successor Trustee by Merger

  	
   

  	
  37

  
	
  Section 7.10.

  	
  Eligibility

  	
   

  	
  37

  
	
  Section 7.11.

  	
  Money Held in Trust

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 Discharge

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Satisfaction and Discharge of this Indenture

  	
   

  	
  37

  
	
  Section 8.02.

  	
  Application of Trust Money

  	
   

  	
  38

  
	
  Section 8.03.

  	
  Repayment to Company

  	
   

  	
  38

  
	
  Section 8.04.

  	
  Reinstatement

  	
   

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 Amendments, Supplements and Waivers

  	
   

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Amendments Without Consent of Holders

  	
   

  	
  39

  
	
  Section 9.02.

  	
  Amendments With Consent of Holders

  	
   

  	
  40

  



 



 iv
 









 


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 9.03.

  	
  Effect of Consent

  	
   

  	
  41

  
	
  Section 9.04.

  	
  Trustee’s Rights and Obligations

  	
   

  	
  41

  
	
  Section 9.05.

  	
  Conformity With Trust Indenture Act

  	
   

  	
  41

  
	
  Section 9.06.

  	
  Payments for Consents

  	
   

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10 Conversion

  	
   

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Conversion Privilege

  	
   

  	
  42

  
	
  Section 10.02.

  	
  Conversion Procedures; Conversion Settlement

  	
   

  	
  45

  
	
  Section 10.03.

  	
  Fractional Shares

  	
   

  	
  48

  
	
  Section 10.04.

  	
  Taxes on Conversion

  	
   

  	
  48

  
	
  Section 10.05.

  	
  Company to Provide Common Stock

  	
   

  	
  48

  
	
  Section 10.06.

  	
  Adjustment for Change in Capital Stock

  	
   

  	
  49

  
	
  Section 10.07.

  	
  Adjustment for Rights, Options or Warrants Issue

  	
   

  	
  49

  
	
  Section 10.08.

  	
  Adjustment for Other Distributions

  	
   

  	
  50

  
	
  Section 10.09.

  	
  Adjustment for Cash Dividends

  	
   

  	
  52

  
	
  Section 10.10.

  	
  Adjustment for Tender Offer

  	
   

  	
  53

  
	
  Section 10.11.

  	
  Provisions Governing Adjustment to Conversion Rate

  	
   

  	
  53

  
	
  Section 10.12.

  	
  Disposition Events

  	
   

  	
  54

  
	
  Section 10.13.

  	
  Adjustment to Conversion Rate Upon a Make-Whole
  Change in Control; Discretionary Adjustment

  	
   

  	
  56

  
	
  Section 10.14.

  	
  When Adjustment May Be Deferred

  	
   

  	
  58

  
	
  Section 10.15.

  	
  When No Adjustment Required

  	
   

  	
  58

  
	
  Section 10.16.

  	
  Notice of Adjustment

  	
   

  	
  58

  
	
  Section 10.17.

  	
  Notice of Certain Transactions

  	
   

  	
  59

  
	
  Section 10.18.

  	
  Right of Holders to Convert

  	
   

  	
  59

  
	
  Section 10.19.

  	
  Company Determination Final

  	
   

  	
  59

  
	
  Section 10.20.

  	
  Trustee’s Adjustment Disclaimer

  	
   

  	
  59

  
	
  Section 10.21.

  	
  Simultaneous Adjustments

  	
   

  	
  59

  
	
  Section 10.22.

  	
  Successive Adjustments

  	
   

  	
  60

  
	
  Section 10.23.

  	
  Rights Issued in Respect of Common Stock Issued Upon
  Conversion

  	
   

  	
  60

  
	
  Section 10.24.

  	
  Withholding Taxes for Adjustments in Conversion Rate

  	
   

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11 Redemption

  	
   

  	
  60

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Right to Redeem; Notices to Trustee

  	
   

  	
  60

  
	
  Section 11.02.

  	
  Selection of Notes to be Redeemed

  	
   

  	
  61

  
	
  Section 11.03.

  	
  Notice of Redemption

  	
   

  	
  61

  
	
  Section 11.04.

  	
  Effect of Notice of Redemption

  	
   

  	
  62

  
	
  Section 11.05.

  	
  Deposit of Redemption Price

  	
   

  	
  62

  
	
  Section 11.06.

  	
  Notes Redeemed in Part

  	
   

  	
  62

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12 Payment of Interest

  	
   

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 12.01.

  	
  Interest Payments

  	
   

  	
  63

  



 



 v
 









 


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 12.02.

  	
  Defaulted Interest

  	
   

  	
  63

  
	
  Section 12.03.

  	
  Interest Rights Preserved

  	
   

  	
  64

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13 Miscellaneous

  	
   

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 13.01.

  	
  Trust Indenture Act of 1939

  	
   

  	
  64

  
	
  Section 13.02.

  	
  Noteholder Communications; Noteholder Actions

  	
   

  	
  64

  
	
  Section 13.03.

  	
  Notices

  	
   

  	
  65

  
	
  Section 13.04.

  	
  Communication by Holders with Other Holders

  	
   

  	
  66

  
	
  Section 13.05.

  	
  Certificate and Opinion as to Conditions Precedent

  	
   

  	
  66

  
	
  Section 13.06.

  	
  Statements Required in Certificate or Opinion

  	
   

  	
  67

  
	
  Section 13.07.

  	
  Legal Holiday

  	
   

  	
  67

  
	
  Section 13.08.

  	
  Rules by Trustee, Paying Agent, Conversion Agent and
  Registrar

  	
   

  	
  67

  
	
  Section 13.09.

  	
  Governing Law

  	
   

  	
  67

  
	
  Section 13.10.

  	
  No Adverse Interpretation of Other Agreements

  	
   

  	
  67

  
	
  Section 13.11.

  	
  Successors

  	
   

  	
  67

  
	
  Section 13.12.

  	
  Counterparts

  	
   

  	
  67

  
	
  Section 13.13.

  	
  Severability

  	
   

  	
  67

  
	
  Section 13.14.

  	
  Table of Contents and Headings

  	
   

  	
  68

  
	
  Section 13.15.

  	
  No Liability of Directors, Officers, Employees,
  Incorporators, Members and Stockholders

  	
   

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of
  Note

  	
   

  	
   

  
	
  EXHIBIT B

  	
  DTC
  Legend

  	
   

  	
   

  



 



 vi















INDENTURE dated as
of May 23, 2007 between Micron Technology, Inc., a Delaware corporation
(the “Company”) and Wells Fargo Bank,
National Association, a national banking association, as Trustee.


RECITALS


The Company has
duly authorized the execution and delivery of this Indenture to provide for the
issuance of $1,135,000,000 (or up to $1,300,000,000 to the extent the
Underwriters exercise their over-allotment option under the Underwriting
Agreement in full) aggregate principal amount of the Company’s 1.875%
Convertible Senior Notes due June 1, 2014 (the “Notes”).  All things necessary to make this Indenture a
valid agreement of the Company, in accordance with its terms, have been done,
and the Company has done all things necessary to make the Notes, when executed
by the Company and authenticated and delivered by the Trustee and duly issued
by the Company, the valid obligations of the Company as hereinafter provided.


This Indenture is
subject to, and will be governed by, the provisions of the Trust Indenture Act
that are required to be a part of and govern indentures qualified under the
Trust Indenture Act.


THIS
INDENTURE WITNESSETH


For and in
consideration of the premises and the purchase of the Notes by the Holders
thereof, the parties hereto covenant and agree, for the equal and proportionate
benefit of all Holders, as follows:


ARTICLE 1



DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01.          Definitions.


“Additional Notes” means the $165,000,000 aggregate principal
amount of Notes issued under this Indenture as a result of the Underwriters
exercise of their over-allotment option under the Underwriting Agreement.  The Additional Notes shall have the same
terms as the Initial Notes.


“Affiliate” means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with, such Person. 
For purposes of this definition, “control” (including, with correlative
meanings, the terms “controlling,” “controlled by” and “under common control
with”) with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of Voting Securities, by
contract or otherwise.


“Agent” means any Registrar, Paying Agent or Conversion
Agent.













“Agent Member” means a member of, or a participant in, the
Depositary.


“Applicable Conversion Rate” means the Conversion Rate on any
day.


“Applicable Procedures” means, with respect to any transfer
or exchange of beneficial ownership interests in a Global Note, the rules and
procedures of the Depositary, in each case to the extent applicable to such
transfer or exchange.


“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.


“Board of Directors” means the board of directors or
comparable governing body of the Company, or any committee thereof duly
authorized to act on its behalf.


“Board Resolution” means a resolution duly adopted by the
Board of Directors which is certified by the Secretary or an Assistant
Secretary of the Company and remains in full force and effect as of the date of
its certification.


“Business Day” means any weekday that is not a day on which
banking institutions in The City of Boise, The City of New York or the place of
payment are authorized or obligated to close.


“Capital Stock” means, with respect to any Person, any and
all shares of stock of a corporation, partnership interests or other equivalent
interests (however designated, whether voting or non-voting) in such Person’s
equity, entitling the holder to receive a share of the profits and losses, and
a distribution of assets, after liabilities, of such Person.


“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.


“Cash Settlement Averaging Period” means (a) with
respect to any Conversion Date occurring on or after the 24th Scheduled Trading
Day immediately preceding the Maturity Date, the twenty (20) consecutive
Trading Day period ending on, and including, the third Scheduled Trading Day
immediately preceding the Maturity Date and (b) in all other cases, the
twenty (20) consecutive Trading Day period beginning on, and including, the
third Trading Day immediately following the relevant Conversion Date.


“Certificated Note” means a Note in registered individual
form without interest coupons.


“Change
in Control” shall have the meaning set forth in Section 3.01(a)
of this Indenture.


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


“Closing Price” of Common Stock or any other security on any
date means the closing sale price per share (or, if no closing sale price is
reported, the average of the last bid and last ask prices or, if more than one
in either case, the average of the average bid and the average ask prices) on
that date as reported in composite transactions for the principal U.S.
securities exchange on which 



 2
 









Common Stock or such
other security is traded.  If Common
Stock or such other security is not listed for trading on a U.S. national or
regional securities exchange on the relevant date, the Closing Price will be
the last quoted bid price for Common Stock or such other security in the over-the-counter
market on the relevant date as reported by the National Quotation Bureau or
similar organization.  If Common Stock or
such other security is not so quoted, the Closing Price will be the average of
the mid-point of the last bid and ask prices for Common Stock or such other
security on the relevant date from each of at least three nationally recognized
independent investment banking firms selected by the Company for this
purpose.  The Closing Price will be determined
without reference to extended or after hours trading.


“Common Stock” means Common Stock of the Company, $0.10 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 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 Notes shall be substantially
in the proportion which the total number of shares of such class resulting from
all such reclassifications bears to the total number of shares of all such
classes resulting from all such reclassifications.


“Company” means the party named as such in the first
paragraph of this Indenture or any successor obligor under this Indenture and
the Notes pursuant to Section 5.01.


“Conversion Price” per share of Common Stock as of any day
means $1,000 divided by the Conversion Rate on
such day.


“Conversion Value” means the product of (a) the
Conversion Rate on the first Trading Day of the Cash Settlement Averaging
Period multiplied by (b) the average of
the Volume Weighted Average Prices per share of Common Stock on each of the
Trading Days during the applicable Cash Settlement Averaging Period.  The “Conversion Rate on the first Trading Day
of the Cash Settlement Averaging Period,” as such term is used in the
immediately preceding sentence, shall be appropriately adjusted to take into
account the occurrence on or before the relevant Trading Day in the applicable
Cash Settlement Averaging Period of any event that would require an adjustment
to the applicable Conversion Rate pursuant to Sections 10.06 to 10.10 of this
Indenture.


“Corporate Trust Office” means the office of the Trustee at
which the corporate trust business of the Trustee is principally administered, which
at the date of this Indenture is located at Sixth and Marquette, MAC N9303-120,
Minneapolis, Minnesota 55479.


“Current Market Price” of Common Stock on any day means the
average of the Closing Prices of Common Stock for each of the five consecutive
Trading Days ending on the earlier of the day in question and the day before
the Ex-Date with respect to the issuance or distribution requiring such
computation.



 3
 









“Daily Share Amount” means, for each Trading Day of the Cash
Settlement Averaging Period and each $1,000 principal amount of Notes
surrendered for conversion, a number of shares of Common Stock (but in no event
less than zero) determined pursuant to the following formula:


	
  

  	
  

  	
  Volume Weighted
  Average

  Price per share of common

  stock on such Trading Day

  	
   

  	
  ×

  	
   

  	
  Conversion Rate

  in effect on the

  Conversion Date

  	
   

  	
  

  	
   

  	
  —

  	
   

  	
  Specified

  Cash

  Amount

  
	
   

  	
   

  	
  Volume
  Weighted Average Price per share

  of Common Stock on such Trading Day

  	
   

  	
  ×

  	
   

  	
  20

  	
   

  	
   

  



 


The “Conversion Rate in
effect on the Conversion Date,” as such term is used in the formula set forth
above, shall be appropriately adjusted to take into account the occurrence on
or before the relevant Trading Day of any event that would require an
adjustment to the applicable Conversion Rate pursuant to Sections 10.06 to
10.10 of this Indenture.


“Debt” means, with respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money (other
than non-recourse obligations); and (b) all obligations of such Person evidenced
by bonds, debentures, notes or other similar instruments.


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


“Depositary” means DTC or the nominee thereof, or any
successor thereto.


“DTC” means The Depository Trust Company, a New York
corporation, and its successors.


“DTC Legend” means the legend set forth in Exhibit B.


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


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


“GAAP” means generally accepted accounting principles in the
United States of America as in effect from time to time.


“Global Note” means a Note in registered global form without
interest coupons.


“Holder” or “Noteholder”
means the registered holder of any Note.


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



 4
 









“Initial Notes” means the Notes, other than any Additional
Notes, issued on the date hereof and any Notes issued in replacement thereof.


“Interest Payment Date” means each June 1 and December 1 of
each year, commencing December 1, 2007.


“Market Disruption Event” means, with respect to Common Stock
or any other security, the occurrence or existence for more than one-half hour
period in the aggregate on any scheduled Trading Day for Common Stock or such
other security of any suspension or limitation imposed on trading (by reason of
movements in price exceeding limits permitted by the stock exchange or
otherwise) in Common Stock or such other security or in any options, contracts
or future contracts relating to Common Stock or such other security, and such
suspension or limitation occurs or exists at any time before 1:00 p.m. (New
York City time) on such day.


“Maturity Date” means June 1, 2014.


“Notes” has the meaning assigned to such term in the
Recitals.


“Officer” means the chairman of the Board of Directors, the
president or chief executive officer, any vice president, the chief financial
officer, the treasurer or any assistant treasurer, or the secretary or any
assistant secretary, of the Company.


“Officers’ Certificate” means a certificate signed in the
name of the Company (a) by the chairman of the Board of Directors, the
president or chief executive officer or a vice president and (b) by the
chief financial officer, the treasurer or any assistant treasurer or the
secretary or any assistant secretary.


“Opinion of Counsel” means a written opinion signed by legal
counsel, who may be an employee of or counsel to the Company, satisfactory to
the Trustee.


“Paying Agent” refers to a Person engaged to perform the
obligations of the Trustee in respect of payments made or funds held hereunder
in respect of the Notes.


“Person” means an individual, a corporation, a partnership, a
limited liability company, an association, a trust or any other entity,
including a government or political subdivision or an agency or instrumentality
thereof.


“principal” of any Debt (including the Notes) means the
principal amount of such Debt (or if such Debt was issued with original issue
discount, the face amount of such Debt less the remaining unamortized portion
of the original issue discount of such Debt), together with, unless the context
otherwise indicates, any premium then payable on such Debt.


“Prospectus” means the final prospectus dated May 17,
2007 relating to the offering and sale of the Notes.



 5
 









“Redemption Date” means the date specified for redemption of
the Notes in accordance with the terms of the Notes and Article 11.


“Regular Record Date” for the interest payable on any
Interest Payment Date means the May 15 or November 15 next preceding
such Interest Payment Date.


“Responsible Officer” means, when used with respect to the
Trustee, any officer of the trustee within the Corporate Trust Office of the
Trustee who has direct responsibility for the administration of this indenture
and shall also mean any other officer of the Trustee to whom any corporate
trust matter is referred because of such person’s knowledge and familiarity
with the particular subject matter.


“Securities Act” means the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder.


“Scheduled Trading Day” means a day that is scheduled to be a
Trading Day.


“Subsidiary” means with respect to any Person, any
corporation, association or other business entity of which more than 50% of the
outstanding Voting Securities is owned, directly or indirectly, by, or, in the
case of a partnership, the sole general partner or the managing partner or the
only general partners of which are, such Person and one or more Subsidiaries of
such Person (or a combination thereof).


“Termination of Trading” means the Company’s Common Stock, or
other Capital Stock into which the Notes are then convertible, is not listed
for trading on a United States national securities exchange or approved for
quotation on a U.S. system of automated dissemination of quotations of
securities prices similar to the Nasdaq National Market prior to its
designation as a national securities exchange.


“Trading Day” means, with respect to Common Stock or any
other security, a day during which (a) trading in Common Stock or such
other security generally occurs, (b) there is no Market Disruption Event
and (c) a Closing Price for Common Stock or such other security (other
than a Closing Price referred to in the next to last sentence of such
definition) is available for such day; provided that
if Common Stock or such other security is not admitted for trading or quotation
on or by any exchange, bureau or other organization, Trading Day will mean any
Business Day.


“Trading Price” means, on any date of determination, the
average of the secondary market bid quotations obtained by the Trustee for $5.0
million principal amount of the Notes, at approximately 3:30 p.m., New
York City time, on such determination date from three independent U.S.
nationally recognized securities dealers selected by the Company; provided that if three such bids cannot reasonably be
obtained by the Trustee, but two such bids are obtained, then the average of
the two bids shall be used, and if only one such bid can reasonably be obtained
by the Trustee, that one bid shall be used. 
If the Trustee cannot reasonably obtain at least one bid for $5.0
million principal amount of the Notes from a U.S. nationally recognized
securities dealer, then the Trading Price per $1,000 principal amount of the
Notes will be deemed to be less than 98% of the product of 



 6
 









the Closing Price of
Common Stock on such date of determination and the then Applicable Conversion
Rate for the Notes.


“Trustee” means the party named as such in the first
paragraph of this Indenture or any successor trustee under this Indenture
pursuant to Article 7.


“Trust Indenture Act” means the Trust Indenture Act of 1939.


“Underwriters” means Morgan Stanley & Co.
Incorporated, Credit Suisse Securities (USA) LLC and Lehman Brothers Inc.


“Underwriting Agreement” means the Underwriting Agreement
dated as of May 17, 2007 among the Company and the Underwriters relating
to the purchase of the Notes by the Underwriters.


“Volume Weighted Average Price” per share of Common Stock on
any Trading Day means such price as displayed on Bloomberg (or any successor
service) page MU.N <equity> VAP in respect of the period from
9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day.  If such price is not available, the Volume
Weighted Average Price means the market value per share of Common Stock on such
day as determined by a nationally recognized independent investment banking
firm retained for this purpose by the Company.


“Voting Securities” means, with respect to any Person,
securities of any class or kind ordinarily having the power to vote for the
election of directors, managers or other voting members of the governing body
of such Person.


Section 1.02.          Other Definitions.


	
  Term

  	
   

  	
  Defined in Section

  
	
  “act”

  	
   

  	
  13.02(b)

  
	
  “Act”

  	
   

  	
  1.05

  
	
  “Bankruptcy
  Default”

  	
   

  	
  6.01(k)

  
	
  “beneficial
  owner”

  	
   

  	
  3.01(a)

  
	
  “Company Order”

  	
   

  	
  2.02

  
	
  “Conversion
  Agent”

  	
   

  	
  2.03

  
	
  “Conversion
  Date”

  	
   

  	
  10.02(a)

  
	
  “Conversion
  Obligation”

  	
   

  	
  10.01(a)

  
	
  “Conversion
  Rate”

  	
   

  	
  10.01(a)

  
	
  “Conversion
  Trigger Price”

  	
   

  	
  10.01(c)

  
	
  “Defaulted
  Interest”

  	
   

  	
  12.02

  
	
  “Disposition
  Event”

  	
   

  	
  10.12

  
	
  “Distributed
  Assets”

  	
   

  	
  10.08(a)

  
	
  “Effective Date”

  	
   

  	
  10.13(b)

  
	
  “Event of
  Default”

  	
   

  	
  6.01

  
	
  “Expiration
  Date”

  	
   

  	
  10.10

  
	
  “Extension Fee”

  	
   

  	
  6.15

  



 



 7
 









 


	
  Term

  	
   

  	
  Defined in Section

  
	
  “group”

  	
   

  	
  3.01(a)

  
	
  “Legal Holiday”

  	
   

  	
  13.07

  
	
  “Make-Whole
  Change in Control”

  	
   

  	
  10.13(a)

  
	
  “Make-Whole
  Shares”

  	
   

  	
  10.13(a)

  
	
  “Net Share
  Settlement”

  	
   

  	
  10.02(c)

  
	
  “Paying Agent”

  	
   

  	
  2.03

  
	
  “Primary
  Registrar”

  	
   

  	
  2.03

  
	
  “Purchased
  Shares”

  	
   

  	
  10.10

  
	
  “Redemption
  Price”

  	
   

  	
  11.01(b)

  
	
  “Reference
  Period”

  	
   

  	
  10.08(a)

  
	
  “Reference
  Property”

  	
   

  	
  10.12

  
	
  “Register”

  	
   

  	
  2.03

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Repurchase
  Date”

  	
   

  	
  3.01(a)

  
	
  “Repurchase
  Notice”

  	
   

  	
  3.01(c)

  
	
  “Repurchase
  Price”

  	
   

  	
  3.01(a)

  
	
  “Rights”

  	
   

  	
  10.23

  
	
  “Shareholders
  Rights Plan”

  	
   

  	
  10.23

  
	
  “Special Record
  Date”

  	
   

  	
  12.02(a)

  
	
  “Specified Cash
  Amount”

  	
   

  	
  10.02(b)

  
	
  “Spin-Off”

  	
   

  	
  10.08(b)

  
	
  “Stock Price”

  	
   

  	
  10.13(b)

  
	
  “Trading Price
  Condition”

  	
   

  	
  10.01(b)(ii)

  
	
  “Trigger Event”

  	
   

  	
  10.11

  
	
  “Underwriters”

  	
   

  	
  1.01

  



 


Section 1.03.          Incorporation by Reference
of Trust Indenture Act.  Whenever this Indenture refers to a
provision of the Trust Indenture Act, the provision is incorporated by
reference in and made a part of this Indenture. 
The following Trust Indenture Act terms used in this Indenture have the
following meanings:


“Commission” means the Securities and Exchange Commission.


“indenture securities” means the Notes.


“indenture security holder” means a Noteholder.


“indenture to be qualified” means this Indenture.


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


“obligor” on this Indenture securities means the Company.



 8
 









All other Trust
Indenture Act terms used in this Indenture that are defined by the Trust
Indenture Act, defined by Trust Indenture Act reference to another statute or
defined by Securities Exchange Commission rule have the meanings assigned to
them by such definitions.


Section 1.04.          Rules of Construction. 
Unless the context otherwise requires or except as otherwise expressly
provided,


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


(d)     all references to Sections or Articles or
Exhibits refer to Sections or Articles or Exhibits of or to this Indenture
unless otherwise indicated;


(e)      references to agreements or instruments,
or to statutes or regulations, are to such agreements or instruments, or
statutes or regulations, as amended from time to time (or to successor statutes
and regulations);


(f)      in the event that a transaction meets the
criteria of more than one category of permitted transactions or listed
exceptions the Company may classify such transaction as it, in its sole
discretion, determines;


(g)     “or” is not exclusive;


(h)     “including” means including, without
limitation; and


(i)       words in the singular include the plural,
and words in the plural include the singular.


Section 1.05.          Acts of Holders. 
Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments (which may take the form
of an electronic writing or messaging or otherwise be in accordance with the
Applicable Procedures or customary procedures of the Trustee) of substantially
similar tenor signed by such Holders in person or by agent duly appointed in
writing (which may be in electronic form); and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act”
of Holders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent (either of which may be 



 9
 









in electronic form) shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.


ARTICLE 2


THE NOTES


Section 2.01.          Form, Dating and
Denominations; Legends.


(a)     The Notes and the Trustee’s certificate of
authentication will be substantially in the form attached as
Exhibit A.  The terms and provisions
contained in the form of the Note annexed as Exhibit A constitute and are
hereby expressly made a part of this Indenture. 
The Notes may have notations, legends or endorsements required by law,
rules of or agreements with national securities exchanges to which the Company
is subject, or usage.  Each Note will be
dated the date of its authentication. 
The Notes will be issuable only in denominations of $1,000 in principal
amount and any integral multiple thereof.


(b)     Global Notes in General.  Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it shall
represent the aggregate amount of outstanding Notes from time to time endorsed
thereon and that the aggregate amount of outstanding Notes represented thereby
may from time to time be reduced or increased, as appropriate, to reflect
exchanges, purchases, conversions or issuances of such Notes.  Any adjustment of the aggregate principal
amount of a Global Note to reflect the amount of any increase or decrease in
the amount of outstanding Notes represented thereby shall be made by the
Trustee in accordance with instructions given by the Holder thereof as required
by Section 2.06 and shall be made on the records of the Trustee and the
Depositary.


Agent Members
shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depositary or under the Global Note, 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 Note 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 Note.


(c)     Book-Entry Provisions.  The Company shall execute and the Trustee
shall, in accordance with this Section 2.01(c), authenticate and deliver
initially one or more Global Notes 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 a legend substantially to the effect set forth in Exhibit B.


Section 2.02.          Execution And
Authentication.  An Officer shall sign the Notes for the
Company by manual or facsimile signature. 
Typographic errors or defects in any such facsimile



 10















signature shall not
affect the validity or enforceability of any Note which has been authenticated
and delivered by the Trustee.


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


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


The Trustee shall
authenticate and make available for delivery Notes for original issue in the
aggregate principal amount of $1,135,000,000 (or up to $1,300,000,000 to the
extent the Underwriters exercise their over-allotment option under the Underwriting
Agreement in full) upon receipt of a written order or orders of the Company
signed by an Officer of the Company (a “Company Order”).  The Company Order shall specify the amount of
Notes to be authenticated, shall provide that all such Notes will be
represented by a Global Note and the date on which each original issue of Notes
is to be authenticated.  The initial
aggregate principal amount of Notes outstanding at any time may not exceed
$1,135,000,000 (or $1,300,000,000 to the extent the Underwriters exercise their
over-allotment option under the Underwriting Agreement in full) except as
provided in Section 2.07.


The Trustee shall
act as the initial authenticating agent. 
Thereafter, the Trustee may appoint an authenticating agent acceptable
to the Company to authenticate Notes.  An
authenticating agent may authenticate Notes 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 Notes shall be
issuable only in registered form without coupons and only in denominations of
$1,000 principal amount and any integral multiple thereof.


Section 2.03.          Registrar, Paying Agent
and Conversion Agent.  The Company shall maintain one or more
offices or agencies where Notes may be presented for registration of transfer
or for exchange (each, a “Registrar”),
one or more offices or agencies where Notes may be presented for payment (each,
a “Paying Agent”), one or more offices or
agencies where Notes 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 Notes 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 Notes and this Indenture may be served in the United States.  One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and
of their transfer and exchange (the “Register”).


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 



 11
 









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 Paying Agent (except for the purposes of Article 8).


The Company hereby
initially designates the Trustee as Paying Agent, Registrar, and Conversion
Agent, and each of the Corporate Trust Office of the Trustee and the office or
agency of the Trustee in the United States (located at Sixth and Marquette, MAC
N9303-120, Minneapolis, Minnesota 55479, Tel. (612) 667-2344, Attention:
Corporate Trust Services, one such office or agency of the Company for each of
the aforesaid purposes.


Section 2.04.          Paying Agent to Hold Money
in Trust.  Prior to 12:00 p.m., New York City time, on
each date on which the principal amount of or interest, if any, on any Notes is
due and payable, the Company shall deposit with a Paying Agent a sum sufficient
to pay such principal amount or interest, if any, so becoming due.  A Paying Agent shall hold in trust for the
benefit of Noteholders or the Trustee all money held by the Paying Agent for
the payment of principal amount of or interest, if any, on the Notes, and shall
notify the Trustee of any default by the Company (or any other obligor on the
Notes) in making any such payment.  If
the Company or an Affiliate of the Company acts as Paying Agent, it shall,
before 12:00 p.m., New York City time, on each date on which a payment of
the principal amount of or interest on any Notes is due and payable, 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.


Section 2.05.          Noteholder 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
Noteholders.  If the Trustee is not the
Primary Registrar, the Company shall furnish to the Trustee on or before ten
Business Days prior to the 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 Noteholders.


Section 2.06.          Transfer and Exchange. 
Subject to compliance with any applicable additional requirements contained in
Section 2.13, when a Note is presented to a Registrar with a request to
register a transfer thereof or to exchange such Note for an equal principal
amount of Notes of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements for such
transactions are met; provided that
every Note presented or surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by an assignment form in the form
included in Exhibit A, 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 Note for registration of transfer or exchange
at an office or agency maintained pursuant to Section 2.03, the Company
shall execute and the Trustee shall authenticate Notes of a like aggregate
principal amount at the Registrar’s request. 
Any exchange or transfer shall be without service charge, except that
the Company or the Registrar may require payment of a sum 



 12
 









sufficient to cover any
tax, assessment or other governmental charge that may be imposed in relation
thereto; provided that this sentence shall not
apply to any exchange pursuant to Section 2.10, Section 3.04,
Section 9.03(b) or Section 10.02(h) not involving any transfer.


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


Any Registrar
appointed pursuant to Section 2.03 shall provide to the Trustee such
information as the Trustee may reasonably require in connection with the
delivery by such Registrar of Notes upon transfer or exchange of Notes.


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 Note
(including any transfers between or among Agent Members or other beneficial
owners of interests in any Global Note) 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 2.07.          Replacement Notes. 
If any mutilated Note 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 Note, 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 Note 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 Note or in lieu of any such destroyed,
lost or stolen Note, a new Note of like tenor and principal amount, bearing a
number not contemporaneously outstanding.


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


Upon the issuance
of any new Notes under this Section 2.07, the Company 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 Note issued
pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or
stolen Note shall constitute an original additional contractual obligation of
the Company, whether or not the mutilated, destroyed, lost or stolen Note 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 Notes duly
issued hereunder.



 13
 









The provisions of
this Section 2.07 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 Notes.


Section 2.08.          Outstanding Notes. 
Notes outstanding at any time are all Notes authenticated by the Trustee,
except for those canceled by it, those converted pursuant to Article 10,
those delivered to it for cancellation or surrendered for transfer or exchange
and those described in this Section 2.08 as not outstanding.


If a Note is
replaced pursuant to Section 2.07, it ceases to be outstanding unless the
Company receives proof satisfactory to it that the replaced Note is held by a
protected purchaser.


If a Paying Agent
holds at 12:00 p.m., New York City time, on the Maturity Date Cash
sufficient to pay the principal amount of the Notes payable on that date, then
on and after the Maturity Date, such Notes shall cease to be outstanding and
the principal amount thereof shall cease to bear interest.


Subject to the
restrictions contained in Section 2.09, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.


Section 2.09.          Treasury Notes. 
In determining whether the Holders of the required principal amount of Notes
have concurred in any notice, direction, waiver or consent, Notes owned by the
Company or any other obligor on the Notes 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 Notes which a Responsible Officer of
the Trustee actually knows are so owned shall be so disregarded.  Notes 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
Notes and that the pledgee is not the Company or any other obligor on the Notes
or any Affiliate of the Company or of such other obligor.


Section 2.10.          Temporary Notes. 
Until definitive Notes are ready for delivery, the Company may prepare and
execute, and, upon receipt of a Company Order, the Trustee shall authenticate
and deliver, temporary Notes.  Temporary
Notes shall be substantially in the form of definitive Notes but may have
variations that the Company with the consent of the Trustee considers
appropriate for temporary Notes.  Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate and deliver definitive Notes in exchange for temporary Notes.


Section 2.11.          Cancellation. 
The Company at any time may deliver Notes to the Trustee for cancellation.  The Registrar, the Paying Agent and the
Conversion Agent shall forward to the Trustee or its agent any Notes
surrendered to them for transfer, exchange, payment or conversion.  The Trustee and no one else shall cancel, in
accordance with its standard procedures, all Notes surrendered for transfer,
exchange, payment, conversion or cancellation and upon written request of the Company
shall deliver evidence of the canceled Notes to the Company.



 14
 









Section 2.12.          CUSIP Numbers. 
The Company in issuing the Notes may use one or more “CUSIP” numbers (if then
generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices
of 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 Notes or as contained in any notice of
a purchase and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such purchase shall not be affected by
any defect in or omission of such numbers. 
The Company will promptly notify the Trustee of any change in the “CUSIP”
numbers.


Section 2.13.          Book-Entry Provisions for
Global Notes.  (a) Transfers of Global Notes shall be limited
to transfers in whole, but not in part, to the Depositary, its successors or
their respective nominees.  In addition,
Certificated Notes shall be transferred to all beneficial owners, as identified
by the Depositary, in exchange for their beneficial interests in Global Notes
only if (i) the Depositary notifies the Company that the Depositary is
unwilling or unable to continue as depositary for any Global Note (or the
Depositary ceases to be a “clearing agency” registered under Section 17A
of the Exchange Act) and a successor Depositary is not appointed by the Company
within 90 days of such notice or cessation or (ii) an Event of Default has
occurred and is continuing and the Registrar has received a written request
from the Depositary to issue Certificated Notes.


(b)     In connection with the transfer of a Global
Note in its entirety to beneficial owners pursuant to Section 2.13(a),
such Global Note shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall upon written
instructions from the Company authenticate and deliver, to each beneficial
owner identified by the Depositary in exchange for its beneficial interest in
such Global Note, an equal aggregate principal amount of Certificated Notes of
authorized denominations.


(c)      The Holder of any Global Note may grant
proxies and otherwise authorize any Person to take any action that a Holder is
entitled to take under this Indenture or the Notes.


ARTICLE 3


REPURCHASES


Section 3.01.          Repurchase at the Option
of the Holders Upon Change in Control or Termination of Trading. 
(a) Upon the occurrence of a Change in Control or a Termination of Trading,
each Holder shall have the right, at such Holder’s option, subject to the terms
and conditions of Article 3 of this Indenture, to require the Company to
repurchase for Cash all or any portion of such Holder’s Notes in integral
multiples of $1,000 principal amount at a price (the “Repurchase
Price”) equal to 100% of the principal amount of the Notes to be
repurchased, plus accrued and unpaid interest to, but excluding, the Repurchase
Date; provided that if the Repurchase Date is
after a Regular Record Date and on or prior to the Interest Payment Date to
which it relates, the interest accrued to the Interest Payment Date will be
paid to Holders of the Notes as of the preceding Regular Record Date, and the
Repurchase Price shall be equal to the principal amount of Notes subject to
repurchase.  Upon a valid exercise of
such an option, the Company will be required to repurchase the Notes on a date
selected by the Company (the “Repurchase Date”),
which shall be 



 15
 









no earlier than 20 days
or later than 35 days after the date on which the Company mails the notice
contemplated by Section 3.01(b)(i), subject to satisfaction by or on
behalf of the Holder of the requirements set forth in Section 3.01(c).


A “Change in Control” shall be deemed to have occurred at such
time as any of the following events shall occur:


(i)            any person or group, other than the
Company, its Subsidiaries or any employee benefit plan of the Company or its
Subsidiaries, files a Schedule 13D or Schedule TO (or any successor
schedule, form or report) pursuant to the Exchange Act disclosing that such
person has become the beneficial owner of shares with a majority of the total
voting power of all of the Company’s outstanding Voting Securities, unless such
beneficial ownership (a) arises solely as a result of a revocable proxy
delivered in response to a proxy or consent solicitation made pursuant to the
applicable rules and regulations under the Exchange Act, and (b) is not
also then reportable on Schedule 13D (or any successor schedule) under the
Exchange Act;


(ii)           the Company consolidates with or
merges with or into another person (other than a Subsidiary of the Company) and
the outstanding Voting Securities of the Company are reclassified into,
converted for or converted into the right to receive any other property or
security, or the Company sells, conveys, transfers or leases all or
substantially all of its properties and assets to any Person (other than a
Subsidiary of the Company); provided that none of these circumstances will be a
Change in Control if persons that beneficially own the Voting Securities of the
Company immediately prior to the transaction own, directly or indirectly, a
majority of the Voting Securities of the surviving or transferee person
immediately after the transaction in substantially the same proportion as their
ownership of the Company’s Voting Securities immediately prior to the
transaction; or


(iii)          the holders of Common Stock approve
any plan or proposal for the liquidation or dissolution of the Company.


For purposes of
defining a Change in Control:


(A)          the term “person” and the term “group” have the meanings given by
Section 13(d) and 14(d) of the Exchange Act or any successor provisions;


(B)           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;
and


(C)           the term “beneficial owner” is determined in
accordance with Rules 13d-3 and 13d-5 under the Exchange Act
or any successor provisions, except that a person will be deemed to have
beneficial ownership of all shares that person has the right to acquire
irrespective of whether that right is exercisable immediately or only after the
passage of time.



 16
 









Notwithstanding
the foregoing, it will not constitute a Change in Control if at least 90% of
the consideration for Common Stock (excluding cash payments for fractional
shares and cash payments made in respect of dissenter’s appraisal rights) in
the transaction or transactions constituting the Change in Control consists of
common stock traded on a United States national securities exchange, or which
will be so traded when issued or exchanged in connection with the Change in
Control, and as a result of such transaction or transactions the Notes become
convertible solely into the consideration that holders of Common Stock receive
in such transaction, other than any Cash in lieu of fractional shares, subject
to the provisions set forth in Section 10.02.


(b)           On or before the 15th day after the
occurrence of a Change in Control or Termination of Trading, the Company will mail
a written notice of Change in Control or Termination of Trading by first-class
mail to the Trustee and to each Holder at their addresses shown in the register
of the Registrar (and to beneficial owners as required by applicable law).  The notice shall include a form of Repurchase
Notice to be completed by the Noteholder and shall state:


(i)           the events causing a Change in
Control or Termination of Trading, as applicable;


(ii)          the date of such Change in Control or
Termination of Trading, as applicable;


(iii)         the last date on which the repurchase
right may be exercised;


(iv)        the Repurchase Price;


(v)         the Repurchase Date;


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


(vii)       the then current Applicable Conversion
Rate and any adjustments thereto;


(viii)      that Notes with respect to which a
Repurchase Notice is given by the Holder may be converted pursuant to
Article 10 hereof only if the Repurchase Notice has been withdrawn in
accordance with the terms of this Indenture; and


(ix)         the procedures a Holder must follow to
exercise rights under this Section 3.01.


(c)           A Holder may exercise its rights
specified in Section 3.01 by delivery of a written notice (a “Repurchase Notice”) to the Paying Agent at any time prior to
the Close of Business on the Business Day immediately preceding the Repurchase
Date.  The Repurchase Notice shall state:



 17
 









(i)       if Certificated Notes have been issued,
the certificate number of the Notes (or if the Holder’s Notes are Global Notes,
such Holder’s notice must comply with the Applicable Procedures);


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


(iii)     that such Notes shall be repurchased by the
Company pursuant to the terms and conditions specified in this Article 3.


The delivery of
such Note to the Paying Agent prior to, on or after the Repurchase Date
(together with all necessary endorsements and compliance by the Holder with the
Applicable Procedures) at the offices of the Paying Agent shall be a condition
to the receipt by the Holder of the Repurchase Price therefor; provided, however, that
such Repurchase Price shall be so paid pursuant to this Section 3.01 only
if the Note so delivered to the Paying Agent shall conform in all respects to
the description thereof set forth in the related Repurchase Notice.


The Company shall
repurchase from the Holder thereof, pursuant to this Section 3.01, a
portion of a Note if the principal amount of such portion is $1,000 or an
integral multiple of $1,000.  Provisions
of this Indenture that apply to the repurchase of all of a Note also apply to
the repurchase of such portion of such Note.


Any repurchase by
the Company contemplated pursuant to the provisions of this Section 3.01
shall be consummated by the delivery of the consideration to be received by the
Holder (together with accrued and unpaid interest to but not including the
Repurchase Date) on or prior to the later of the Repurchase Date and the time
of delivery of the Note to the Paying Agent in accordance with this
Section 3.01.


Notwithstanding
anything herein to the contrary, any Holder delivering to the Paying Agent the
Repurchase Notice contemplated by this Section 3.01(c) shall have the
right to withdraw such Repurchase Notice at any time prior to the Close of
Business on the Business Day immediately preceding the Repurchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 3.02.


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


No Notes may be
repurchased by the Company at the option of Holders upon a Change in Control or
a Termination of Trading if the principal amount of the Notes has been
accelerated (other than as a result of a default in the payment of the
Repurchase Price with respect to the Notes), and such acceleration has not been
rescinded, on or prior to the date on which such repurchase is to be
consummated.  The Paying Agent will
promptly return to the respective Holders thereof any Notes (x) with
respect to which a Repurchase Notice has been withdrawn in compliance with this
Indenture, or (y) held by it during the continuance of acceleration
described in the immediately 



 18
 









preceding sentence in
which case, upon such return, the Repurchase Notice with respect thereto shall
be deemed to have been withdrawn.


Section 3.02.          Effect of Repurchase
Notice.  (a) Upon receipt by the Paying Agent of the Repurchase
Notice specified in Section 3.01(c), the Holder of the Note in respect of
which such Repurchase Notice was given shall (unless such Repurchase Notice is
withdrawn as specified in this Section 3.02) thereafter be entitled to
receive solely the Repurchase Price and any accrued and unpaid interest to but
not including the Repurchase Date, with respect to such Note.  Such Repurchase Price shall be paid to such
Holder, subject to receipt of funds by the Paying Agent, on or prior to the
later of (x) the Repurchase Date, with respect to such Note (provided the
conditions in Section 3.01(c) have been satisfied) and (y) the time
of delivery of such Note to the Paying Agent by the Holder thereof in the
manner required by Section 3.01(c). 
Notes in respect of which a Repurchase Notice has been given by the
Holder thereof may not be converted pursuant to Article 10 hereof on or
after the date of the delivery of such Repurchase Notice unless such Repurchase
Notice has first been validly withdrawn as specified in this Section 3.02.


(b)           A Repurchase Notice may be withdrawn
by means of a written notice of withdrawal delivered to the office of the
Paying Agent at any time prior to the Close of Business on the Business Day
immediately preceding the Repurchase Date. 
Such notice of withdrawal shall state:


(i)       the principal amount being withdrawn;


(ii)      if Certificated Notes are to be withdrawn,
the certificate numbers of the Notes being withdrawn (or, if Global Notes or a
portion thereof are to be withdrawn, such Holder’s notice must comply with the
Applicable Procedures);


(iii)     the principal amount, if any, of the Notes
that remain subject to a Repurchase Notice.


Section 3.03.          Deposit of Repurchase
Price.  Prior to 12:00 p.m. (New York City time) on or
prior to the Repurchase Date, the Company shall deposit with the Trustee or with
the Paying Agent (or, if the Company or a Subsidiary of the Company or an
Affiliate of either of them is acting as the Paying Agent, shall segregate and
hold in trust as provided in Section 2.04) an amount of money (in
immediately available funds if deposited on such Trading Day) sufficient to pay
the aggregate Repurchase Price of all the Notes or portions thereof which are
to be repurchased as of the Repurchase Date.


If the Paying
Agent holds money sufficient to pay the Repurchase Price with respect to the
Notes to be repurchased on the Repurchase Date in accordance with the terms of
this Indenture, then, immediately on and after the Repurchase Date, interest on
such Notes shall cease to accrue, whether or not the Notes are delivered to the
Paying Agent, and all other rights of the Holders of such Notes shall
terminate, other than the right to receive the Repurchase Price upon delivery
of such Notes.



 19
 









Section 3.04.          Notes Repurchased in Part. 
Any Note which is to be repurchased only in part shall be surrendered at the
office of the Paying Agent (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Note, without
service charge, a new Note or Note, of any authorized denomination as requested
by such Holder in aggregate principal amount equal to, and in exchange for, the
portion of the principal amount of the Note so surrendered that is not
repurchased.


Section 3.05.          Covenant to Comply with
Securities Laws upon Repurchase of Notes.  In connection with
any repurchase upon the occurrence of a Change in Control, to the extent
required by applicable law, the Company shall:


(a)      comply with the provisions of
Rule 13e-4, Rule 14e-1 and any other tender offer rules
under the Exchange Act that may then be applicable; and


(b)     otherwise comply with all federal and state
securities laws as necessary to effect a repurchase of Notes by the Company at
the option of Holder.


ARTICLE 4


COVENANTS


Section 4.01.          Payment of Notes. 
(a) The Company agrees to pay the principal of and interest on the Notes on the
dates and in the manner provided in the Notes and this Indenture.  Not later than 12:00 p.m. New York City time,
on the due date of any principal of or interest on any Notes, or any Repurchase
Date or Redemption Date, as the case may be, the Company will deposit with the
Trustee (or Paying Agent) money in immediately available funds sufficient to
pay the amounts then due; provided that
if the Company or any Affiliate of the Company is acting as Paying Agent, it
will, on or before each due date, segregate and hold in a separate trust fund
for the benefit of the Holders a sum of money sufficient to pay such amounts
until paid to such Holders or otherwise disposed of as provided in this
Indenture.  In each case the Company will
promptly notify the Trustee of its compliance with this paragraph.


(b)     An installment of principal or interest
will be considered paid on the date due if the Trustee (or Paying Agent, other
than the Company or any Affiliate of the Company) holds on that date money
designated for and sufficient to pay the installment.  If the Company or any Affiliate of the
Company acts as Paying Agent, an installment of principal or interest will be
considered paid on the due date only if paid to the Holders.


(c)      The Company agrees to pay interest on
overdue principal, and, to the extent lawful, overdue installments of interest
at the rate per annum specified in the Notes.


(d)     Payments in respect of the Notes
represented by the Global Notes are to be made by wire transfer of same-day
funds to the Depositary for the purpose of permitting such party to



 20















credit the payments
received by it in respect of such Global Note to the accounts of the beneficial
owners thereof.  With respect to
Certificated Notes, the Company will make all payments in same-day funds by
transfer to an account maintained by the payee located inside the United
States, if the Trustee shall have received proper wire transfer instructions
from such payee not later than the related Regular Record Date or, if no such
instructions have been received by check drawn on a bank in the United States
mailed to the payee at its address set forth on the Registrar’s books.


Section 4.02.          Maintenance of Office or
Agency.  The Company will maintain in the United States, an
office or agency where Notes may be surrendered for registration of transfer or
exchange or for presentation for payment and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served.  The Company hereby initially designates the
Corporate Trust Office of the Trustee as such office of the Company.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  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 to the Trustee.


The Company may
also from time to time designate one or more other offices or agencies where
the Notes may be surrendered or presented for any of such purposes and may from
time to time rescind such designations. 
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.


Section 4.03.          Existence. 
The Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its existence and the existence, rights and
franchises of the Company; provided that
the Company is not required to preserve any such right or franchise if the
preservation thereof is no longer desirable in the conduct of the business of
the Company; provided  further
that this Section does not prohibit any transaction otherwise permitted by
Section 5.01.


Section 4.04.          Annual Reports. 
The Company shall deliver to the Trustee, within fifteen days after the Company
is required to file the same with the Commission, copies of the Company’s
annual reports and of the information, documents and other reports (or copies
of such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) that the Company is required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; provided
that any such information, documents or reports filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR)
system shall be deemed to be filed with the Trustee.


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


Section 4.05.          Reports to Trustee. 
The Company will deliver to the Trustee:



 21
 









(a)           within 120 days after the end of each
fiscal year a certificate from the principal executive, financial or accounting
officer of the Company stating that the officer has conducted or supervised a
review of the activities of the Company and its performance under this
Indenture and that, based upon such review, no Default exists hereunder or, if
there has been a Default, specifying the Default and its nature and status.


(b)           promptly and in any event within 30
days after the Company becomes aware or should reasonably become aware of the
occurrence of a Default, an Officers’ Certificate setting forth the details of
the Default, and the action which the Company proposes to take with respect
thereto.


Section 4.06.          Stay, Extension and Usury
Laws.  The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture, and the
Company (in each case, to the extent that it may lawfully do so) hereby
covenants that it will not, by resort to any such law to the extent it would
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.


ARTICLE 5


CONSOLIDATION,
MERGER, SALE OR LEASE OF ASSETS


Section 5.01.          Consolidation, Merger,
Sale or Lease of Assets by the Company.  (a) The Company may
consolidate with or merge into any Person or convey, transfer or lease its
properties and assets substantially as an entirety to another Person (other than a Subsidiary
of the Company) only if:


(i)            the resulting, surviving or
transferee Person (if other than the Company) is a corporation organized and
existing under the laws of the United States of America, any State thereof or
the District of Columbia;


(ii)           such corporation (if other than the
Company) assumes all of the obligations of the Company under the Notes and this
Indenture;


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


(iv)          the Company delivers to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and the supplemental
indenture (if any) comply with this Indenture.


(b)   Upon the consummation of any transaction
effected in accordance with these provisions, if the Company is not the
resulting, surviving or transferee Person, the resulting, surviving or
transferee Person shall succeed to, and be substituted for, and may exercise
every right 



 22
 









and power of, the Company
under this Indenture and the Notes with the same effect as if such successor
Person had been named as the Company in this Indenture.  Upon such substitution, except in the case of
a lease, unless the successor is one or more of the Company’s Subsidiaries, the
Company will be released from its obligations under the Notes and this
Indenture.


ARTICLE 6


DEFAULT
AND REMEDIES


Section 6.01.          Events of Default. 
An “Event of Default” occurs with respect
to the Notes if:


(a)      the Company defaults in payment of the
principal or any Repurchase Price or Redemption Price with respect to any Note,
when such becomes due and payable;


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


(c)      the Company fails to issue any notice of a
Termination of Trading, a Change in Control as required under
Section 3.01(b) of this Indenture or a Make-Whole Change in Control that
does not constitute a Change in Control as required under Section 10.13(a)
of this Indenture, and such default continues for a period of three Business
Days;


(d)     the Company fails to issue any notice of a
distribution as required under Section 10.01(e) of this Indenture, and
such default continues for a period of three Business Days;


(e)      the Company fails to comply with its
obligation to convert the Notes into Common Stock, Cash or a combination of Cash
and Common Stock, as applicable, upon exercise of a Holder’s right to convert
its Notes pursuant to Article 10;


(f)      the Company fails to comply with any of
its other covenants or agreements in the Notes or this Indenture and fails to
cure (or obtain a waiver of) such default, within 60 days after the Company
receives a notice of such default by the Trustee or by Holders of not less than
25% in aggregate principal amount of the Notes then outstanding;


(g)     (1) the Company fails to make any
payment at maturity (after giving effect to any applicable grace period) of any
Debt of the Company in a principal amount in excess of $100,000,000 and
continuance of such failure, or (2) the acceleration of Debt of the
Company in an amount in excess of $100,000,000 because of a default with
respect to such Debt without such Debt having been discharged or such
acceleration having been cured, waived, rescinded or annulled within a period
of 30 days after written notice to the Company by the Trustee or to the Company
and the Trustee by the Holders of not less than 25% in aggregate principal
amount of the Notes then outstanding; provided that
if any such failure or acceleration referred to in (1) or (2) above shall cease
or be cured, waived, rescinded or annulled, then the resulting Event of Default
shall be deemed not to have occurred;



 23
 









(h)     the Company, pursuant to or under 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 or the commencement of any case against it;
(iii) consents to the appointment of any receiver, trustee, assignee,
liquidator, custodian or similar official of it or for any substantial part of
its property; (iv) makes a general assignment for the benefit of its
creditors; (v) files a petition in bankruptcy or answer or consent seeking
reorganization or relief; or (vi) consents to the filing of such petition
or the appointment of or taking possession by any receiver, trustee, assignee,
liquidator, custodian or similar official; or


(i)       a court of competent jurisdiction enters
an order or decree under any Bankruptcy Law that (i) is for relief against
the Company in an involuntary case or proceeding, or adjudicates the Company
insolvent or bankrupt; (ii) appoints any receiver, trustee, assignee,
liquidator, custodian or similar official of the Company or for any substantial
part of its property; or (iii) orders the winding up or liquidation of the
Company, and the order or decree remains unstayed and in effect for 30 days (an
event of default specified in clause (h) or (i) a “Bankruptcy
Default”).


Section 6.02.          Acceleration. 
If an Event of Default, other than a Bankruptcy Default, occurs and is
continuing under this Indenture, the Trustee or the Holders of at least 25% in
aggregate of the outstanding principal amount of the Notes, by written notice
to the Company (and to the Trustee if the notice is given by the Holders), may,
and the Trustee at the request of such Holders may, declare the principal of
and accrued and unpaid interest on the Notes to be immediately due and
payable.  Upon a declaration of
acceleration, such principal and interest will become immediately due and
payable.  If a Bankruptcy Default occurs,
the principal of and accrued interest on the Notes then outstanding will become
immediately due and payable automatically without any declaration or other act
on the part of the Trustee or any Holder.


Section 6.03.          Other Remedies. 
If an Event of Default occurs and is continuing, the Trustee may pursue, in its
own name or as trustee of an express trust, any available remedy by proceeding
at law or in equity to collect the payment of principal of and interest on the
Notes or to enforce the performance of any provision of the Notes or this
Indenture.  The Trustee may maintain a
proceeding even if it does not possess any of the Notes or does not produce any
of them in the proceeding.


Section 6.04.          Waiver of Past Defaults. 
Except as otherwise provided in Section 6.07 and Section 9.02(b),
Holders of a majority in principal amount of the outstanding Notes by written
notice to the Company and to the Trustee may waive any existing or future
Default or Event of Default and its consequences and rescind and annul a
declaration of acceleration with respect to such Default or Event of Default
and its consequences (other than an uncured default (a) in the payment of
the principal amount with respect to any Note, accrued and unpaid interest with
respect to any Note or the Repurchase Price or Redemption Price with respect to
any Note, (b) in the payment or delivery of the consideration due upon
conversion of the Notes or (c) in respect of any provision that under this
Indenture cannot be modified or amended without the consent of the Holder of
each outstanding Note affected) if:



 24
 









(i)    all existing Events of Default, other than
the nonpayment of the principal of and interest on the Notes that have become
due solely by the declaration of acceleration, have been cured or waived, and


(ii)   the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction.


Upon such waiver,
the Default will cease to exist, and any Event of Default arising therefrom
will be deemed to have been cured, but no such waiver will extend to any
subsequent or other Default or impair any right consequent thereon.


Section 6.05.          Control by Majority. 
The Holders of a majority in aggregate principal amount of the outstanding
Notes 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 the Trustee.  However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture, that
may involve the Trustee in personal liability, or that the Trustee determines
in good faith may be unduly prejudicial to the rights of Holders of Notes not
joining in the giving of such direction, and may take any other action it deems
proper that is not inconsistent with any such direction received from Holders
of Notes.


Section 6.06.          Limitation on Suits. 
A Holder may not institute any proceeding, judicial or otherwise, with respect
to this Indenture or the Notes, or for the appointment of a receiver or
trustee, or for any other remedy under this Indenture or the Notes, unless:


(i)       the Holder has previously given to the
Trustee written notice of a continuing Event of Default;


(ii)      Holders of at least 25% in aggregate
principal amount of outstanding Notes have made written request to the Trustee
to institute proceedings in respect of the Event of Default in its own name as
Trustee under this Indenture;


(iii)     Holders have offered to the Trustee
indemnity satisfactory to the Trustee against any costs, liabilities or
expenses to be incurred in compliance with such request;


(iv)     the Trustee for 60 days after its receipt
of such notice, request and offer of indemnity has failed to institute any such
proceeding; and


(v)      during such 60-day period, the
Holders of a majority in aggregate principal amount of the outstanding Notes
have not given the Trustee a direction that is inconsistent with such written
request.


Section 6.07.          Rights of Holders to
Receive Payment.  Notwithstanding anything to the contrary, the
right of a Holder of a Note to receive (w) payment of principal of or
interest on its Note on the Maturity Date or the relevant Interest Payment
Date, as the case may be, (x) payment of the Repurchase Price on the
Repurchase Date, (y) payment of the Redemption Price on the Redemption 



 25
 









Date and (z) payment
or delivery, as the case may be, of Cash, Common Stock or a combination thereof
upon conversion of such Note on the date specified in the third paragraph of
Section 10.02(a), or to bring suit for the enforcement of any such payment
or delivery, as the case may be, on or after such respective dates, may not be
impaired or affected without the consent of that Holder.


Section 6.08.          Collection Suit by Trustee. 
If an Event of Default in payment of principal or interest specified in
clause (a) or (b) of Section 6.01 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
for the whole amount of principal and accrued interest remaining unpaid,
together with interest on overdue principal and, to the extent lawful, overdue
installments of interest, in each case at the rate specified in the Notes, and
such further amount as is sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee hereunder.


Section 6.09.          Trustee May File Proofs of
Claim.  The Trustee may file 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 compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee hereunder) and the Holders allowed in any judicial proceedings
relating to the Company or its creditors or property, and is entitled and
empowered to collect, receive and distribute any money, securities or other
property payable or deliverable upon conversion or exchange of the Notes or
upon any such claims.  Any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, if the Trustee consents 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 agent and counsel, and any other amounts due the Trustee
hereunder.  Nothing in this Indenture
will be deemed to empower the Trustee to authorize or consent to, or accept or
adopt on behalf of any Holder, any plan of reorganization, arrangement,
adjustment or composition affecting the Notes 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 6.10.          Priorities. 
If the Trustee collects any money or property pursuant to this Article, it
shall pay out the money or property in the following order:


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


Second: to Holders
for amounts then due and unpaid for principal of and interest on the Notes,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for principal and interest;


Third: to Holders
for other amounts then due and unpaid in respect of the Notes, ratably, without
preference or priority of any kind, according to the amounts due and payable in
respect of the Notes; and



 26
 









Fourth: to the
Company or as a court of competent jurisdiction may direct.


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


Section 6.11.          Restoration of Rights and
Remedies.  If the Trustee or any Holder has instituted a
proceeding to enforce any right or remedy under this Indenture and the
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to the Holder, then, subject to any
determination in the proceeding, the Company, the Trustee and the Holders will
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Company, the Trustee and the Holders
will continue as though no such proceeding had been instituted.


Section 6.12.          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 may require any party litigant in such suit (other than the
Trustee) to file an undertaking to pay the costs of the suit, and the court may
assess reasonable costs, including reasonable attorneys fees, against any party
litigant (other than the Trustee) in the suit having due regard to the merits
and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by a
Holder to enforce payment of (a) principal of or interest on any Note on
the respective due dates, (b) the Change of Control Purchase Price on the
Change of Control Repurchase Date, (c) the Redemption Price on the
Redemption Date, (d) the Cash, Common Stock, or a combination thereof due
upon conversion of a Note or (e) a suit by Holders of more than 10% in
principal amount of the outstanding Notes.


Section 6.13.          Rights and Remedies
Cumulative.  No right or remedy conferred or reserved to the
Trustee or to the Holders under this Indenture is intended to be exclusive of
any other right or remedy, and all such rights and remedies are, to the extent
permitted by law, cumulative and in addition to every other right and remedy
hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or exercise of any right or
remedy hereunder, or otherwise, will not prevent the concurrent assertion or
exercise of any other right or remedy.


Section 6.14.          Delay or Omission Not
Waiver.  No delay or omission of the Trustee or of any Holder
to exercise any right or remedy accruing upon any Event of Default will impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein.  Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.


Section 6.15.          Failure to File. Notwithstanding
anything in this Article 6, the Company may, at its option, elect that the sole
remedy for an Event of Default relating to its failure to comply with its
obligations described under Section 4.04 or its failure to comply with the
requirements of Section 314(a)(1) of the Trust Indenture Act will for the
first 180 days after the occurrence of such 



 27
 









an Event of Default
consist exclusively of the right to receive an extension fee on the notes in an
amount equal to 0.5% of the principal amount of the Notes (the “Extension Fee”).  The
Company shall pay the Extension Fee on all outstanding Notes on the date on
which such Event of Default first occurs. 
On the 181st day after such Event of Default (if the Event of Default
relating to the reporting obligations is not cured or waived prior to such
181st day), the Notes shall be subject to acceleration as provided in
Section 6.02.  This
Section 6.15 shall not affect the rights of Holders of Notes if any other
Event of Default occurs under the Indenture. 
If the Company does not pay the Extension Fee on a timely basis in
accordance with this Section 6.15, the Notes shall be subject to
acceleration as provided in Section 6.02.


ARTICLE 7


THE
TRUSTEE


Section 7.01.          General. 
(a) The duties and responsibilities of the Trustee are as provided by the Trust
Indenture Act and as set forth herein. 
Whether or not expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee is subject to this Article.


(b)     Except during the continuance of an Event
of Default, the Trustee need perform only those duties that are specifically
set forth in this Indenture and no others, and no implied covenants or
obligations will be read into this Indenture against the Trustee.  In case an Event of Default has occurred and
is continuing, the Trustee shall exercise those rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs.


(c)      No provision of this Indenture shall be
construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct.


Section 7.02.          Certain Rights of Trustee. 
Subject to Trust Indenture Act Sections 315(a) through (d):


(a)      In the absence of bad faith on its part,
the Trustee may rely, and will be protected in acting or refraining from
acting, upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or 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, but, in the case of any document which is
specifically required to be furnished to the Trustee pursuant to any provision
hereof, the Trustee shall examine the document to determine whether it conforms
to the form requirements of this Indenture (but need not confirm or investigate
the accuracy of mathematical calculations or other facts stated therein).  The Trustee, in its discretion, may make
further inquiry or investigation into such facts or matters as it sees fit.



 28
 









(b)     Before the Trustee acts or refrains from
acting, it may require an Officers’ Certificate or an Opinion of Counsel
conforming to Section 13.06 and the Trustee will not be liable for any
action it takes or omits to take in good faith in reliance on the certificate
or opinion.


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


(d)     The Trustee will 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, unless such Holders have offered to
the Trustee reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction.


(e)      The Trustee will not be liable for any
action it takes or omits to take in good faith that it believes to be
authorized or within its rights or powers or for any action it takes or omits
to take in accordance with the direction of the Holders in accordance with
Section 6.05 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture.


(f)      The Trustee may consult with counsel, and
the written advice of such counsel or any Opinion of Counsel will be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon.


(g)     No provision of this Indenture will require
the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of its duties hereunder, or in the exercise of its
rights or powers, unless it receives indemnity satisfactory to it against any
loss, liability or expense.


(h)     Except with respect to Section 4.01, the
Trustee shall have no duty to inquire as to performance of the Company with
respect to the covenants contained in Article 4.  In addition, the Trustee shall not be deemed
to have knowledge of an Default or Event of Default except (i) a Default or
Event of Default occurring pursuant to Section 6.01(a) and 6.01(b), or (ii) any
Default or Event of Default of which the Trustee shall have received written
notification from the Company or the Holders of at least 25% in aggregate
principal amount of Notes or obtained actual knowledge.


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


(j)       The permissive rights of the Trustee to
take certain actions under this Indenture shall not be construed as a duty
unless so specified herein.


Section 7.03.          Individual Rights of
Trustee.  The Trustee, in its individual or any other capacity,
may become the owner or pledgee of Notes and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not the
Trustee.  Any Agent may do the 



 29
 









same with like
rights.  However, the Trustee is subject
to Trust Indenture Act Sections 310(b) and 311.


Section 7.04.          Trustee’s Disclaimer. 
The Trustee (a) makes no representation as to the validity or adequacy of
this Indenture or the Notes, (b) is not accountable for the Company’s use
or application of the proceeds from the Notes and (c) is not responsible
for any statement in the Notes other than its certificate of authentication.


Section 7.05.          Notice of Default. 
If any Default or Event of Default occurs and is continuing and is known to the
Trustee, the Trustee will send notice of the Default or Event of Default to each
Holder within 90 days after it occurs, unless the Default or Event of Default
has been cured; provided that, except in the case
of a default (w) in the payment of the principal of or interest on any
Note (x) in the payment of the Repurchase Price on the Repurchase Date,
(y) in the payment of the Redemption Price on the Redemption Date or
(z) in the payment or delivery, as the case may be, of Cash, Common Stock
or a combination thereof upon conversion of such Note on the date specified in
the third paragraph of Section 10.02(b), the Trustee may withhold the
notice if and so long as the Responsible Officer or a committee of Responsible
Officers of the Trustee in good faith determines that withholding the notice is
in the interest of the Holders.  Notice
to Holders under this Section will be given in the manner and to the extent
provided in Trust Indenture Act Section 313(c).


Section 7.06.          Reports by Trustee to
Holders.  Within 60 days after each June 1, beginning with
December 1, 2007, the Trustee will mail to each Holder, as provided in Trust
Indenture Act Section 313(c), a brief report dated as of such December 1,
if required by Trust Indenture Act Section 313(a), and file such reports
with each stock exchange upon which its Notes are listed and with the Commission
as required by Trust Indenture Act Section 313(d).


Section 7.07.          Compensation and Indemnity. 
(a) The Company will pay the Trustee compensation as agreed upon in writing for
its services.  The compensation of the
Trustee is not limited by any law on compensation of a Trustee of an express
trust.  The Company will reimburse the
Trustee upon request for all out-of-pocket expenses, disbursements
and advances incurred or made by the Trustee, including the compensation and
expenses of the Trustee’s agents and counsel.


(b)     The Company will indemnify the Trustee for,
and hold it harmless against, any loss or liability or expense incurred by it
without negligence or bad faith on its part arising out of or in connection
with the acceptance or administration of this Indenture and its duties under
this Indenture and the Notes, including the costs and expenses of defending
itself against any claim or liability and of complying with any process served
upon it or any of its officers in connection with the exercise or performance
of any of its powers or duties under this Indenture and the Notes.


(c)      To secure the Company’s payment
obligations in this Section, the Trustee will have a lien prior to the Notes on
all money or property held or collected by the Trustee, in its capacity as
Trustee, except money or property held in trust to pay principal of, and
interest on particular Notes.



 30















Section 7.08.          Replacement of Trustee. 
(a) (i) The Trustee may resign at any time by written notice to the Company.


(i)         The Holders of a majority in principal
amount of the outstanding Notes may remove the Trustee by written notice to the
Trustee.


(ii)        If the Trustee is no longer eligible
under Section 7.10 or in the circumstances described in Trust Indenture
Act Section 310(b), any Holder that satisfies the requirements of Trust
Indenture Act Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


(iii)       The Company may remove the Trustee if
(A) the Trustee is no longer eligible under Section 7.10;
(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.


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


(b)   If the Trustee has been removed by the
Holders, Holders of a majority in principal amount of the Notes may appoint a
successor Trustee with the consent of the Company.  Otherwise, if the Trustee resigns or is removed,
or if a vacancy exists in the office of Trustee for any reason, the Company
will promptly appoint a successor Trustee. 
If the successor Trustee does not deliver its written acceptance within
30 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company or the Holders of a majority in principal amount of the outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.


(c)   Upon delivery by the successor Trustee of a
written acceptance of its appointment to the retiring Trustee and to the
Company, (i) the retiring Trustee will transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided for in
Section 7.07(c), (ii) the resignation or removal of the retiring
Trustee will become effective, and (iii) the successor Trustee will have
all the rights, powers and duties of the Trustee under this Indenture.  Upon request of any successor Trustee, the Company
will execute any and all reasonable instruments for fully and vesting in and
confirming to the successor Trustee all such rights, powers and trusts.  The Company will give notice of any
resignation and any removal of the Trustee and each appointment of a successor
Trustee to all Holders, and include in the notice the name of the successor
Trustee and the address of its Corporate Trust Office.


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


(e)   The Trustee agrees to give the notices
provided for in, and otherwise comply with, Trust Indenture Act
Section 310(b).



 31
 









Section 7.09.          Successor Trustee by
Merger.  If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust business to,
another corporation or national banking association, the resulting, surviving
or transferee corporation or national banking association without any further
act will be the successor Trustee with the same effect as if the successor
Trustee had been named as the Trustee in this Indenture.


Section 7.10.          Eligibility. 
This Indenture must always have a Trustee that satisfies the requirements of
Trust Indenture Act Section 310(a) and has a combined capital and surplus
of at least $25,000,000 as set forth in its most recent published annual report
of condition.


Section 7.11.          Money Held in Trust. 
The Trustee will not be liable for interest on any money received by it except
as it 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 and except for money held in trust
under Article 8.


ARTICLE 8


DISCHARGE


Section 8.01.          Satisfaction and Discharge
of this Indenture.  (a) This Indenture shall cease to be of
further effect if either: (i) all outstanding Notes (other than Notes
replaced pursuant to Section 2.07) have been delivered to the Trustee for
cancellation, (ii) all outstanding Notes have become due and payable on
the Maturity Date or on any Repurchase Date in connection with any repurchase
upon the occurrence of a Change in Control or on any Redemption Date in
connection with any redemption of all outstanding Notes or (iii) all
outstanding Notes have been delivered for conversion pursuant to
Article 10, and the Company irrevocably deposits or delivers, as the case
may be, prior to the applicable date on which such payment is due and payable,
or such conversion is to be settled, with the Trustee, the Paying Agent (if the
Paying Agent is not the Company or any of its Affiliates) or the Conversion
Agent Cash in respect of such payment or Cash and Common Stock, if any, in
respect of any such conversion on the Maturity Date, the Repurchase Date, the
Redemption Date or the date such conversion is to be settled, as the case may
be; provided that, in all cases, the Company
shall pay to the Trustee all other sums payable hereunder by the Company.


(b)   The Company may exercise its satisfaction and
discharge option with respect to the Notes only if:


(i)       no Default or Event of Default with
respect to the Notes shall exist on the date of such deposit;


(ii)      such deposit or delivery, as the case may
be, shall not result in a breach or violation of, or constitute a Default or Event
of Default under, this Indenture or any other agreement or instrument to which
the Company is a party or by which it is bound; and


(iii)     the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel (which may rely upon such
Officers’ Certificate as to the absence of Defaults 



 32
 









and Events of Default and
as to any factual matters), each stating that all conditions precedent provided
for herein relating to the satisfaction and discharge of this Indenture have
been complied with.


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 7.07 shall survive and, if money
shall have been deposited with the Trustee pursuant to clause (a) of this
Section, the provisions of Section 2.03, Section 2.04,
Section 2.05, Section 2.06, Section 2.07, Section 2.12,
Section 3.01, Article 5, Article 10 and this Article 8,
shall survive and the Company shall be required to make all payments and
deliveries required by such Sections or Articles, as the case may be,
irrespective of any prior satisfaction and discharge until the Notes have been
paid in full.


Section 8.02.          Application of Trust Money. 
Subject to the provisions of Section 8.03, the Trustee or a Paying Agent
shall hold in trust, for the benefit of the Holders, all money, Common Stock or
other consideration paid or delivered to it, as the case may be, pursuant to
Section 8.01 and shall apply such money, Common Stock or other
consideration in accordance with this Indenture and the Notes to the payment of
the principal amount of (including the relevant Repurchase Price or Redemption
Price) and interest on the Notes or delivery of the Cash and Common Stock, if
applicable, payable or issuable, as the case may be, upon conversion of the
Notes.


Section 8.03.          Repayment to Company. 
The Trustee and each Paying Agent shall promptly pay or deliver, as the case
may be, to the Company upon request any excess money, Common Stock or other
consideration (x) paid or delivered to them pursuant to Section 8.01
and (y) held by them at any time.


Subject to
applicable abandoned property law, the Trustee and each Paying Agent shall also
pay or deliver, as the case may be, to the Company upon request any money,
Common Stock or other consideration held by them for the payment of the
principal amount of (including the relevant Repurchase Price or Redemption
Price) and interest on, or the amount due in connection with any conversion of,
the Notes that remains unclaimed for two years after a right to such money,
Common Stock or other consideration has matured (which maturity shall occur,
for the avoidance of doubt, on the Maturity Date, the Repurchase Date, the
Redemption Date or the date specified in the third paragraph of
Section 10.02(b), as the case may be); provided that
the Trustee or such Paying Agent, before being required to make any such
payment or delivery, may at the expense of the Company cause to be mailed to
each Holder entitled to such money, Common Stock or other consideration or
publish in a newspaper of general circulation in the City of New York notice
that such money, Common Stock or other consideration remains unclaimed and that
after a date specified therein, which shall be at least 30 days from the date
of such mailing or publication, any unclaimed balance or portion of such money,
Common Stock or other consideration then remaining will be repaid or re-delivered
to the Company.  After payment or
delivery, as the case may be, to the Company, Holders entitled to such money,
Common Stock or other consideration must look to the Company for payment or
delivery as general creditors unless an applicable abandoned property law
designates another Person.



 33
 









Section 8.04.          Reinstatement. 
If the Trustee or any Paying Agent is unable to apply any money, Common Stock
or other consideration in accordance with Section 8.02 by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no payment or delivery, as the case
may be, had occurred pursuant to Section 8.01 until such time as the
Trustee or such Paying Agent is permitted to apply all such money in accordance
with Section 8.02; provided that
if the Company has made any payment of the principal amount of (including the
relevant Repurchase Price or Redemption Price) or interest on, or the amount
due in connection with any conversion of, the Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive any such payment or delivery from the
money, Common Stock or other consideration held by the Trustee or such Paying
Agent.


ARTICLE 9


AMENDMENTS,
SUPPLEMENTS AND WAIVERS


Section 9.01.          Amendments Without Consent
of Holders.  The Company and the Trustee may amend or
supplement this Indenture or the Notes without notice to or the consent of any
Noteholder:


(a)   to cure any ambiguity, omission, defect or
inconsistency in this Indenture or the Notes or to conform this Indenture or
the Notes to the “Description of Notes” contained in the Prospectus;


(b)   to evidence a successor to the Company and
the assumption by that successor of the obligations of the Company under this
Indenture in accordance with Article 5 or Section 10.12 of this
Indenture;


(c)   to secure the obligations of the Company in
respect of the Notes and this Indenture;


(d)   to add to the covenants of the Company for
the benefit of the Holders of the Notes or to surrender any right or power
conferred upon the Company;


(e)   to make any change to comply with the Trust
Indenture Act, or any amendment thereto; and


(f)    to make any change that does not adversely affect
the rights of any Holder of the Notes.


Section 9.02.          Amendments With Consent of
Holders.  (a) Except as otherwise provided in Section 6.07
or paragraph (b), the Company and the Trustee may amend this Indenture and
the Notes with the written consent of the Holders of at least a majority in
principal amount of the outstanding Notes, and the Holders of a majority in
principal amount of the outstanding Notes by written notice to the Trustee may,
on behalf of the Holders of such Notes waive any existing or past default under




 34
 









this Indenture and its
consequences, except an uncured default (i) in the payment of the
principal amount, or accrued and unpaid interest, with respect to any Note,
(ii) the Repurchase Price with respect to any Note (iii) the Redemption
Price with respect to any Note, (iv) in the payment or delivery of the
consideration due upon conversion of the Notes or (v) in respect of any
provision that under this Indenture cannot be modified or amended without the
consent of the Holder of each outstanding Note affected.


(b)           Notwithstanding the provisions of
paragraph (a), without the consent of each Holder affected, an amendment
or waiver may not:


(i)           reduce the principal amount of, or
interest payment on any Note, or reduce the Repurchase Price or Redemption
Price on any Note;


(ii)          make any Note payable in any currency
or securities other than that stated in the Note;


(iii)         change the Maturity Date of any Note;


(iv)         change the ranking of the Notes;


(v)          make any change that adversely affects
the right of a Holder to convert any Note;


(vi)         make any change that adversely affects
the right of a Holder to require the Company to repurchase a Note upon the
occurrence of a Change in Control;


(vii)        impair the right to convert or receive
payment with respect to the Notes or the right to institute suit for the
enforcement of any payment with respect to, or conversion of, the Notes; or


(viii)       change the provisions in this Indenture
that relate to modifying or amending the provisions of this Indenture.


(c)           It is not necessary for Noteholders
to approve the particular form of any proposed amendment, supplement or waiver,
but is sufficient if their consent approves the substance thereof.


(d)           An amendment, supplement or waiver
under this Section will become effective on receipt by the Trustee of written
consents from the Holders of the requisite percentage in principal amount of
the outstanding Notes.  After an
amendment, supplement or waiver under this Section becomes effective, the
Company will send to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver.  The
Company will send supplemental indentures to Holders upon request.  Any failure of the Company to send such
notice, or any defect therein, will not, however, in any way impair or affect
the validity of any such supplemental indenture or waiver.



 35
 









Section 9.03.          Effect of Consent. 
(a) After an amendment, supplement or waiver becomes effective, it will bind
every Holder unless it is of the type requiring the consent of each Holder
affected.  If the amendment, supplement
or waiver is of the type requiring the consent of each Holder affected, the
amendment, supplement or waiver shall bind each Holder that has consented to it
and every subsequent Holder of a Note that evidences the same debt as the Note
of the consenting Holder.


(b)           If an amendment, supplement or waiver
changes the terms of a Note, the Trustee may require the Holder to deliver it
to the Trustee so that the Trustee may place an appropriate notation of the
changed terms on the Note and return it to the Holder, or exchange it for a new
Note that reflects the changed terms. 
The Trustee may also place an appropriate notation on any Note
thereafter authenticated.  However, the
effectiveness of the amendment, supplement or waiver is not affected by any
failure to annotate or exchange Notes in this fashion.


Section 9.04.          Trustee’s Rights and
Obligations.  The Trustee is entitled to receive, and will be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of any amendment, supplement or waiver authorized pursuant to this
Article is authorized or permitted by this Indenture.  If the Trustee has received such an Opinion
of Counsel, it shall sign the amendment, supplement or waiver so long as the same
does not adversely affect the rights of the Trustee.  The Trustee may, but is not obligated to,
execute any amendment, supplement or waiver that affects the Trustee’s own
rights, duties or immunities under this Indenture.


Section 9.05.          Conformity With Trust
Indenture Act.  Every supplemental indenture executed pursuant
to this Article shall conform to the requirements of the Trust Indenture Act.


Section 9.06.          Payments for Consents. 
The Company shall not, and shall not permit or suffer any of its Subsidiaries
or Affiliates to, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder for
or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered
to be paid or agreed to be paid to all Holders of the Notes that consent, waive
or agree to amend such term or provision within the time period set forth in
the solicitation documents relating to the consent, waiver or amendment.


ARTICLE
10


CONVERSION


Section 10.01.        Conversion Privilege. 
(a) Subject to and upon compliance with the provisions of this Article 10,
a Noteholder shall have the right, at such Noteholder’s option, to convert all
or any portion (if the portion to be converted is $1,000 principal amount or an
integral multiple thereof) of such Noteholder’s Notes (1) at any time
prior to the Close of Business on March 1, 2014, upon the occurrence of any of
the events set forth in clauses (i) through (vii) of Section 10.01(b)
and (2) at any time on or after March 1, 2014, until the Close of Business
on the Business Day immediately preceding the Maturity Date without regard to
the occurrence of any of the events set forth in clauses (i) through (vii)
of Section 10.01(b), in each case, at a conversion rate (the “Conversion 



 36
 









Rate”)
equivalent to 70.2679 shares of Common Stock per $1,000 principal amount of
Notes, subject to adjustment as set forth in this Article 10.  Upon conversion of any Notes, the Company
shall pay or deliver to the converting Noteholder Cash, shares of Common Stock,
or a combination thereof, as described in Section 10.02 (the Company’s
obligation to pay or deliver such consideration being herein called the “Conversion Obligation”).


(b)           A Noteholder may convert its Note
into Cash, shares of Common Stock, or a combination thereof, as described in
Section 10.02, prior to the Close of Business on March 1, 2014, upon the
occurrence of any of the events set forth below:


(i)         during any calendar quarter commencing
at any time after August 30, 2007, and only during such calendar quarter, if
the Closing Price of Common Stock for at least 20 Trading Days in the period of
30 consecutive Trading Days ending on the last Trading Day of the preceding
calendar quarter exceeds the Conversion Trigger Price as defined in
Section 10.01(c);


(ii)        during the five Business Day period
after any five consecutive Trading Day period in which the Trading Price per
$1,000 principal amount of Notes for each Trading Day during that five-day
period was less than 98% of the product of the Closing Price of Common Stock
and the then Applicable Conversion Rate, subject to compliance with the
procedures and conditions described in Section 10.01(d) concerning the Trustee’s
obligation to make a Trading Price determination (the “Trading
Price Condition”);


(iii)       if the Company elects to distribute to
all holders of Common Stock rights, options or warrants entitling all holders
of Common Stock to subscribe for or purchase Common Stock, for a period
expiring within 60 days after the record date for such distribution, at less
than the average of the Closing Prices of Common Stock for the five consecutive
Trading Days ending on the date immediately preceding the first public announcement
of such distribution, during the period beginning on, and including, the date
the Company provides notice to Noteholders of such distribution as set forth in
Section 10.01(e) and ending on, and including, the earlier of (x) the
Close of Business on the Business Day prior to the Ex-Date for such
distribution and (y) the Company’s announcement that such distribution
will not take place;


(iv)       if the Company elects to distribute to
all holders of Common Stock Cash, debt securities (or other evidence of Debt)
or other assets (excluding dividends or distributions described in
Section 10.06), which distribution, together with all other such
distributions within the preceding twelve months, has a per share value
exceeding 15% of the average of the Closing Prices of Common Stock for the five
consecutive Trading Days ending on the date immediately preceding the first
public announcement of such distribution, during the period beginning on, and
including, the date the Company provides notice to Noteholders of such
distribution as set forth in Section 10.01(e) and ending on, and
including, the earlier of (x) the Close of Business on the Business Day
prior to the Ex-Date for such distribution and (y) the Company’s
announcement that such distribution will not take place;


(v)        if a Termination of Trading, a Change in
Control or a Make-Whole Change in Control that does not constitute a Change in
Control occurs, during the period from, and 



 37
 









including, the date that
is 35 Business Days prior to the anticipated effective date of the transaction,
or, in the case of a Termination of Trading, the earlier of the date the
applicable securities exchange announces that a termination of trading will
occur or the effective date of the Termination of Trading, to, and including, the
date that is 35 Trading Days after the actual effective date of such
transaction (or, in the case of a Change in Control or a Termination of
Trading, until the related Repurchase Date);


(vi)       if the Company is party to a
consolidation, merger, binding share exchange, or transfer or lease of all or
substantially all of the Company’s assets, pursuant to which Common Stock would
be converted into Cash, securities or other assets, during the period from, and
including, the date that is 35 Business Days prior to the anticipated effective
date of the transaction, or, in the case of a Termination of Trading, the
earlier of the date the applicable securities exchange announces that a
termination of trading will occur or the effective date of the Termination of
Trading, to, and including, the date that is 35 Trading Days after the actual
effective date of such transaction (or, if such transaction also constitutes a
Change in Control or in the case of a Termination of Trading, until the related
Repurchase Date); or


(vii)      for Notes that have been called for
redemption, at any time prior to the close of business on the Business Day
immediately preceding the Redemption Date, even if the Notes are not otherwise
convertible at such time.


(c )          The “Conversion
Trigger Price” shall equal 130% of the Conversion Price.  The Conversion Trigger Price will initially
equal $18.50 and shall be automatically adjusted whenever the Conversion Price
is adjusted as a result of an adjustment in the Conversion Rate pursuant to
this Article 10.  The Company will
determine at the beginning of each calendar quarter commencing at any time
after August 30, 2007 (through the calendar quarter ending February 28, 2014),
whether the Notes are convertible as a result of the price of Common Stock
exceeding the Conversion Trigger Price in accordance with
Section 10.01(b)(i) and will notify the Company, the Conversion Agent and
the Trustee.


(d)           In connection with any conversion
upon satisfaction of the Trading Price Condition as set forth in
Section 10.01(b)(ii) above, the Trustee shall have no obligation to
determine the Trading Price of the Notes unless the Company has requested such
determination, and the Company shall have no obligation to make such request
unless a Noteholder provides the Company with reasonable evidence that the
Trading Price per $1,000 principal amount of the Notes would be less than 98%
of the product of the Closing Price of Common Stock and the then Applicable
Conversion Rate.  At such time, the
Company shall instruct the Trustee to determine the Trading Price of the Notes
beginning on the next Trading Day and on each successive Trading Day until the
Trading Price per $1,000 principal amount of the Notes is greater than or equal
to 98% of the product of the Closing Price of Common Stock and the then
Applicable Conversion Rate.  If the
Company does not, when it is obligated to, make a request to the Trustee to
determine the Trading Price per $1,000 principal amount of Notes, or if the
Company makes such request to the Trustee, but the Trustee does not or cannot
make such determination, then the Trading Price per $1,000 principal amount of
Notes will be deemed to be less than 98% of the product of the Closing Price of




 38
 









Common Stock and the then
applicable Conversion Rate.  If the
Trading Price Condition has been met, the Company shall so notify the
Noteholders.  If, at any point after the
Trading Price Condition has been met, the Trading Price per $1,000 principal
amount of Notes is greater than 98% of the product of the Closing Price of Common
Stock and the then Applicable Conversion Rate, the Company shall so notify
Noteholders.


(e)           Upon the first public announcement of
any distribution described in Section 10.01(b)(iii) or
Section 10.01(b)(iv), the Company shall notify the Noteholders at least 35
Business Days prior to the Ex-Date for such distribution by
(i) issuing a press release and using its reasonable efforts to post such
information on its website or otherwise publicly disclose this information or
(ii) providing written notice to Noteholders by mailing such notice to
Noteholders at their address in the Register (in the case of a Certificated
Note), or through the facilities of the Depositary (in the case of a Global
Note).


Following the
announcement of any public announcement of a transaction described in
Section 10.01(b)(v) or Section 10.01(b)(vi), the Company shall notify
the Noteholders and the Trustee as promptly as practicable, but at least 35
Business Days prior to the anticipated effective date of such transaction in
the case of a Change in Control or a Make-Whole Change in Control, and the
earlier of the day immediately following the date the applicable securities
exchange announces that a termination of trading will occur or on the effective
date of a Termination of Trading in the case of a Termination of Trading by
(i) issuing a press release and using its reasonable efforts to post such
information on its website or otherwise publicly disclose this information or
(ii) providing written notice to Noteholders by mailing such notice to
Noteholders at their address in the Register (in the case of a Certificated
Note), or through the facilities of the Depositary (in the case of a Global
Note).


(f)            Upon determining that Noteholders
are entitled to convert their Notes in accordance with the provisions set forth
in Section 10.01(b), the Company shall promptly (i) issuing a press
release and use its reasonable efforts to post such information on its website
or otherwise publicly disclose this information or (ii) provide written
notice to Noteholders by mailing such notice to Noteholders at their address in
the Register (in the case of a Certificated Note), or through the facilities of
the Depositary (in the case of a Global Note).


(g)           Noteholders shall not have the right
to convert their Notes pursuant to Section 10.01(b)(iii) or
Section 10.01(b)(iv) if in connection with the distribution described in
Section 10.01(b)(iii) or Section 10.01(b)(iv) that gives rise to a
right to convert their Notes, such Noteholders are entitled to participate (as
a result of holding their Notes, and at the same time as holders of Common
Stock participate) in the distribution described in such Section as if such
Noteholders held a number of shares of Common Stock equal to the applicable
Conversion Rate on the Ex-Date for such distribution, multiplied by the principal amount (expressed in thousands)
of Notes held by such Noteholder, without having to convert their Notes.


Section 10.02.        Conversion Procedures;
Conversion Settlement.  (a) To convert a Note that is
represented by a Certificated Note, a Noteholder must (1) complete and
manually sign a Conversion Notice, a form of which is on the back of the Note,
and deliver such Conversion Notice to the 



 39
 









Conversion Agent,
(2) surrender the Note to the Conversion Agent, (3) if required,
furnish appropriate endorsement and transfer documents, (4) if required,
pay all transfer or similar taxes and (5) if required, pay Cash equal to
amount of interest due on the next Interest Payment Date for such Note.  If a Noteholder holds a beneficial interest
in a Global Note, to convert such beneficial interest, such Noteholder must
comply with the requirements (4) and (5) as set forth in the immediately
preceding sentence and comply with the applicable procedures of the Depositary
for converting a beneficial interest in a Global Note.  The first date on which all of the
requirements set forth in the first sentence of this Section 10.02(a) (in
the case of a Certificated Note) or the second sentence of this
Section 10.02(a) (in the case of a Global Note or a beneficial interest
therein) have been satisfied is referred to in this Indenture as the “Conversion Date.”  The
Conversion Agent shall, within one (1) Business Day of any Conversion Date,
provide notice to the Company, as set forth in Section 12.03, of the
occurrence of such Conversion Date.


(b)           The Company may satisfy the
Conversion Obligation by delivering shares of Common Stock, Cash, or a
combination thereof as set forth in this Section 10.02(b).  The Company shall inform Noteholders through
the Trustee of the method the Company chooses to satisfy the Conversion
Obligation (and the Specified Cash Amount, if applicable, as described in the
immediately succeeding paragraph) no later than the 25th Scheduled Trading Day
prior to the Maturity Date (in respect of Notes converted during the period on
or after the 24th Scheduled Trading Day immediately preceding the Maturity
Date) and no later than two Trading Days following the applicable Conversion
Date (in all other cases), as the case may be. 
Except to the extent the Company has irrevocably elected Net Share
Settlement as described in Section 10.02(c), if the Company does not give
notice within the time periods described in the immediately preceding sentence
as to how it intends to settle any Conversion Obligation, the Company shall
satisfy the Conversion Obligation by delivering solely shares of Common Stock
(except for any Cash in lieu of fractional shares).


If the Company
chooses to satisfy any portion of the Conversion Obligation in Cash (except for
any Cash in lieu of fractional shares), or if the Company has irrevocably
elected Net Share Settlement as described in Section 10.02(c), the Company
shall notify holders during the periods set forth in the immediately preceding
paragraph of the amount to be satisfied in Cash as a fixed dollar amount per
$1,000 principal amount of Notes (the “Specified Cash Amount”);
provided that if the Company has
previously irrevocably elected Net Share Settlement as described in
Section 10.02(c), the Specified Cash Amount must be at least equal to
$1,000.  If, subsequent to the Company
electing Net Share Settlement, the Company fails to timely notify converting
Noteholders of the Specified Cash Amount, the Specified Cash Amount shall be
deemed to be $1,000.


The Company shall
treat all Holders with the same Cash Settlement Averaging Period in the same
manner.  The Company shall not, however,
have any obligation to settle any Conversion Obligations arising with respect
to different Cash Settlement Averaging Periods in the same manner.


If the Company
elects to settle any conversion of Notes by delivering solely shares of Common
Stock, such settlement shall occur as soon as practicable after the Company
notifies



 40














Holders that is has
chosen such method of settlement, but in any event within three Business Days
of the relevant Conversion Date.  Any
settlement of a Conversion Obligation made entirely or partially in Cash (other
than Cash in lieu of fractional shares) shall occur on the third Business Day
immediately following the final Trading Day of the Cash Settlement Averaging
Period.


The amount of Cash
and/or number of shares of Common Stock, as the case may be, due upon
conversion of Notes shall be determined as follows:


(1)           If the Company elects to satisfy the
entire Conversion Obligation by delivering Common Stock, the Company shall
deliver to the converting Holder a number of shares of Common Stock equal to
(i) (A) the aggregate principal amount of Notes to be converted divided by (B) 1,000 multiplied
by (ii) the Applicable Conversion Rate in effect on the
relevant Conversion Date (provided that
the Company shall deliver Cash in lieu of fractional shares as described in
Section 10.03).


(2)           If the Company elects to satisfy the
entire Conversion Obligation by paying Cash, the Company shall pay to the
converting Holder, for each $1,000 principal amount of Notes so converted, Cash
in an amount equal to the Conversion Value.


(3)           If the Company elects to satisfy the
Conversion Obligation by delivering or paying, as the case may be, a
combination of Cash and Common Stock, or if the Company has irrevocably elected
Net Share Settlement pursuant to Section 10.02(c), the Company shall
deliver to the converting holder, for each $1,000 principal amount of Notes so
converted (x) Cash in an amount equal to the lesser of (A) the
Specified Cash Amount (which shall be at least $1,000 if the Company has made
an irrevocable Net Share Settlement Election) and (B) the Conversion
Value; and (y) if the Conversion Value is greater than the Specified Cash
Amount, a number of shares of Common Stock equal to the sum of the Daily Share
Amounts for each of the twenty Trading Days in the Cash Settlement Averaging
Period (provided that the Company shall deliver
Cash in lieu of fractional shares as described in Section 10.03).


(c)   At any time on or prior to the 30th Scheduled
Trading Day prior to the Maturity Date, the Company may irrevocably elect to
satisfy the Conversion Obligation with respect to any Notes converted after the
date of such election by delivering Cash up to the aggregate principal amount
of Notes to be converted, and shares of Common Stock, Cash or a combination
thereof in respect of the remainder, if any, of the Conversion Obligation.  Such election (a “Net Share
Settlement” election) shall be in the Company’s sole discretion and
shall not require the consent of Noteholders. 
Upon making a Net Share Settlement election, the Company shall promptly
(i) issue a press release and use its reasonable efforts to post such
information on its website or otherwise publicly disclose this information or
(ii) provide written notice to Noteholders by mailing such notice to
Noteholders at their address in the Register (in the case of a Certificated
Note), or through the facilities of the Depositary (in the case of a Global
Note).


(d)   A Holder receiving Common Stock upon
conversion shall not be entitled to any rights as a holder of Common Stock,
including, among other things, the right to vote and receive dividends and
notices of stockholder meetings, until the Close of Business on the Conversion
Date 



 41
 








(if the Company delivers
solely Common Stock in respect of the Conversion Obligation pursuant to
clause (1) of Section 10.02(b), other than Cash in lieu of fractional
shares delivered pursuant to Section 10.03) or the Close of Business on
the last Trading Day of the Cash Settlement Averaging Period (if the Company
delivers cash in respect of any portion of the Conversion Obligation pursuant
to clause (2) or clause (3) of Section 10.02(b), other than Cash
in lieu of any fractional shares delivered pursuant to Section 10.03, or
if the Company has irrevocably elected Net Share Settlement).


(e)   No payment or adjustment will be made for
dividends on, or other distributions with respect to, any Common Stock except
as provided in this Article 10. 
Upon conversion of a Note, a Noteholder will not receive, except as
described below, any Cash payment representing accrued interest.  Instead, accrued interest will be deemed paid
by the Cash and/or shares of Common Stock, if any, received by the Noteholder
upon conversion.  Delivery to the
Noteholder of such Cash and/or shares of Common Stock shall thus be deemed to
satisfy (1) the Company’s obligation to pay the principal amount of a
Note, and (2) the Company’s obligation to pay any accrued and unpaid
interest on the Note.  As a result, upon
conversion of a Note, accrued and unpaid interest on such Note is deemed paid
in full rather than cancelled, extinguished or forfeited.


(f)    Notwithstanding Section 10.02(e), if
Notes are converted after a Record Date but prior to the next succeeding
Interest Payment Date, Holders of such notes at the Close of Business on such
Record Date will receive the interest payable on such Notes on the
corresponding Interest Payment Date notwithstanding the conversion.  Such Notes, upon surrender for conversion,
must be accompanied by Cash equal to the amount of interest payable on such
Interest Payment Date on the Notes so converted; provided
that no such payment need be made (1) if the Company has specified a
Redemption Date that is after a Record Date but on or prior to the next
succeeding Interest Payment Date, (2) if the Company has specified a
Repurchase Date that is after a Record Date but on or prior to the next
succeeding Interest Payment Date, (3) with respect to any notes converted
after the Record Date immediately preceding the Maturity Date or (4) to
the extent of any Defaulted Interest that exists at the time of conversion with
respect to such Note.


(g)   If a Noteholder converts more than one Note
at the same time, the number of shares of Common Stock and the amount of Cash,
if any, including Cash in lieu of fractional shares, due upon conversion shall
be determined based on the total principal amount of the Notes converted.


(h)   Upon surrender of a Note that is converted in
part, the Company shall execute, and the Trustee shall authenticate and deliver
to the Holder, a new Note in an authorized denomination equal in principal
amount to the unconverted portion of the Note surrendered.


Section 10.03.        Fractional Shares. 
The Company will not issue a fractional share of Common Stock upon conversion
of a Note.  Instead, the Company shall
pay Cash in lieu of fractional shares based on the Closing Price of Common
Stock on the Trading Day prior to the applicable Conversion Date (if the
Company delivers solely shares of Common Stock to satisfy the Conversion
Obligation, other than such Cash in lieu of fractional shares) or the Closing
Price of Common Stock on the last Trading Day of the relevant Cash Settlement
Averaging Period (if the Company delivers Cash to satisfy a portion, but less
than all, of the Conversion Obligation, other than solely such Cash in lieu 



 42
 








of any fractional shares,
or if the Company has irrevocably elected Net Share Settlement upon
conversion).


Section 10.04.        Taxes on Conversion. 
If a Holder converts a Note, the Company shall pay any documentary, stamp or
similar issue or transfer tax due on the issue of any shares of Common Stock
upon the 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 certificates representing 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 Common Stock is to be delivered in a name
other than the Holder’s name.


Section 10.05.        Company to Provide Common
Stock.  The Company shall, from time to time as may be
necessary, reserve out of its authorized but unissued shares of Common Stock a
sufficient number of shares of Common Stock to permit the delivery in respect
of all outstanding Notes of the number of shares of Common Stock due upon
conversion (assuming, for purposes of this sentence, that the Company elects to
deliver solely shares of Common Stock in respect of the Conversion Obligation).


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


The Company will
comply with all federal and state securities laws regulating the offer and
delivery of shares of Common Stock upon conversion of Notes, if any, and shall
list or cause to have quoted such shares of Common Stock on each national
securities exchange or in the over-the-counter market or such other
market on which Common Stock is then listed or quoted.


In addition, if
any shares of Common Stock that would be issuable upon conversion of Notes
hereunder require registration with or approval of any governmental authority
before such shares of Common Stock may be issued upon such conversion, the
Company will cause such shares of Common Stock to be duly registered or
approved, as the case may be.


Section 10.06.        Adjustment for Change in
Capital Stock.  (a) If the Company shall, at any time and from
time to time while any of the Notes are outstanding, issue dividends or make
distributions on Common Stock payable in shares of Common Stock, then the
Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect at the opening of
business on the Ex-Date for such dividend or distribution by a fraction:


(i)    the numerator of which shall be the sum of
the number of shares of Common Stock outstanding at the Close of Business on
the Business Day immediately preceding the Ex-Date for such dividend or
distribution, plus the total number of shares
of Common Stock constituting such dividend or distribution; and



 43
 








(ii)   the denominator of which shall be the number
of shares of Common Stock outstanding at the Close of Business on the Business
Day immediately preceding such Ex-Date.


If any dividend or
distribution of the type described in this Section 10.06 is declared but
not so paid or made, the Conversion Rate shall again be adjusted to the
Conversion Rate which would then be in effect if such dividend or distribution
had not been declared.  In no event shall
the Conversion Rate be decreased pursuant to this Section 10.06.


(b)   If the Company shall, at any time or from
time to time while any of the Notes are outstanding, subdivide or reclassify
outstanding shares of Common Stock into a greater number of shares of Common
Stock, then the Conversion Rate in effect at the opening of business on the day
upon which such subdivision or reclassification becomes effective shall be
proportionately increased, and conversely, if the Company shall, at any time or
from time to time while any of the Notes are outstanding, combine or reclassify
outstanding shares of Common Stock into a smaller number of shares of Common Stock,
then the Conversion Rate in effect at the opening of business on the day upon
which such combination or reclassification becomes effective shall be
proportionately decreased.  In each such
case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate
by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately after giving effect to such subdivision,
combination or reclassification and the denominator of which shall be the
number of shares of Common Stock outstanding immediately prior to such
subdivision, combination or reclassification. 
Such increase or reduction (solely in the case of any combination or
reclassification of outstanding shares of Common Stock into a smaller number of
shares of Common Stock), as the case may be, shall become effective immediately
after the opening of business on the day upon which such subdivision,
combination or reclassification becomes effective.


Section 10.07.        Adjustment for Rights,
Options or Warrants Issue.  If the Company shall, at any time
or from time to time while the Notes are outstanding, distribute to all holders
of Common Stock rights, options or warrants to purchase shares of Common Stock
for a period expiring within 60 days after the record date for such
distribution at less than the average of the Closing Prices of Common Stock for
the five consecutive Trading Days immediately preceding the first public
announcement of such distribution, then the Conversion Rate shall be increased
so that the same shall equal the rate determined by multiplying the Conversion
Rate in effect at the opening of business on the Ex-Date for such
distribution by a fraction:


(x)            the numerator of which shall be the
number of shares of Common Stock outstanding at the Close of Business on the
Business Day immediately preceding the Ex-Date for such distribution, plus the total number of additional shares of Common Stock
so offered for purchase; and


(y)           the denominator of which shall be the
number of shares of Common Stock outstanding on the Close of Business on the
Business Day immediately preceding the Ex-Date for such distribution, plus the number of shares of Common Stock that the aggregate
offering price of the total number of shares of Common Stock so offered would
purchase at the Current Market Price 



 44
 








of Common Stock on the
first public announcement date for such distribution (determined by multiplying
such total number of shares of Common Stock so offered by the exercise price of
such rights, options or warrants and dividing the product so obtained by such
Current Market Price).


Such adjustment
shall become effective immediately after the opening of business on the Ex-Date
for such distribution.


To the extent that
shares of Common Stock are not delivered pursuant to such rights or upon the
expiration or termination of such rights, options or warrants, the Conversion
Rate shall be readjusted to the Conversion Rate that would then be in effect
had the adjustments made upon the issuance of such rights, options or warrants been
made on the basis of the delivery of only the number of shares of Common Stock
actually delivered.  In the event that
such rights, options or warrants are not so distributed, the Conversion Rate
shall again be adjusted to be the Conversion Rate which would then be in effect
if the Ex-Date for such distribution had not occurred.  In determining whether any rights, options or
warrants entitle the holders to purchase shares of Common Stock at less than
the average of the Closing Prices for the five consecutive Trading Days
immediately preceding the first public announcement of the relevant
distribution, and in determining the aggregate offering price of such shares of
Common Stock, there shall be taken into account any consideration received for
such rights, options or warrants and the value of such consideration if other
than Cash, to be determined in good faith by the Board of Directors.  In no event shall the Conversion Rate be
decreased pursuant to this Section 10.07.


If the Company
elects to make a distribution described in this Section 10.07 that has a
per share of Common Stock value equal to more than 15% of the Closing Price of
Common Stock on the day preceding the declaration date for such distribution,
the Company will be required to give notice to Holders at least 35 Business
Days prior to the Ex-Date for such distribution.


Section 10.08.        Adjustment for Other
Distributions.


(a)      If the Company shall, at any time or from
time to time while the Notes are outstanding, distribute to all holders of
Common Stock any of its Capital Stock, assets (including shares of any
Subsidiary of the Company or business unit of the Company), or debt securities
or rights to purchase securities of the Company (excluding (x) any
dividends or distributions described in Section 10.06, (y) any
rights, options or warrants described in Section 10.07 and (z) any
dividends or other distributions described in Section 10.09 (such Capital
Stock, assets, debt securities or rights to purchase securities of the Company
hereinafter in this Section 10.08 called the “Distributed
Assets”)), then the Conversion Rate shall be increased so that the
same shall equal the rate determined by multiplying the Conversion Rate in
effect at the opening of business on the Ex-Date for such distribution by
a fraction:


(i)    the numerator of which will be the Current
Market Price of Common Stock, and


(ii)   the denominator of which will be the Current
Market Price of Common Stock on the Business Day immediately preceding the Ex-Date
for such distribution, minus  



 45
 








the fair market value, as
determined by the Board of Directors, of the portion of Distributed Assets so
distributed applicable to one share of Common Stock;


Such increase
shall become effective immediately after the opening of business on the Ex-Date
for such distribution; provided that
if “the fair market value, as determined by the Board of Directors, of the
portion of Distributed Assets so distributed applicable to one share of Common
Stock” as set forth above is equal to or greater than “the Current Market Price
of Common Stock on the Business Day immediately preceding the Ex-Date for
such distribution” as set forth above, in lieu of the foregoing adjustment,
adequate provision shall be made so that each Noteholder shall receive on the
date on which the Distributed Assets are distributed to holders of Common
Stock, for each $1,000 principal amount of Notes, the amount of Distributed
Assets such Noteholder would have received had such Noteholder owned a number
of shares of Common Stock equal to the Conversion Rate on the record date for
such distribution.  In the event that
such distribution is not so made, the Conversion Rate shall again be adjusted
to be the Conversion Rate which would then be in effect if such distribution
had not been declared.  In no event shall
the Conversion Rate be decreased pursuant to this Section 10.08(a).


If the Board of
Directors determines the fair market value of any distribution for purposes of
this Section 10.08(a) by reference to the actual or when issued trading
market for any Distributed Assets comprising all or part of such distribution,
it must in doing so consider the prices in such market over the same period
(the “Reference Period”) used in computing
the Current Market Price for purposes of clause (i) above, unless the
Board of Directors determines in good faith that determining the fair market
value during the Reference Period would not be in the best interest of the
Holders.


(b)     Notwithstanding anything to the contrary in
this Section 10.08, if the Company distributes Capital Stock of, or
similar equity interests in, a Subsidiary of the Company or other business unit
of the Company (a “Spin-Off”),
then the Conversion Rate shall be increased so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect at the opening of
business on the fifteenth Trading Day immediately following the Ex-Date
for such Spin-Off by a fraction:


(x)     the numerator of which will be the sum of
(A) the average of the Closing Prices of the Capital Stock or similar
equity interest distributed to holders of Common Stock applicable to one share
of Common Stock over the ten consecutive Trading Day period immediately
following, and including, the fifth Trading Day after the Ex-Date for the
Spin-Off and (B) the average of the Closing Prices of Common Stock over
the ten consecutive Trading Day period immediately following, and including,
the fifth Trading Day after the Ex-Date for the Spin-Off; and


(y)     the denominator of which is the average of
the Closing Prices of Common Stock over the ten consecutive Trading Day period
immediately following, and including, the fifth Trading Day after the Ex-Date
for the Spin-Off.


In no event shall
the Conversion Rate be decreased pursuant to this Section 10.08(b).



 46
 








(c)   If the Company elects to make a distribution
described in Section 10.08(a) or Section 10.08(b) that has a per
share of Common Stock value equal to more than 15% of the Closing Price of
Common Stock on the day preceding the declaration date for such distribution,
the Company will be required to give notice to Holders at least 35 Business
Days prior to the Ex-Date for such distribution.


Section 10.09.        Adjustment for Cash
Dividends.  If the Company shall, at any time or from time to
time while any of the Notes are outstanding, distribute dividends or make other
distributions paid entirely in Cash to all or substantially all holders of
Common Stock (other than (x) distributions described in Section 10.10
below or (y) any dividend or distribution in connection with the Company’s
liquidation, dissolution or winding up), then the Conversion Rate shall be
increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect at the opening of business on the Ex-Date for
such dividend or distribution by a fraction:


(x)    the numerator of which will be the Current
Market Price of Common Stock; and


(y)   the denominator of which will be the Current
Market Price per share of Common Stock on the Business Day immediately
preceding the Ex-Date for such dividend or distribution, minus the amount per share of such dividend or distribution.


Such adjustment
shall become effective immediately after the opening of business on the Ex-Date
for such distribution or dividend; provided that
if “the amount per share of such dividend or distribution” as set forth above
is equal to or greater than “the Current Market Price per share of Common Stock
on the Business Day immediately preceding the Ex-Date for such dividend
or distribution” as set forth above, in lieu of the foregoing adjustment,
adequate provision shall be made so that each Noteholder shall have the right
to receive on the date on which the relevant Cash dividend or distribution is
distributed to holders of Common Stock, for each $1,000 principal amount of
Notes upon conversion, the amount of Cash such Noteholder would have received
had such Noteholder owned a number of shares equal to the Conversion Rate on
the Record Date for such dividend or distribution.  In the event that such distribution or
dividend is not so made, the Conversion Rate shall again be adjusted to be the
Conversion Rate which would then be in effect if such dividend or distribution
had not been declared.


In no event shall
the Conversion Rate be decreased pursuant to this Section 10.09.


If the Company
elects to make a distribution described in this Section 10.09 that has a
per share of Common Stock value equal to more than 15% of the Closing Price of
Common Stock on the day preceding the declaration date for such distribution,
the Company will be required to give notice to Holders at least 35 Business
Days prior to the Ex-Date for such distribution.


Section 10.10.        Adjustment for Tender
Offer.  If the Company or any of its Subsidiaries shall, at any
time or from time to time, while any of the Notes are outstanding, distribute
Cash or other consideration in respect of a tender offer or exchange offer for
Common Stock, where such Cash and the value of any such other consideration per
share of Common Stock validly tendered or exchanged 



 47
 








exceeds the Closing Price
of Common Stock on Trading Day immediately following the last date (such last
date, the “Expiration Date”) on which tenders
or exchanges may be made pursuant to the tender or exchange offer, then the
Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect at the opening of
business on the Business Day immediately following the Trading Day immediately
following the Expiration Date by a fraction:


(x)    the numerator of which will be the sum of
(A) the fair market value, as determined by the Board of Directors, of the
aggregate consideration payable for all shares of Common Stock that the Company
purchases in such tender or exchange offer and (B) the product of the
number of shares of Common Stock outstanding, less the number of shares of
Common Stock purchased in the relevant tender offer or exchange offer (the “Purchased
Shares”), and the Closing Price of Common Stock on the Trading Day immediately
following the Expiration Date; and


(y)   the denominator of which will be the product
of the number of shares of Common Stock outstanding, including the Purchased
Shares, and the Closing Price of Common Stock on the Trading Day immediately
following the Expiration Date.


An adjustment, if
any, to the Conversion Rate pursuant to this Section 10.10 shall become
effective immediately prior to the opening of business on the second Trading
Day immediately following the Expiration Date. 
In the event that the Company or a Subsidiary of the Company is
obligated to purchase shares of Common Stock pursuant to any such tender offer
or exchange offer, but the Company or such Subsidiary is permanently prevented
by applicable law from effecting any such purchases, or all such purchases are
rescinded, then the Conversion Rate shall again be adjusted to be the
Conversion Rate which would then be in effect if such tender offer or exchange
offer had not been made.  If the
application of this Section 10.10 to any tender offer or exchange offer
would result in a decrease in the Conversion Rate, no adjustment shall be made
for such tender offer or exchange offer under this Section 10.10.


Section 10.11.        Provisions Governing
Adjustment to Conversion Rate.  Rights or warrants distributed
by the Company to all holders of Common Stock entitling the holders thereof to
subscribe for or purchase shares of the Company’s Capital Stock (either
initially or under certain circumstances), which rights, options 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 Section 10.06, Section 10.07,
Section 10.08, Section 10.09 or Section 10.10 (and no adjustment
to the Conversion Rate under Section 10.06, Section 10.07,
Section 10.08, Section 10.09 or Section 10.10 will be required)
until the occurrence of the earliest Trigger Event, whereupon such rights,
options and warrants shall be deemed to have been distributed and an
appropriate adjustment (if any is required) to the Conversion Rate shall be
made under Section 10.08, and, if applicable, Section 10.23.  If any such right, option or warrant,
including any such existing rights, options or warrants distributed prior to
the date of this Indenture, are subject to events, upon the occurrence of which
such rights, options or warrants become exercisable to purchase different
securities, evidences of indebtedness or other assets, then the date 



 48
 








of the occurrence of any
and each such event shall be deemed to be the date of distribution and Ex-Date
with respect to new rights, options or warrants with such rights (and a
termination or expiration of the existing rights, options or warrants without
exercise by any of the holders thereof), except as set forth in
Section 10.23.  In addition, except
as set forth in Section 10.23, in the event of any distribution (or deemed
distribution) of rights, options or warrants, or any Trigger Event or other
event (of the type described in the preceding sentence) with respect thereto
that was counted for purposes of calculating a distribution amount for which an
adjustment to the Conversion Rate under Section 10.06, Section 10.07,
Section 10.08, Section 10.09 or Section 10.10 was made
(including any adjustment contemplated in Section 10.23), (1) in the
case of any such rights, options or warrants that shall all have been redeemed
or repurchased without exercise by any holders thereof, the Conversion Rate
shall be readjusted upon such final redemption or repurchase to give effect to
such distribution or Trigger Event, as the case may be, as though it were a
Cash distribution, equal to the per share redemption or repurchase price
received by a holder or holders of Common Stock with respect to such rights,
options or warrants (assuming such holder had retained such rights, options 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, options or
warrants that shall have expired or been terminated without exercise by any
holders thereof, the Conversion Rate shall be readjusted as if such rights,
options and warrants had not been issued.


Section 10.12.        Disposition Events. 
If any of the following events (a “Disposition Event”)
occurs:


(a)   any reclassification of Common Stock (other
than a change in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination);


(b)   consolidation, merger, or other combination
involving the Company; or


(c)   sale or conveyance to another Person of all
or substantially all of the assets of the Company;


in each case, in which
holders of outstanding Common Stock would be entitled to receive Cash,
securities or other property for their shares of Common Stock, if a Holder
converts its Notes on or after the effective date of any such event, subject to
the right of the Company to settle all or a portion of the Conversion
Obligation with respect to such Notes in Cash (other than solely Cash in lieu
of any fractional shares), and the right of the Company to irrevocably elect
Net Share Settlement, Notes will be convertible into, in lieu of the shares of
Common Stock otherwise deliverable, the same type (in the same proportions) of
consideration received by holders of Common Stock in the relevant event
(collectively, “Reference Property”).


If the Company
elects to settle all or any portion of the Conversion Obligation in Cash (other
than solely Cash in lieu of any fractional shares) or if the Company
irrevocably elects Net Share Settlement, Holders shall receive in connection
with any conversion (1) Cash in an amount equal to the portion of the
Conversion Obligation that Company has elected to settle with Cash (which shall
be at least equal to the lesser of (x) the aggregate principal amount of
Notes to be converted and 



 49
 








(y) the relevant
Conversion Value, if the Company has irrevocably elected Net Share Settlement);
and (2) in lieu of the shares of Common Stock otherwise deliverable, if
any, Reference Property.  If the Company
elects to settle any conversion in whole or in part by delivering Cash in
respect the Conversion Obligation (other than solely Cash in lieu of any
fractional shares) or if the Company irrevocably elects Net Share Settlement,
the amount of Cash and any Reference Property that the Holders will receive
will be based on the Daily Share Amounts of Reference Property and the
Applicable Conversion Rate as set forth in Section 10.02.


If the Disposition
Event provides the holders of Common Stock with the right to receive more than
a single type of consideration determined based in part upon any form of
stockholder election, the Reference Property shall be comprised of the weighted
average of the types and amounts of consideration received by the holders of
Common Stock upon the occurrence of such event.


Upon the
occurrence of a Disposition Event, the Company or the successor or purchasing
Person, as the case may be, shall execute with the Trustee a supplemental
indenture (which shall comply with the Trust Indenture Act as in force at the
date of execution of such supplemental indenture if such supplemental indenture
is then required to so comply) permitted under Section 9.02(b) providing
for the conversion and settlement of the Notes as set forth in this
Indenture.  Such supplemental indenture
shall provide for adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article 10.  If, in the case of any Disposition Event, the
Reference Property includes shares of stock or other securities and assets of a
Person other than the successor or purchasing Person, as the case may be, in
such reclassification, 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 Notes as the Board of Directors shall reasonably consider
necessary by reason of the foregoing, including to the extent required by the
Board of Directors and practicable the provisions providing for the repurchase
rights set forth in Article 3 herein.


In the event the
Company shall execute a supplemental indenture pursuant to this
Section 10.12, the Company shall promptly file with the Trustee an
Officers’ Certificate briefly stating the reasons therefore, the kind or amount
of cash, securities or property or asset that will comprise the Reference
Property after any such Disposition Event, 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 Noteholders.  The Company shall cause notice of the execution
of such supplemental indenture to be mailed to each Noteholder, at its address
appearing on the Register provided for in this Indenture, within twenty days
after execution thereof.  Failure to
deliver such notice shall not affect the legality or validity of such
supplemental indenture.


Section 10.13.        Adjustment to Conversion
Rate Upon a Make-Whole Change in Control; Discretionary Adjustment. 
(a) If, after the date hereof, a Change in Control (determined after giving
effect to any exceptions or exclusions to such definition, but without regard
to the proviso in clause (ii) of the
definition thereof, a “Make-Whole Change in
Control”) occurs and a Holder elects to convert its Notes in
connection with such Make-Whole Change in Control, the Company



 50















will, under certain
circumstances, increase the Applicable Conversion Rate for the Notes so
surrendered for conversion by a number of additional shares of Common Stock
(the “Make-Whole Shares”), as described in
this Section 10.13.  A conversion of
Notes will be deemed for these purposes to be “in connection with” a Make-Whole
Change in Control if the notice of conversion of the Notes is received by the
Conversion Agent from, and including, the Effective Date of the Make-Whole
Change in Control up to, and including, the Business Day immediately prior to
the related Repurchase Date (or, in the case of an event that would have been a
Change in Control but for the proviso in
clause (ii) of the definition thereof, the 35th Trading Day immediately
following the Effective Date of such Make-Whole Change in Control).  Upon surrender of Notes for conversion in
connection with a Make-Whole Change in Control, the Company will have the right
to deliver, in lieu of shares of Common Stock, including the Make-Whole Shares,
Cash or a combination of Cash and shares of Common Stock as described in
Section 10.02.


On or before the
15th day after the occurrence of a Make-Whole Change in Control that does not
also constitute a Change in Control, the Company will mail to the Trustee and
to all Holders at their addresses shown in the Register of the Registrar, and
to beneficial owners as required by applicable law, notice indicating that a
Make-Whole Change in Control has occurred.


(b)           The number of Make-Whole Shares will
be determined by reference to the table below and is based on the date which
such Make-Whole Change in Control transaction becomes effective (the “Effective Date”) and the price paid per share of Common
Stock in the Make-Whole Change in Control (in the case of a Make-Whole Change
in Control described in clause (ii) of the definition of Change in Control
in which holders of Common Stock receive only Cash), or in the case of any
other Make-Whole Change in Control, the average of the Closing Prices per share
of Common Stock over the five Trading-Day period ending on the Trading Day
immediately preceding the Effective Date of such Make-Whole Change in Control
(the “Stock Price”).


(c)           The Stock Prices set forth in the
first column of the table below will be adjusted as of any date on which the
Applicable Conversion Rate is adjusted. 
The adjusted Stock Prices will equal the Stock Prices immediately prior
to such adjustment, multiplied by a fraction, the numerator of which is the
Applicable Conversion Rate immediately prior to the adjustment giving rise to
the Stock Price adjustment, and the denominator of which is the Applicable
Conversion Rate as so adjusted.  In
addition, the number of Make-Whole Shares will be subject to adjustment in the
same manner as the Applicable Conversion Rate as set forth in
Section 10.06 through Section 10.10.


	
   

  	
   

  	
  Effective Date

  	
   

  
	
  Stock

  Price

  	
   

  	
  May 23,

  2007

  	
   

  	
  June 1,

  2008

  	
   

  	
  June 1,

  2009

  	
   

  	
  June 1,

  2010

  	
   

  	
  June 1,

  2011

  	
   

  	
  June 1,

  2012

  	
   

  	
  June 1,

  2013

  	
   

  	
  June 1,

  2014

  	
   

  
	
  $11.50

  	
   

  	
  16.6886

  	
   

  	
  16.6886

  	
   

  	
  16.6886

  	
   

  	
  16.6886

  	
   

  	
  16.6886

  	
   

  	
  16.6886

  	
   

  	
  16.6886

  	
   

  	
  16.6886

  	
   

  
	
  $12.50

  	
   

  	
  13.9425

  	
   

  	
  13.5906

  	
   

  	
  13.0358

  	
   

  	
  12.4290

  	
   

  	
  12.2737

  	
   

  	
  12.3789

  	
   

  	
  11.7512

  	
   

  	
  9.7321

  	
   

  
	
  $15.00

  	
   

  	
  9.2959

  	
   

  	
  8.6790

  	
   

  	
  7.8128

  	
   

  	
  6.6794

  	
   

  	
  5.4823

  	
   

  	
  5.3969

  	
   

  	
  4.6737

  	
   

  	
  0.0000

  	
   

  
	
  $17.50

  	
   

  	
  6.5396

  	
   

  	
  5.8491

  	
   

  	
  4.9149

  	
   

  	
  3.6430

  	
   

  	
  1.2780

  	
   

  	
  1.2278

  	
   

  	
  1.0215

  	
   

  	
  0.0000

  	
   

  
	
  $20.00

  	
   

  	
  4.8103

  	
   

  	
  4.1371

  	
   

  	
  3.2529

  	
   

  	
  2.0682

  	
   

  	
  0.0131

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  $22.50

  	
   

  	
  3.6738

  	
   

  	
  3.0560

  	
   

  	
  2.2696

  	
   

  	
  1.2590

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  $25.00

  	
   

  	
  2.8955

  	
   

  	
  2.3460

  	
   

  	
  1.6663

  	
   

  	
  0.8409

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  



 



 51
 









 


	
  $27.50

  	
   

  	
  2.3426

  	
   

  	
  1.8612

  	
   

  	
  1.2827

  	
   

  	
  0.6163

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  $30.00

  	
   

  	
  1.9365

  	
   

  	
  1.5179

  	
   

  	
  1.0273

  	
   

  	
  0.4871

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  $32.50

  	
   

  	
  1.6297

  	
   

  	
  1.2666

  	
   

  	
  0.8500

  	
   

  	
  0.4068

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  $35.00

  	
   

  	
  1.3913

  	
   

  	
  1.0764

  	
   

  	
  0.7212

  	
   

  	
  0.3515

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  $40.00

  	
   

  	
  1.0480

  	
   

  	
  0.8096

  	
   

  	
  0.5466

  	
   

  	
  0.2765

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  $45.00

  	
   

  	
  0.8138

  	
   

  	
  0.6312

  	
   

  	
  0.4314

  	
   

  	
  0.2242

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  $50.00

  	
   

  	
  0.6443

  	
   

  	
  0.5027

  	
   

  	
  0.3474

  	
   

  	
  0.1837

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  



 


(d)           If the exact Stock Price and
Effective Date is not set forth in the table, then (i) if the Stock Price
is between two Stock Prices in the table or the Effective Date is between two
Effective Dates in the table, the Make-Whole Shares issued upon conversion of
the Notes will be determined by a straight-line interpolation between the
number of Make-Whole Shares set forth for the higher and lower Stock Prices
and/or the earlier and later Effective Dates in the table, as applicable, based
on a 365-day year, (ii) if the Stock Price is in excess of $50.00 per
share of Common Stock (subject to adjustment as set forth in
Section 10.13(c)), no Make-Whole Shares will be issued upon conversion of
the Notes; and (iii) if the Stock Price is less than $11.50 per share of
Common Stock (subject to adjustment as set forth in Section 10.13(c)), no
Make-Whole Shares will be issued upon conversion of the Notes.


(e)           The Company may make such increases
in the Conversion Rate, in addition to those required by Section 10.06,
10.07, 10.08, 10.09 and 10.10 as the Board of Directors considers to be
advisable to avoid or diminish any income tax to holders of Common Stock or
rights to purchase Common Stock resulting from any dividend or distribution of
stock (or rights to acquire stock) or from any event treated as such for income
tax purposes.


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


Section 10.14.        When Adjustment May Be
Deferred.  No adjustment in the Conversion Rate need be made
unless the adjustment would require an increase or decrease of at least 1% of
the Conversion Rate.  Any adjustments
that are less than 1% of the Conversion Rate will be carried forward and taken
into account in determining any subsequent adjustment.  In addition, the Company shall make any carry
forward adjustments not otherwise effected on each anniversary of the date
hereof, upon conversion of any Note, upon required repurchases of the Notes
pursuant to Section 3.01, and on each day from and after the 24th
Scheduled Trading Day prior to the Maturity Date.


Section 10.15.        When No Adjustment
Required.  (a) No adjustment need be made for a transaction
referred to in Section 10.06, 10.07, 10.08, 10.09 or 10.10 if Noteholders
participate, 



 52
 









without conversion, in
the transaction or event that would otherwise give rise to an adjustment
pursuant to such Section at the same time as holders of Common Stock
participate with respect to such transaction or event and on the same terms as
holders of Common Stock participate with respect to such transaction or event
as if Noteholders, at such time, held a number of shares of Common Stock equal
to the Applicable Conversion Rate, multiplied by
the principal amount (expressed in thousands) of Notes held by such Noteholder,
without having to convert their Notes.


(b)           No adjustment need be made for the
issuance of Common Stock or any securities convertible into or exchangeable for
Common Stock or carrying the right to purchase Common Stock or any such
security.


(c)           No adjustment need be made for rights
to purchase Common Stock pursuant to a Company plan for reinvestment of
dividends or interest.


(d)           No adjustment need be made for a
change in the par value or no par value of Common Stock.


(e)           To the extent the Notes become
convertible pursuant to this Article 10 into Cash, no adjustment need be
made thereafter as to the Cash.  Interest
will not accrue on the Cash.


(f)            Notwithstanding anything in this
Article 10 to the contrary, the Applicable Conversion Rate shall not
exceed 86.9565 per $1,000 principal amount of Notes, other than on account of
adjustments to the Conversion Rate in the manner set forth in Sections 10.06,
10.07, 10.08, 10.09 and 10.10.


Section 10.16.        Notice of Adjustment. 
Whenever the Conversion Rate is adjusted, the Company shall promptly mail to
Noteholders a notice of the adjustment. 
The Company shall file with the Trustee and the Conversion Agent such
notice and a certificate from the Company’s independent public accountants
briefly stating the facts requiring the adjustment and the manner of computing
it.  The certificate shall be conclusive
evidence that the adjustment is correct. 
Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such certificate except to exhibit the same
to any Holder desiring inspection thereof.


Section 10.17.        Notice of Certain
Transactions.  If (a) the Company takes any action that
would require an adjustment in the Conversion Rate pursuant to
Section 10.06, 10.07, 10.08, 10.09 or 10.10 (unless no adjustment is to
occur pursuant to Section 10.14 or Section 10.15), (b) the
Company takes any action that would require a supplemental indenture pursuant
to Section 10.12, or (c) there is a liquidation or dissolution of the
Company, then the Company shall mail to Noteholders and file with the Trustee
and the Conversion Agent a notice stating the proposed Ex-Date for a
dividend or distribution or the proposed effective date of a subdivision,
combination, reclassification, consolidation, merger, combination, sale or
conveyance.  The Company shall file and
mail the notice at least 15 days before such date; provided
that if the Company elects to make a distribution described in
Section 10.07, Section 10.08, or Section 10.09, and in the case
of Section 10.08 or Section 10.09, that has a per share value equal
to more than 15% of the Closing Price per share of Common Stock on the day preceding
the declaration date for such distribution, the 



 53
 









Company shall give notice
to Holders at least 35 Business Days prior to the Ex-Date for such
distribution.  Failure to file or mail
the notice or any defect in it shall not affect the validity of the
transaction.


Section 10.18.        Right of Holders to
Convert.  Notwithstanding any other provision in this
Indenture, the Holder of any Note shall have the right to convert its Note in
accordance with this Article 10 and to bring an action for the enforcement
of any such right to convert, and such rights shall not be impaired or affected
without the consent of such Holder.


Section 10.19.        Company Determination
Final.  The Company shall be responsible for making all
calculations called for hereunder and under the Notes.  These calculations include, but are not
limited to, Conversion Value, the Conversion Date, the Volume Weighted Average
Price, the Cash Settlement Averaging Period, the Closing Price, the Conversion
Price, the Applicable Conversion Rate and the number of shares of Common Stock,
if any, to be issued upon conversion of the Notes.  The Company shall make all these calculations
using commercially reasonable means and, absent manifest error, the Company’s
calculations will be final and binding on Noteholders.  The Company shall provide a schedule of the
Company’s calculations to the Trustee, and the Trustee is entitled to rely upon
the accuracy of the Company’s calculations without independent verification.


Section 10.20.        Trustee’s Adjustment
Disclaimer.  The Trustee has no duty to determine when an
adjustment under this Article 10 should be made, how it should be made or
what it should be.  The Trustee has no
duty to determine whether a supplemental indenture under Section 10.12
need be entered into or whether any provisions of any supplemental indenture
are correct.  The Trustee shall not be
accountable for and makes no representation as to the validity or value of any
securities or assets issued upon conversion of Notes.  The Trustee shall not be responsible for the
Company’s failure to comply with this Article 10.  Each Conversion Agent shall have the same
protection under this Section 10.20 as the Trustee.


Section 10.21.        Simultaneous Adjustments. 
For purposes of Section 10.08, Section 10.06 and Section 10.07,
any dividend or distribution to which Section 10.08 is applicable that
also includes shares of Common Stock, or rights, options or warrants to
subscribe for or purchase shares of Common Stock (or both), shall be deemed
instead to be (1) a dividend or distribution of the debt securities,
assets or shares of Capital Stock other than such shares of Common Stock or
rights (and any Conversion Rate adjustment required by Section 10.08 with
respect to such dividend or distribution shall then be made) immediately
followed by (2) a dividend or distribution of such shares of Common Stock
or such rights (and any further Conversion Rate adjustment required by
Section 10.06 and Section 10.07 with respect to such dividend or
distribution shall then be made), except any shares of Common Stock included in
such dividend or distribution shall not be deemed “outstanding at the Close of
Business on the Business Day immediately preceding such Ex-Date” within
the meaning of Section 10.06.


Section 10.22.        Successive Adjustments. 
After an adjustment to the Conversion Rate under this Article 10, any
subsequent event requiring an adjustment under this Article 10 shall cause
an adjustment to the Conversion Rate as so adjusted.



 54
 









Section 10.23.        Rights Issued in Respect
of Common Stock Issued Upon Conversion.  Each share of Common
Stock issued upon conversion of Notes pursuant to this Article 10 shall be
entitled to receive the appropriate number of rights (“Rights”),
if any, and the certificates representing Common Stock issued upon such
conversion shall bear such legends, if any, in each case as may be provided by
the terms of any rights plan (i.e., a poison pill) adopted by the Company, as
the same may be amended form time to time, is in effect, (in each case, a “Shareholders Rights Plan”). 
Upon conversion of the Notes a Holder will receive, in addition to any
Common Stock received in connection with such conversion, the Rights under the
Shareholders Rights Plan, unless prior to any conversion, the Rights have
separated from Common Stock, in which case the Applicable Conversion Rate will
be adjusted at the time of separation as if the Company distributed to all
holders of Common Stock, shares of Company Capital Stock, assets, debt
securities or certain rights to purchase securities of the Company as described
in Section 10.08, subject to readjustment in the event of the expiration,
termination or redemption of such rights. 
Any distribution of Rights pursuant to the Shareholders Rights Plan that
would allow a Holder to receive upon conversion, in addition to shares of
Common Stock, the Rights described therein (unless such Rights have separated
from Common Stock) shall not constitute a distribution of Rights that would
entitle the Holder to an adjustment to the Conversion Rate.


Section 10.24.        Withholding Taxes for
Adjustments in Conversion Rate.  The Company may, at its
option, set-off withholding taxes due with respect to Notes against payments of
Cash and Common Stock on the Notes.  In
the case of any such set-off against Common Stock delivered upon conversion of
the Notes, such Common Stock shall be valued based on the arithmetic average of
the Volume Weighted Average Prices for each Trading Day in the relevant Cash
Settlement Averaging Period.


ARTICLE
11


REDEMPTION


Section 11.01.        Right to Redeem; Notices
to Trustee.


(a)           The Notes are not redeemable by the
Company prior to June 6, 2011.  On or
after June 6, 2011, the Notes may be redeemed in whole or in part at the option
of the Company if the Closing Price of the Company’s Common Stock has been
greater than or equal to 130% of Conversion Price then in effect for at least
20 Trading Days during any 30 consecutive Trading Day period ending within five
Trading Days prior to the date on which the Company provides notice of
redemption.


(b)           The redemption price at which the
Notes are redeemable (the “Redemption Price”)
shall be payable in Cash and shall be equal to 100% of the principal of Notes
to be redeemed, together with accrued and unpaid interest to, but excluding,
the Redemption Date; provided,
however, that if Notes are redeemed on any Interest Payment Date, the interest
payable in respect of such Interest Payment Date shall be payable to the
Holders of record as of the corresponding Regular Record Date.



 55
 









(c)           The Company may not redeem any Notes
unless all accrued and unpaid Interest thereon has been or is simultaneously
paid for all semi-annual periods or portions thereof terminating prior to the
Redemption Date.  In addition, the
Company may not redeem any Notes or deliver to any Holder of Notes a notice of
redemption pursuant to Section 11.03 at any time when there exists any
accrued and unpaid Defaulted Interest.


Section 11.02.        Selection of Notes to be
Redeemed.  If less than all the Notes are to be redeemed, the
Trustee shall select the Notes to be redeemed pro rata or by lot or by any
other method the Trustee considers fair and appropriate (so long as such method
is not prohibited by the rules of The New York Stock Exchange or any other
stock exchange on which the Notes are then listed, as applicable).  The Trustee shall make the selection within 7
days from its receipt of the notice from the Company delivered pursuant to
Section 11.03 from outstanding Notes not previously called for redemption.


Notes and portions
of them the Trustee selects shall be in principal amounts of $1,000 or integral
multiples of $1,000.  Provisions of this
Indenture that apply to Notes called for redemption in whole also apply to
Notes called for redemption in part.  The
Trustee shall notify the Company promptly of the Notes or portions of Notes to
be redeemed.


If any Note
selected for partial redemption is converted in part before termination of the
conversion right with respect to the portion of the Note so selected, the
converted portion of such Note shall be deemed (so far as may be) to be the
portion selected for redemption.  Notes
which have been converted during a selection of Notes to be redeemed may be
treated by the Trustee as outstanding for the purpose of such selection.


Section 11.03.        Notice of Redemption. 
At least 30 days but not more than 60 days before a Redemption Date, the
Company shall mail a notice of redemption by first-class mail, postage prepaid,
to the Trustee, the Paying Agent and each Holder of Notes to be redeemed; provided, however, that the Company may not deliver any such
notice to any Holder of Notes at any time when there exists any accrued and
unpaid Defaulted Interest.


The notice shall
specify the Notes to be redeemed and shall state:


(i)       the Redemption Date;


(ii)      the Redemption Price;


(iii)     the Applicable Conversion Rate and any
adjustments thereto;


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


(v)      that Notes called for redemption may be
converted at any time before the close of business on the Business Day
immediately preceding the Redemption Date; and



 56
 









(vi)     the procedures a Holder must follow to
exercise rights under Section 3.01.


At the Company’s
written request delivered at least 30 days prior to the date such notice is to
be given to the Holders (unless a shorter time period shall be acceptable to
the Trustee), the Trustee shall give the notice of redemption to each Holder of
Notes to be redeemed in the Company’s name and at the Company’s expense.


Section 11.04.        Effect of Notice of
Redemption.  Once notice of redemption is given, Notes called
for redemption become due and payable on the Redemption Date and at the
Redemption Price stated in the notice except for Notes that are converted in
accordance with the terms of this Indenture. 
Upon surrender to the Paying Agent, such Notes shall be paid at the
Redemption Price stated in the notice.


Section 11.05.        Deposit of Redemption
Price.  Prior to 12:00 p.m. (New York City time) on or
prior to the Redemption Date, the Company shall deposit with the Trustee or
with the Paying Agent (or, if the Company or a Subsidiary of the Company or an
Affiliate of either of them is acting as the Paying Agent, shall segregate and
hold in trust as provided in Section 2.04) an amount of money (in
immediately available funds if deposited on such Trading Day) sufficient to pay
the aggregate Redemption Price of all the Notes or portions thereof which are
to be redeemed as of the Redemption Date.


If the Paying
Agent holds money sufficient to pay the Redemption Price with respect to the
Notes to be redeemed on the Redemption Date in accordance with the terms of
this Indenture, then, immediately on and after the Redemption Date, interest on
such Notes shall cease to accrue, whether or not the Notes are delivered to the
Paying Agent, and all other rights of the Holders of such Notes shall
terminate, other than the right to receive the Redemption Price upon delivery
of such Notes.


Section 11.06.        Notes Redeemed in Part. 
Any Note which is to be redeemed only in part shall be surrendered at the
office of the Paying Agent (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Note, without
service charge, a new Note or Note, of any authorized denomination as requested
by such Holder in aggregate principal amount equal to, and in exchange for, the
portion of the principal amount of the Note so surrendered that is not
redeemed.


ARTICLE
12


PAYMENT
OF INTEREST


Section 12.01.        Interest Payments. 
Interest on any Note that is payable, and is punctually paid or duly provided
for, on any applicable Interest Payment Date shall be paid to the Person in
whose name that Note is registered at the Close of Business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose.  Each installment of
interest 



 57
 









payable in Cash on any
Note shall be paid in same-day funds by transfer to an account maintained by
the payee located inside the United States, if the Trustee shall have received
proper wire transfer instructions from such payee not later than the related
Regular Record Date or, if no such instructions have been received by check
drawn on a bank in the United States mailed to the payee at its address set
forth on the Registrar’s books.  In the
case of a Global Note, interest payable on any applicable payment date will be
paid by wire transfer of same-day funds to the Depositary for the purpose of
permitting such party to credit the interest received by it in respect of such
Global Note to the accounts of the beneficial owners thereof.


Section 12.02.        Defaulted Interest. 
Any interest on any Note that is payable, but is not punctually paid or duly
provided for, within 30 days following any applicable payment date (herein
called “Defaulted Interest”, which term shall
include any accrued and unpaid interest that has accrued on such defaulted
amount in accordance with paragraph 1 of the Notes), shall forthwith cease
to be payable to the registered Holder thereof on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in
clause (a) or (b) below.


(a)           The Company may elect to make payment
of any Defaulted Interest to the persons in whose names the Notes are registered
at the Close of Business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Note
and the date of the proposed payment (which shall not be less than 20 days
after such notice is received by the Trustee), and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit on or prior to the
date of the proposed payment, such money when deposited to be held in trust for
the benefit of the persons entitled to such Defaulted Interest as in this
clause provided.  Thereupon the Trustee
shall fix a special record date for the payment of such Defaulted Interest
which shall be not more than 20 days and not less than 15 days prior to the
date of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment (the “Special
Record Date”).  The Trustee
shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Notes at his address as it
appears on the list of Noteholders maintained pursuant to Section 2.05 not
less than 25 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the persons in whose names
the Notes are registered at the Close of Business on such Special Record Date
and shall no longer be payable pursuant to the following clause (b).


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



 58
 









Section 12.03.        Interest Rights Preserved. 
Subject to the foregoing provisions of this Article 12 and
Section 2.06, each Note delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Note shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by
such other Notes.


ARTICLE
13


MISCELLANEOUS


Section 13.01.        Trust Indenture Act of
1939.  This Indenture shall incorporate and be governed by the
provisions of the Trust Indenture Act that are required to be part of and to
govern indentures qualified under the Trust Indenture Act.


Section 13.02.        Noteholder Communications;
Noteholder Actions.  (a) The rights of Holders to communicate
with other Holders with respect to this Indenture or the Notes are as provided
by the Trust Indenture Act, and the Company and the Trustee shall comply with
the requirements of Trust Indenture Act Sections 312(a) and 312(b).  Neither the Company nor the Trustee will be
held accountable by reason of any disclosure of information as to names and
addresses of Holders made pursuant to the Trust Indenture Act.


(a)           (i)            Any
request, demand, authorization, direction, notice, consent to amendment,
supplement or waiver or other action provided by this Indenture to be given or
taken by a Holder (an “act”) may be
evidenced by an instrument signed by the Holder delivered to the Trustee.  The fact and date of the execution of the
instrument, or the authority of the person executing it, may be proved in any
manner that the Trustee deems sufficient.


(i)            The Trustee may make reasonable
rules for action by or at a meeting of Holders, which will be binding on all
the Holders.


(c)           Any act by the Holder of any Note
binds that Holder and every subsequent Holder of a Note that evidences the same
debt as the Note of the acting Holder, even if no notation thereof appears on
the Note.  Subject to paragraph (d),
a Holder may revoke an act as to its Notes, but only if the Trustee receives
the notice of revocation before the date the amendment or waiver or other
consequence of the act becomes effective.


(d)           The Company may, but is not obligated
to, fix a record date (which need not be within the time limits otherwise
prescribed by Trust Indenture Act Section 316(c)) for the purpose of
determining the Holders entitled to act with respect to any amendment or waiver
or in any other regard, except that during the continuance of an Event of
Default, only the Trustee may set a record date as to notices of Default, any
declaration or acceleration or any other remedies or other consequences of the
Event of Default.  If a record date is
fixed, those Persons that were Holders at such record date and only those
Persons will be entitled to act, or to revoke any previous act, whether or not
those Persons continue to be Holders after the record date.  No act will be valid or effective for more
than 90 days after the record date.



 59
 









Section 13.03.        Notices. 
(a) Any notice or communication to the Company will be deemed given if in
writing (i) when delivered in person or (ii) five days after mailing
when mailed by first class mail, or (iii) when sent by facsimile
transmission, with transmission confirmed. 
Any notice to the Trustee will be effective only upon receipt.  In each case the notice or communication
should be addressed as follows:


if to the Company:


Micron Technology, Inc.

8000 South Federal Way

Boise, Idaho 83716

Attention: General Counsel

Tel: (208) 368-4000

Fax: (208) 368-4540


with a copy to:


Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

Attention: John A. Fore

Tel: (650) 493-9300

Fax: (650) 493-6811


if to the Trustee:


Wells Fargo Bank, National Association

Sixth and Marquette

MAC N9303-120

Minneapolis, MN 55479

Attention:  Corporate Trust Services

Tel: (612) 667-2344

Fax: (612) 667-9825


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


(b)           Except as otherwise expressly
provided with respect to published notices, any notice or communication to a
Holder will be deemed given when mailed to the Holder at its address as it
appears on the Register by first class mail or, as to any Global Note registered
in the name of the Depository or its nominee, as agreed by the Company, the
Trustee and the Depository.  Copies of
any notice or communication to a Holder, if given by the Company, will be
mailed to the Trustee at the same time. 
Any defect in mailing a notice or communication to any particular Holder
will not affect its sufficiency with respect to other Holders.



 60
 









(c)           Where this Indenture provides for
notice, the notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and the waiver will be the
equivalent of the notice.  Waivers of
notice by Holders must be filed with the Trustee, but such filing is not a
condition precedent to the validity of any action taken in reliance upon such
waivers.


Section 13.04.        Communication by Holders
with Other Holders.  Noteholders may communicate pursuant to
Section 312(b) of the Trust Indenture Act with other Noteholders with
respect to their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar, the
Paying Agent, the Conversion Agent and anyone else shall have the protection of
Section 312(c) of the Trust Indenture Act.


Section 13.05.        Certificate and Opinion as
to Conditions Precedent.  Upon any request or application by
the Company to the Trustee to take any action under this Indenture, the Company
shall furnish to the Trustee:


(1)           an Officers’ Certificate stating
that, in the opinion of the signers, all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with;
and


(2)           an Opinion of Counsel stating that
all such conditions precedent have been complied with.


Notwithstanding the
foregoing, no such Opinion of Counsel shall be required with respect to the
authentication and delivery of any Initial Notes or Additional Notes.


Section 13.06.        Statements Required in
Certificate or Opinion.  Each certificate or opinion with
respect to compliance with a condition or covenant provided for in this
Indenture must include:


(1)           a statement that each person signing
the certificate or opinion has read the covenant or condition and the related
definitions;


(2)           a brief statement as to the nature
and scope of the examination or investigation upon which the statement or
opinion contained in the certificate or opinion is based;


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


(4)           a statement as to whether or not, in
the opinion of each such person, such condition or covenant has been complied
with, provided that an Opinion of Counsel may
rely on an Officers’ Certificate or certificates of public officials with
respect to matters of fact.


Section 13.07.        Legal Holiday. 
A “Legal Holiday” is any day other than a
Business Day.  If any specified date
(including a date for giving notice) is a Legal Holiday, the action shall be
taken on 



 61
 









the next succeeding day
that is not a Legal Holiday, and, if the action to be taken on such date is a
payment in respect of the Notes, interest shall accrue for the intervening
period.


Section 13.08.        Rules by Trustee, Paying
Agent, Conversion Agent and Registrar.  The Trustee may make
reasonable rules for action by or a meeting of Noteholders.  The Registrar, Conversion Agent and the
Paying Agent may make reasonable rules for their functions.


Section 13.09.        Governing Law. 
THIS INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS
THEREOF).


Section 13.10.        No Adverse Interpretation
of Other Agreements.  This Indenture may not be used to
interpret another indenture or loan or debt agreement of the Company or any
Subsidiary of the Company, and no such indenture or loan or debt agreement may
be used to interpret this Indenture.


Section 13.11.        Successors. 
All agreements of the Company in this Indenture and the Notes will bind its
successors.  All agreements of the
Trustee in this Indenture will bind its successor.


Section 13.12.        Counterparts. 
The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.


Section 13.13.        Severability. 
In case any provision in this Indenture or in the Notes is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.


Section 13.14.        Table of Contents and
Headings.  The Table of Contents, Cross-Reference Table and
headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of this
Indenture and in no way modify or restrict any of the terms and provisions of
this Indenture.


Section 13.15.        No Liability of Directors,
Officers, Employees, Incorporators, Members and Stockholders. 
No director, officer, employee, incorporator, member or stockholder of the
Company, as such, will have any liability for any obligations of the Company
under the Notes or this Indenture or for any claim based on, in respect of, or
by reason of, such obligations.  Each
Holder of Notes by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of the Notes.



 62















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


	
  

  	
  MICRON TECHNOLOGY, INC., as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  W. G. Stover, Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  W. G. Stover, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Vice President of Finance and 

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL 

  
	
   

  	
  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Jane Y. Schweiger

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jane Y. Schweiger

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
							



 


















EXHIBIT A


[FACE OF NOTE]


Micron Technology,
Inc.


1.875% Convertible
Senior Note due June 1, 2014


No. [  ]


CUSIP 595112AH6


ISIN US595112AH62


Micron Technology,
Inc., a Delaware corporation (the “Company,” which
term includes any successor under the Indenture hereinafter referred to), for
value received, promises to pay to Cede & Co. or its registered
assigns, the principal sum [of
          ] [set forth on
Schedule I hereto]* on June 1, 2014.


Initial Interest
Rate: 1.875% per annum.


Interest Payment
Dates: June 1 and December 1, commencing December 1, 2007.


Regular Record
Dates: May 15 and November 15.


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






*              This schedule should be included
only if the Note is a Global Note.



 A-1
 









IN WITNESS
WHEREOF, the Company has caused this Note to be signed manually or by facsimile
by its duly authorized officer.


	
  Date: May 23, 2007

  	
  MICRON TECHNOLOGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


(Form of Trustee’s Certificate of Authentication)


This is one of the 1.875%
Convertible Senior Notes due June 1, 2014 described in the Indenture referred
to in this Note.


	
  

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 



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[REVERSE SIDE OF
NOTE]


Micron Technology,
Inc.


1.875% Convertible
Senior Note due June 1, 2014


1.             Principal and Interest.


The Company
promises to pay the principal of this Note on June 1, 2014.


The Company
promises to pay interest on the principal amount of this Note on each Interest
Payment Date, as set forth on the face of this Note, at the rate of 1.875% per
annum.


Interest will be
payable semiannually (to the holders of record of the Notes at the Close of
Business on the June 1 or December 1 immediately preceding the interest payment
date) on each interest payment date, commencing December 1, 2007.


Interest on this
Note will accrue from the most recent date to which interest has been paid or
provided for on this Note or the Note surrendered in exchange for this Note or,
if no interest has been paid, from May 23, 2007, through the day before
each Interest Payment Date.  Interest
will be computed in the basis of a 360-day year of twelve 30-day months.


The Company will
pay interest on overdue principal, premium, if any, and, to the extent lawful,
interest at a rate per annum that is 1% in excess of 1.875%.  Defaulted Interest shall be paid to the
Persons that are Holders on a Special Record Date, which will established as
set forth in the Indenture referred to below.


2.             Method of Payment.


Subject to the
terms and conditions of the Indenture, the Company shall pay interest on this
Note to the person who is the Holder of this Note at the Close of Business on
the Regular Record Date next preceding the related Interest Payment Date.  The Company will pay any Cash amounts in
money of the United States that at the time of payment is legal tender for
payment of public and private debts.


3.             Paying Agent, Conversion
Agent and Registrar.


Initially, the
Trustee will act as Paying Agent, Conversion Agent and Registrar.  The Company may appoint and change any Paying
Agent, Conversion Agent, Registrar or co-registrar without notice, other
than notice to the Trustee.  The Company
or any of its Subsidiaries or any of their Affiliates may act as Paying Agent,
Conversion Agent, Registrar or co-registrar.  The Company may maintain deposit accounts and
conduct other banking transactions with the Trustee in the normal course of
business.



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4.             Indenture.


This is one of the
Notes issued under an Indenture dated as of May 23, 2007 (as amended from
time to time, the “Indenture”),
between the Company and Wells Fargo Bank, National Association, as Trustee.  Capitalized terms used herein are used as
defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act.  The Notes are subject to
all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in
the event of any inconsistency between the terms of this Note and the terms of
the Indenture, the terms of the Indenture will control.  The Notes are general unsecured obligations
of the Company.


5.             Repurchase at the Option
of the Holders upon Change in Control.


Upon the
occurrence of a Change in Control, a Holder has the right, at such Holder’s
option, to require the Company to repurchase all of such Holder’s Notes or any
portion thereof (in principal amounts of $1,000 or integral multiples thereof)
on the Repurchase Date at a price equal to the Repurchase Price.


6.             Redemption at the Option
of the Company.


No sinking fund is
provided for the Notes.  The Notes are
redeemable as a whole, or from time to time in part, at any time commencing on
June 6, 2011 at the option of the Company if the Closing Price of the Company’s
Common Stock has been greater than or equal to 130% of Conversion Price then in
effect for at least 20 Trading Days during any 30 consecutive Trading Day
period ending within five Trading Days prior to the date on which the
Company provides notice of redemption. 
The redemption price (the “Redemption Price”)
for any such redemption is equal to 100%, expressed as a percentage of the
Principal Amount of Notes to be redeemed, together with accrued and unpaid
interest to, but excluding, the Redemption Date.


7.             Conversion.


Subject to the
provisions of the Indenture, the Holder hereof has the right, at its option,
during certain periods and upon the occurrence of certain conditions specified
in the Indenture, prior to the close of business on the Business Day
immediately preceding the Maturity Date, to convert this Note or portion
thereof that is $1,000 or an integral multiple thereof, into Common Stock, Cash
or a combination thereof, at the Company’s election, at a Conversion Rate
specified in the Indenture, as adjusted from time to time as provided in the
Indenture.


8.             Defaults and Remedies.


Subject to certain
exceptions, if an Event of Default, other than a Bankruptcy Default, occurs and
is continuing under the Indenture, the Trustee or the Holders of at least 25%
in aggregate of the outstanding principal amount of the Notes, by written
notice to the Company (and to the Trustee if the notice is given by the
Holders), may, and the Trustee at the request of such Holders 



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may, declare the
principal of and accrued interest on the Notes to be immediately due and
payable.  Upon a declaration of
acceleration, such principal and interest will become immediately due and
payable.  If a Bankruptcy Default occurs,
the principal of and accrued interest on the Notes then outstanding will become
immediately due and payable automatically without any declaration or other act
on the part of the Trustee or any Holder.


9.             Amendment and Waiver.


Subject to certain
exceptions set forth in the Indenture, the Indenture and the Notes may be
amended, or default may be waived, with the consent of the Holders of a
majority in principal amount of the outstanding Notes.  Without notice to or the consent of any
Holder, the Company and the Trustee may amend or supplement the Indenture or
this Note to, among other things, cure any ambiguity, omission, defect or
inconsistency in the Indenture or this Note that does not adversely affect the
rights of any Holder of the Notes.


10.           Registered Form;
Denominations; Transfer; Exchange.


The Notes are in
registered form without coupons in denominations of $1,000 principal amount and
integral multiples of $1,000.  A Holder
may register the transfer or exchange of Notes in accordance with the
Indenture.  The Trustee may require a
Holder to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees as set forth in the Indenture.  Pursuant to the Indenture, there are certain
periods during which the Trustee will not be required to issue, register the
transfer of or exchange any Note or certain portions of a Note.


11.           Persons Deemed Owners.


The registered
Holder of this Note may be treated as the owner of this Note for all purposes.


12.           Unclaimed Money or Notes.


Subject to
applicable abandoned property law, the Trustee and each Paying Agent shall pay
or deliver, as the case may be, to the Company upon request any money, Common
Stock or other consideration held by them for the payment of the principal
amount of (including the relevant Repurchase Price or Redemption Price) and
interest on, or the amount due in connection with any conversion of, this Note
that remains unclaimed for two years after a right to such money, Common Stock
or other consideration has matured.


13.           Trustee Dealings with the
Company.


The Trustee, in
its individual or any other capacity, may become the owner or pledgee of this
Note and may otherwise deal with the Company or its Affiliates with the same
rights it would have if it were not the Trustee.  Any Agent may do the same with like rights.  However, the Trustee is subject to Trust
Indenture Act Sections 310(b) and 311.



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14.           No Recourse Against Others.


No director,
officer, employee, incorporator, member or stockholder of the Company, as such,
will have any liability for any obligations of the Company under this Note or
the Indenture or for any claim based on, in respect of, or by reason of, such
obligations.  Each Holder of this Note by
accepting this Note waives and releases all such liability.  The waiver and release are part of the
consideration for issuance of this Note.


15.           Authentication.


This Note shall
not be valid until an authorized officer of the Trustee signs manually the
Trustee’s Certificate of Authentication on the other side of this Note.


16.           Governing Law.


THE INDENTURE AND
THE NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF NEW YORK, AND
FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK
(WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).


17.           Abbreviations.


Customary
abbreviations may be used in the name of a 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 U/G/M/A/ (= Uniform Gifts to Minors Act).


The Company will
furnish a copy of the Indenture to any Holder upon written request and without
charge.



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[FORM OF TRANSFER
NOTICE]


FOR VALUE RECEIVED
the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto


Insert Taxpayer
Identification No.


	
  

  
	
   

  
	
   

  
	
  Please print or
  typewrite name and address including zip code of assignee

  
	
   

  
	
   

  
	
  the within Note and all rights thereunder, hereby
  irrevocably constituting and appointing

  
	
   

  
	
   

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

  



 


	
   

  	
  Your Signature:

  
	
   

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the

  
	
   

  	
  other side of this Note)

  
	
   

  	
   

  
	
  *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.



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Micron Technology, Inc.

8000 South Federal Way

Boise, Idaho  83716

Attention:  General Counsel

Fax:  (208) 368-4540


Wells Fargo Bank,
National Association

Sixth and Marquette

MAC N9303-120

Minneapolis, MN  55479

Attention:  Corporate Trust Services

Fax:  (612) 667-9825


CONVERSION
NOTICE


To convert this
Note, check the box: o


To convert only
part of this Note, state the principal amount to be converted (must be $1,000
principal amount or an integral multiple of $1,000 principal amount): $                .


If you want the
Cash paid to another person or the stock certificate, if any, made out in
another person’s name, fill in the form below:


(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
Note 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 Note)

  



 



 A-8
 









*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.



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Schedule I*


No. [    ]


The initial
principal amount of this Global Note is $1,300,000,000.


	
  Date

  	
   

  	
  Principal Amount of this

  Global Note

  	
   

  	
  Notation Explaining

  Change in Principal

  Amount

  	
   

  	
  Authorized Signature of

  Trustee

  
	
       

  	
   

  	
       

  	
   

  	
       

  	
   

  	
       

  
	
       

  	
   

  	
       

  	
   

  	
       

  	
   

  	
       

  
	
       

  	
   

  	
       

  	
   

  	
       

  	
   

  	
       

  



 






*      This schedule should be included only if
the Note is a Global Note.



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EXHIBIT B


DTC LEGEND


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.


TRANSFERS OF THIS GLOBAL
NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF
CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.



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