EXECUTION VERSION




 





 





 



 


 


 


 


 


REDWOOD TRUST, INC.


as Issuer


AND


 


WILMINGTON TRUST, NATIONAL ASSOCIATION


as Trustee


 


____________________


 


First Supplemental Indenture


 


Dated as of March 6, 2013


 


to


 


Indenture dated as of March 6, 2013


 


___________________


 


4.625% Convertible Senior Notes due 2018


 


 


 


 


 


 



 




    	 



    	 



    

 


TABLE OF CONTENTS


 





	 	 	Page
	Article I. Certain Definitions and Provisions of General Application	1
	 	 
	Section 1.01	Definitions	1
	Section 1.02	Conflicts With Base Indenture	6
	Section 1.03	Section References	6
	 	 	 
	Article II. The Notes	6
	 	 
	Section 2.01	Designation and Terms of Notes	6
	Section 2.02	Denominations	7
	Section 2.03	Form and Dating	7
	Section 2.04	Conversion Agent	8
	Section 2.05	Ranking	8
	Section 2.06	Further Issues; Repurchases	8
	 	 	 
	Article III. Particular Covenants of the Company	9
	 	 
	Section 3.01	Payment of Principal and Interest; Method of Payment	9
	Section 3.02	Provisions as to Paying Agent	10
	Section 3.03	SEC Filings and Reports	11
	Section 3.04	Additional Interest	11
	 	 	 
	Article IV. Repurchase at Option of the Holder	11
	 	 	 
	Section 4.01	Repurchase at the Option of the Holder Upon a Fundamental Change	11
	 	 	 
	Article V. Conversion of Notes	15
	 	 	 
	Section 5.01	Right to Convert	15
	Section 5.02	Conversion Procedures	15
	Section 5.03	Settlement Upon Conversion	16
	Section 5.04	Adjustment of Conversion Rate	18
	Section 5.05	Recapitalizations, Reclassifications and Changes of Shares of Common Stock	27
	Section 5.06	Adjustments of Prices	27
	Section 5.07	Adjustment to Shares Delivered Upon Conversion Upon Make-Whole Fundamental Changes	28
	Section 5.08	Taxes on Shares Issued	29
	Section 5.09	Reservation of Shares; Shares to be Fully Paid; Compliance with Governmental Requirements	29
	Section 5.10	Responsibility of Trustee	29
	Section 5.11	Stockholder Rights Plan	30
	Section 5.12	Company Determination Final	30
	 	 	 
	Article VI. no Redemption; no sinking fund	30
	 	 
	Section 6.01	No Redemption	30
	Section 6.02	No Sinking Fund	30
	 	 	 



 






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	Article VII. Remedies	31
	 	 
	Section 7.01	Events of Default	31
	Section 7.02	Acceleration of Maturity; Rescission and Annulment	32
	Section 7.03	Collection of Indebtedness and Suits for Enforcement by Trustee	33
	Section 7.04	Trustee May File Proofs of Claim	34
	Section 7.05	Trustee May Enforce Claims Without Possession of Notes	34
	Section 7.06	Application of Money Collected	34
	Section 7.07	Limitation on Suits	34
	Section 7.08	Unconditional Right of Holders to Receive Principal and Interest and to Convert	35
	Section 7.09	Restoration of Rights and Remedies	35
	Section 7.10	Rights and Remedies Cumulative	35
	Section 7.11	Delay or Omission Not Waiver	36
	Section 7.12	Control by Holders	36
	Section 7.13	Waiver of Past Defaults and Rescission	36
	Section 7.14	Undertaking for Costs	37
	Section 7.15	Notice of Default	37
	Section 7.16	Interest on Overdue Payments	37
	 	 	 
	Article VIII. Consolidation, Merger, Conveyance, Transfer or Lease	37
	 	 	 
	Section 8.01	Company May Consolidate, Etc., Only on Certain Terms	37
	Section 8.02	Successor Substituted	38
	 	 	 
	Article IX. Satisfaction and Discharge	38
	 	 	 
	Section 9.01	Satisfaction and Discharge of Indenture	38
	 	 	 
	Article X. Supplemental Indentures	39
	 	 	 
	Section 10.01	Supplemental Indentures	39
	Section 10.02	Supplemental Indentures Without Consent of Holders	39
	Section 10.03	Supplemental Indentures with Consent of Holders	40
	Section 10.04	Notices of Supplemental Indentures	41
	 	 	 
	Article XI. Miscellaneous	41
	 	 	 
	Section 11.01	Governing Law	41
	Section 11.02	Calculations in Respect of Notes	41
	Section 11.03	No Representations or Warranties by the Trustee	42
	Section 11.04	Payments on Business Days Only.	42











 


Signatures


Schedule A


Exhibit A




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FIRST SUPPLEMENTAL INDENTURE, dated as of
March 6, 2013 (“Supplemental Indenture”), to the Indenture, dated as of March 6, 2013 (as amended, modified
or supplemented from time to time in accordance therewith, the “Base Indenture” and, as amended, modified
and supplemented by this Supplemental Indenture, the “Indenture”), by and among REDWOOD TRUST, INC., a Maryland
corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as
trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


WHEREAS, pursuant to the terms of the Indenture,
the Company desires to provide for the establishment of a new series of its Securities to be known as its “4.625% Convertible
Senior Notes due 2018” (the “Notes”), the form and substance of the Notes and the terms, provisions and
conditions thereof to be set forth as provided in the Indenture.


 


NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the Holders thereof, it is mutually agreed,
for the benefit of the Company and the equal and proportionate benefit of all Holders of the Notes, as follows:


 


Article
I.

Certain Definitions and Provisions of General Application


 


Section 1.01Definitions.
Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Base Indenture.


 


As used herein, the following terms have
the specified meanings:


 


“Act” means any request,
demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders
that may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person
or by their agents duly appointed in writing.


 


“Additional Interest”
has the meaning specified in 7.02(a).


 


“Additional Notes” means
an unlimited maximum aggregate principal amount of Notes (other than the Initial Notes) issued under this Supplemental Indenture.


 


“Additional Shares” has
the meaning specified in Section 5.07(a).


 


“Applicable Procedures”
with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of
DTC or any successor Depositary, in each case to the extent applicable to such transaction and as in effect from time to time.


 


“Business Day” means,
notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, any day other than a Saturday, a Sunday or a day
on which banking institutions are authorized or required by law or executive order to close or to be closed in the City of New
York.


 






    	 



    	 



    
 


“Capital Stock” means
any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.


 


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


 


“Common Equity” of any
corporation means the common stock, common equity interests, ordinary shares or depositary shares or other certificates representing
common equity interests of such corporation.


 


“Common Stock” means
the shares of common stock, par value $0.01 per share, of the Company as they exist on the date of this Supplemental Indenture
or any other shares of Capital Stock of the Company into which the Common Stock shall be reclassified or changed or, in the event
of a merger, consolidation or other similar transaction involving the Company that is otherwise permitted hereunder in which the
Company is not the surviving corporation, the Common Equity of such surviving corporation or its direct or indirect parent corporation.


 


“Company”, notwithstanding
anything to the contrary in Section 1.01 of the Base Indenture, has the meaning specified in the first paragraph of this Supplemental
Indenture, and subject to the provisions of Section 9.01, shall include its successors and assigns.


 


“Conversion Agent” has
the meaning specified in Section 2.04.


 


“Conversion Date” has
the meaning specified in Section 5.02(b).


 


“Conversion Notice” has
the meaning specified in Section 5.02(a).


 


“Conversion Price” means
at any time the amount equal to $1,000 divided by the then applicable Conversion Rate.


 


“Conversion Rate” means
initially 41.1320 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as set forth herein.


 


“corporation” means a
corporation, association, company, joint-stock company or business trust.


 


“Depositary”, notwithstanding
anything to the contrary in Section 1.01 of the Base Indenture, has the meaning specified in Section 2.03(b).


 


“Dividend Threshold Amount”
has the meaning specified in Section 5.04(d).


 


“DTC” means The Depository
Trust Company, a New York corporation, or any successor Depositary.


 


“Effective Date” means
the date on which a Make-Whole Fundamental Change occurs or becomes effective.


 


“Event of Default” has
the meaning specified in Section 7.01.


 






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“Ex-Dividend Date” means
the first date on which the shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way,
without the right to receive the issuance, dividend or distribution in question from the Company or, if applicable, from the seller
of the Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.


 


“Expiration Date” has
the meaning specified in Section 5.04(e).


 


“Fundamental Change”
will be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:


 


(1)a “person” or “group”
within the meaning of Section 13(d) of the Exchange Act other than the Company, its Subsidiaries and its and their employee benefit
plans, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing, or the Company otherwise becomes
aware, that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under
the Exchange Act, of the Company’s Common Equity representing more than 50% of the voting power of the Company’s Common
Equity;


 


(2)the consummation of (A) any recapitalization,
reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination) as a result of
which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share
exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or
other property; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially
all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any person other than one of the Company’s
Subsidiaries; provided, however, that a transaction described in clause (A) or (B) in which the holders of all classes
of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes
of the Company’s Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately
after such transaction in substantially the same proportions (relative to each other) as such ownership immediately prior to such
transaction shall not be a Fundamental Change pursuant to this clause (2);


 


(3)the Company’s stockholders approve
any plan or proposal for its liquidation or dissolution; or


 


(4)the Common Stock (or other common stock
or common equity interests underlying the Notes) ceases to be listed or quoted on any of The New York Stock Exchange, The NASDAQ
Global Select Market or The NASDAQ Global Market (or any of their respective successors).


 


A transaction or transactions described
in clauses (1) or (2) above will not constitute a Fundamental Change, however, if at least 90% of the consideration received or
to be received by holders of the Common Stock, excluding cash payments for fractional shares and cash payments made pursuant to
dissenters’ appraisal rights, in connection with such transaction or transactions consists of shares of common stock or common
equity interests listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market
or (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction
or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration, excluding
cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights, pursuant to this Indenture.


 






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“Fundamental Change Expiration
Time” has the meaning specified in Section 4.01(c).


 


“Fundamental Change Repurchase
Date” has the meaning specified in Section 4.01(a).


 


“Fundamental Change Repurchase
Notice” has the meaning specified in Section 4.01(a).


 


“Fundamental Change Repurchase
Price” has the meaning specified in Section 4.01(a).


 


“Fundamental Change Repurchase
Right Notice” has the meaning specified in Section 4.01(b).


 


“Global Note” means a
Note that is a Global Security.


 


“Initial Notes” has the
meaning specified in Section 2.01.


 


“Interest Payment Date”
means each April 15 and October 15 of each year, beginning October 15, 2013.


 


“Last Reported Sale Price”
of the Common Stock on any date means the closing per-share sale price (or if no closing per-share sale price is reported, the
average of the last bid and ask prices or, if more than one in either case, the average of the average last bid and the average
last ask prices) on that date as reported in composite transactions on principal U.S. national securities exchange or market on
which the Common Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, the “Last
Reported Sale Price” of the Common Stock will be the last quoted bid price per share of the Common Stock in the over-the-counter
market on the relevant Trading Day as reported by OTC Markets Group Inc. or another similar organization selected by the Company.
If the Common Stock is not so quoted, the “Last Reported Sale Price” of the Common Stock will be the average of the
midpoint of the last bid and ask prices for shares of the Common Stock on the relevant date from each of at least three nationally
recognized independent investment banking firms selected by the Company for this purpose, which may include one or more of the
Underwriters.


 


“Make-Whole Fundamental Change”
means any transaction or event that constitutes a Fundamental Change, after giving effect to any exceptions or exclusions under
the definition of Fundamental Change, but without regard to the proviso in clause (2) of the definition of Fundamental Change.


 


“Market Disruption Event”
means the occurrence or existence on any Scheduled Trading Day for the Common Stock of any suspension or limitation imposed on
trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or
in any options, contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists
at any time within the 30 minutes prior to the closing time of the relevant exchange on such day.


 






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“Merger Event” has the
meaning specified in Section 5.05.


 


“Note” and “Notes”
have the meaning specified in the Recitals and include the Initial Notes and any Additional Notes. The Initial Notes and Additional
Notes shall be treated as a single class for all purposes under this Indenture. The term “Note” in this Indenture shall
refer to each $1,000 principal amount of Notes.


 


“Open of Business” means
9:00 a.m. New York City time.


 


“Ownership Limitation”
means the limitation on beneficial ownership of shares of the Common Stock, in number of shares or value, of the outstanding shares
of Common Stock contained in the Company’s charter, as amended.


 


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


 


“Reference Property”
has the meaning specified in Section 5.05.


 


“Regular Record Date”
has the meaning specified in Section 3.01(b).


 


“Reporting Event of Default”
has the meaning specified in Section 7.02(a).


 


“Scheduled Trading Day”
means a day that is scheduled to be a Trading Day on the principal U.S. national securities exchange or market on which the Common
Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “Scheduled Trading
Day” means a Business Day.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Securities Custodian”
means the Trustee, as custodian with respect to the Global Note, or any successor thereto.


 


“Significant Subsidiaries”
means, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, a subsidiary that is a “significant
subsidiary” as defined under Rule 1-02(w) of Regulation S-X under the Exchange Act; provided that, in the case of a Subsidiary
that meets the criteria of clause (3) of the definition thereof but not clause (1) or (2) thereof, such Subsidiary shall not be
deemed to be a Significant Subsidiary unless the Subsidiary’s income from continuing operations before income taxes, extraordinary
items and cumulative effect of a change in accounting principle exclusive of amounts attributable to any non-controlling interests
for the last completed fiscal year prior to the date of such determination exceeds $25,000,000.


 






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“Spin-Off” has the meaning
specified in Section 5.04(c)(iii).


 


“Stated Maturity” means,
with respect to the Notes, April 15, 2018.


 


“Stock Price” has the
meaning specified in Section 5.07(b).


 


“Trading Day” means a
day during which (i) trading in the Common Stock generally occurs on a U.S. national securities exchange and (ii) there is no Market
Disruption Event. If the Common Stock is not so traded, “Trading Day” means a Business Day.


 


“Underwriters” means
the underwriters listed in Schedule 1 to the Underwriting Agreement.


 


“Underwriting Agreement”
means the Underwriting Agreement, dated February 28, 2013, between the Company and J.P. Morgan Securities LLC and Barclays Capital
Inc., as representatives of the several Underwriters.


 


“Valuation Period” has
the meaning specified in Section 5.04(c).


 


Section 1.02Conflicts
With Base Indenture. If any provision of this Supplemental Indenture limits, qualifies or conflicts with a provision
of the Base Indenture, such provision of this Supplemental Indenture shall control.


 


Section 1.03Section
References. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits,
Annexes and Schedules of this Supplemental Indenture unless otherwise specified.


 


Article
II.

The Notes


 


Section 2.01Designation
and Terms of Notes. There is hereby created and designated a series of Securities under the Base Indenture: the
title of the Notes shall be “4.625% Convertible Senior Notes Due 2018.” The changes, modifications and supplements
to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of,
the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental
indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.


 


The aggregate principal amount of the Notes
that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial Notes”) shall
be limited to $287,500,000, subject to increase as set forth in Section 2.06.


 


The Notes shall mature on the Stated Maturity.


 






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Principal and interest (including Additional
Interest, if any) on Global Notes shall be payable in the manner set forth in Section 3.01.


 


The Notes shall be convertible as provided
in Article V.


 


Section 2.02Denominations.
The Notes shall be issuable only in fully registered form without interest coupons and only in minimum denominations of $1,000
and any integral multiple thereof.


 


Section 2.03Form
and Dating. (a) The Notes and the corresponding Trustee’s certificate of authentication shall be substantially
in the respective forms set forth in Exhibit A, which Exhibit is incorporated in and made part of this Indenture. The Notes
may have notations, legends or endorsements required by law, exchange rule, Applicable Procedures or usage. The Company shall provide
any such notations, legends or endorsements to the Trustee in writing. Each Note shall be dated the date of its authentication.


 


(a)Global Notes.


 


(i)All of the Notes shall be
issued initially in the form of one or more Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented
thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian for the depositary, DTC (such depositary, or any
successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee,
Cede & Co., or as otherwise instructed by the Depositary duly executed by the Company and authenticated by the Trustee as hereinafter
provided. A Global Note may be transferred, in whole or in part, only to another nominee of the Depositary or to a successor of
the Depositary or its nominee. Beneficial interest in a Global Note may be held directly through the Depositary if such Holder
is a participant in the Depositary, or indirectly through organizations that are participants in the Depositary. Transfers between
participants shall be effected in the ordinary way in accordance with Applicable Procedures and shall be settled in clearing house
funds. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on
the records of the Securities Custodian and the Depositary as hereinafter provided, subject in each case to compliance with the
Applicable Procedures and the provisions of this Indenture.


 


(ii)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, repurchases or conversions 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 Applicable Procedures and shall
be made on the records of the Trustee and the Depositary.


 






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(b)Certificated Notes. Notwithstanding
anything to the contrary in Section 2.14(b) of the Base Indenture, beneficial interests in a Global Note may be exchanged for certificated
Notes:


 


(i)If (x) the Depositary
for such Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at
any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails
to appoint a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event or (y) the
Company executes and delivers to the Trustee an Officer’s Certificate to the effect that such Global Note shall be so exchangeable;


 


(ii)If an Event of Default
has occurred and is continuing; or


 


(iii)If the holder of such
beneficial interest and the Company agree to such exchange.


 


Section 2.04Conversion
Agent. The Company shall maintain an office or agency where Notes may be presented for conversion (the “Conversion
Agent”). The Company will give prompt written notice to the Trustee of the name and address, and any change in the name
or address, of the Conversion Agent. If at any time the Company shall fail to maintain the Conversion Agent or shall fail to furnish
the Trustee with the name and address thereof, such presentations may be made at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such presentations.


 


The Company hereby initially appoints the
Trustee as Registrar, Paying Agent and Conversion Agent in connection with the Notes.


 


Section 2.05Ranking.
The obligations of the Company arising under or in connection with this Indenture and every outstanding Note issued under this
Indenture from time to time constitute and shall constitute a general unsecured senior obligation of the Company, ranking equally
with existing and future senior unsecured indebtedness of the Company and ranking senior in right of payment to any existing and
future indebtedness of the Company that is expressly made subordinate to the Notes by the terms of such indebtedness.


 


Section 2.06Further
Issues; Repurchases. The Company may, without the consent of the Holders, issue Additional Notes in an unlimited aggregate
principal amount under the Indenture with the same terms as the Initial Notes; provided, that if the Additional Notes are
not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes will be issued as, and
treated for all purposes of the Indenture as part of, a separate series under the Indenture and will have a separate CUSIP number.
In addition, the Company may at any time and from time to time repurchase Notes by tender offer, open market purchases, negotiated
transactions or otherwise, in accordance with applicable securities laws without giving prior notice to or obtaining any consent
of the Holders. The Company shall cause any Notes repurchased by the Company pursuant to the foregoing sentence or otherwise (other
than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation and
such Notes will no longer be Outstanding under the Indenture upon their repurchase.


 






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Article
III.

Particular Covenants of the Company


 


Subject to Section 1.02 and except as provided
in this Article III, the provisions of Article IV of the Base Indenture, as supplemented by the provisions of this Supplemental
Indenture, shall apply to the Notes.


 


Section 3.01Payment
of Principal and Interest; Method of Payment. This Section 3.01 shall, with respect to the Notes, replace Section
4.01 of the Base Indenture in its entirety.


 


The Company covenants and agrees that it
shall duly and punctually pay or cause to be paid the principal of and interest (including Additional Interest, if any), on each
of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.


 


(a)The Notes will bear interest at a rate
of 4.625% per year. Interest on the Notes will accrue from and including the initial date of issuance, or from the most recent
date to which interest has been paid or duly provided for. Interest will be payable semiannually in arrears on each Interest Payment
Date beginning October 15, 2013. Pursuant to Section 7.02 of this Indenture, in certain circumstances, the Holders of Notes shall
be entitled to receive Additional Interest.


 


(b)Interest (including Additional Interest,
if any) will be paid to the person in whose name a Note is registered at the Close of Business on April 1 or October 1, as the
case may be (the “Regular Record Date”), immediately preceding the relevant Interest Payment Date. Interest
on the Notes will be computed on the basis of a 360-day year composed of twelve 30-day months.


 


(c)The Company will pay the principal
of certificated Notes at the office or agency designated by the Company. The Company has initially designated a Corporate Trust
Office of the Trustee as its Paying Agent and Registrar as a place where Notes may be presented for payment for or registration
of transfer. The Company will pay any interest on any certificated Note to the Holder of such Note (i) if such Holder holds $2,000,000
or less aggregate principal amount of Notes, by check mailed to such Holder’s registered address, and (ii) if such Holder
holds more than $2,000,000 aggregate principal amount of Notes, (A) by check mailed to such Holder’s registered address or,
(B) if such Holder delivers to the Registrar a written request that the Company make such payments by wire transfer to an account
of such Holder within the United States, for each interest payment corresponding to each Regular Record Date occurring during the
period beginning on the date on which such Holder delivered such request and ending on the date, if any, on which such Holder delivers
to the Registrar a written instruction to the contrary, by wire transfer of immediately available funds to the account specified
by such Holder.


 


The Company shall pay the principal of,
and interest on Global Notes in immediately available funds to the Depositary.


 






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Section 3.02Provisions
as to Paying Agent.


 


(a)If the Company shall appoint a Paying
Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to
execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 3.02 that such Paying Agent will:


 


(i)comply with the duties applicable
to a paying agent under the TIA; and


 


(ii)during the continuance of
any Default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such.


 


The Company shall, on or before each due
date of the principal of (excluding any Fundamental Change Repurchase Price with respect to), or interest (including Additional
Interest, if any) on, the Notes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date
for such payment) sufficient to pay such principal or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due
date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date.


 


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


 


(c)Anything in this Section 3.02 to the
contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture,
or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder
as required by this Section 3.02, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by
the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with
respect to such sums.


 


(d)Anything in this Section 3.02 to the
contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.02 is subject to Section 8.05 of the
Base Indenture.


 


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


 






    	10



    	 



    
 


Section 3.03SEC
Filings and Reports. This Section 3.03 shall, with respect to the Notes, replace Section 4.02 of the Base Indenture
in its entirety.


 


The Company covenants that any documents
or reports that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or to otherwise
comply with Section 314(a) of the TIA shall be filed by the Company (with a copy to the Trustee) within 15 calendar days after
the same are required to be filed with the SEC (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act
or any other similar or successor provision). Documents filed by the Company pursuant to the SEC’s “EDGAR” system
(or any successor electronic filing system) shall be deemed to constitute “filing” with the Trustee for purposes of
this Section 3.03. If at any time the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall provide the Trustee and the Holders with annual and quarterly reports containing substantially the same
information as would have been required to be filed with the SEC had the Company continued to have been subject to such reporting
requirements. In such event, such annual and quarterly reports shall be provided at the times the Company would have been required
to provide reports had it continued to have been subject to such reporting requirements. 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 Officer’s Certificates).


 


Section 3.04Additional
Interest. If at any time Additional Interest becomes payable by the Company pursuant to Section 7.02, the Company
shall promptly deliver to the Trustee a certificate to that effect and stating (i) the amount of such Additional Interest that
is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee
receives such a certificate, the Trustee may assume without inquiry that no Additional Interest is payable. If the Company has
paid Additional Interest directly to the Persons entitled to such Additional Interest, the Company shall deliver to the Trustee
a certificate setting forth the particulars of such payment.


 


Article
IV.

Repurchase at Option of the Holder


 


Section 4.01Repurchase
at the Option of the Holder Upon a Fundamental Change.


 


(a)If a Fundamental Change occurs at any
time, the Holders shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s
Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, on a date (the
“Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 Business Days and not
more than 35 Business Days after the date of the Fundamental Change Repurchase Right Notice at a repurchase price equal to 100%
of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the Fundamental
Change Repurchase Date, unless such Fundamental Change Repurchase Date falls after a Regular Record Date for an Interest Payment
Date and on or prior to the corresponding Interest Payment Date, in which case the Company will pay the full amount of accrued
and unpaid interest payable on such Interest Payment Date to the Holder of record at the Close of Business on such Regular Record
Date (the “Fundamental Change Repurchase Price”). Any Notes repurchased by the Company will be paid for in cash.


 






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Repurchases of Notes under this Section
4.01 shall be made, at the option of the Holder thereof, upon:


 


(i)if the Notes are held in
certificated form, delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed notice
(the “Fundamental Change Repurchase Notice”) in the form set forth on the reverse of the Note or, if the Notes
are Global Notes, a notice that complies with the Applicable Procedures, prior to the Close of Business on the second Scheduled
Trading Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law; and


 


(ii)delivery or book-entry transfer
of the Notes (together with all necessary endorsements) to the Trustee (or other Paying Agent appointed by the Company) at any
time after delivery of the Fundamental Change Repurchase Notice and prior to the Close of Business on the second Scheduled Trading
Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law, at the Corporate
Trust Office of the Trustee (or other Paying Agent appointed by the Company), such delivery being a condition to receipt by the
Holder of the Fundamental Change Repurchase Price therefor; provided that such Fundamental Change Repurchase Price shall
be so paid pursuant to this Section 4.01 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company)
shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice.


 


The Fundamental Change Repurchase Notice
shall state:


 


(A)if certificated, the certificate
numbers of Notes to be delivered for repurchase;


 


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


 


(C)that the Notes are to be repurchased
by the Company pursuant to the applicable provisions of the Notes and this Indenture.


 


provided, however, that if the Notes are Global
Notes, the Fundamental Change Repurchase Notice must comply with the Applicable Procedures.


 


Any repurchase by the Company contemplated
pursuant to the provisions of this Section 4.01 shall be consummated by the delivery of the consideration to be received by the
Holder in accordance with Section 4.01(d).


 






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The Trustee (or other Paying Agent appointed
by the Company) shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice
of withdrawal thereof in accordance with the provisions of subsection (c) of this Section 4.01.


 


Any certificated Note that is to be repurchased
only in part shall be surrendered to the Trustee (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 his attorney
duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery
to the Holder of such certificated Note without service charge, a new certificated Note or new certificated Notes, containing identical
terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased
portion of the principal of the certificated Note so surrendered.


 


(b)After the occurrence of a Fundamental
Change, but on or before the 15th day following such occurrence, the Company shall provide to all Holders and the Trustee
and Paying Agent a notice (the “Fundamental Change Repurchase Right Notice”) of the occurrence of such Fundamental
Change and of the resulting repurchase right, if any, at the option of the Holders arising as a result thereof.


 


Each Fundamental Change Repurchase Right
Notice shall specify:


 


(i)the events causing the Fundamental
Change and whether such Fundamental Change also constitutes a Make-Whole Fundamental Change;


 


(ii)the date of the Fundamental
Change;


 


(iii)the last date on which
a Holder may exercise its repurchase rights under Section 4.01, if applicable;


 


(iv)the Fundamental Change Repurchase
Price;


 


(v)the Fundamental Change Repurchase
Date;


 


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


 


(vii)that the Notes are eligible
to be converted, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;


 


(viii)that the Notes with respect
to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the
Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and


 


(ix)the procedures the Holder
must follow to require the Company to repurchase its Notes under Section 4.01, if applicable.


 






    	13



    	 



    
 


No failure of the Company to give the foregoing
notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the
repurchase of the Notes pursuant to this Section 4.01.


 


(c)A Fundamental Change Repurchase Notice
may be withdrawn in whole or in part by means of a written notice of withdrawal delivered to the Paying Agent in accordance with
the Fundamental Change Repurchase Right Notice at any time prior to the Close of Business on the second scheduled Trading Day prior
to the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), specifying:


 


(i)the principal amount of the
withdrawn Notes;


 


(ii)if certificated Notes have
been issued, the certificate numbers of the withdrawn Notes; and


 


(iii)the principal amount, if
any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal
amounts of $1,000 or an integral multiple of $1,000;


 


provided, however, that if the Notes are Global Notes,
the notice must comply with the Applicable Procedures.


 


(d)On or prior to 11:00 a.m., New York
City time, on the Fundamental Change Repurchase Date, the Company shall deposit with the Trustee (or other Paying Agent appointed
by the Company or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust) an amount of money
sufficient to repurchase on the Fundamental Change Repurchase Date all of the Notes to be repurchased on such date at the Fundamental
Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company),
payment for Notes properly surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time shall
be made promptly after the later of (x) the Fundamental Change Repurchase Date with respect to such Note (provided the Holder has
satisfied the conditions to the payment of the Fundamental Change Repurchase Price in this Section 4.01), or (y) the time of book-entry
transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in
the manner required by this Section 4.01 in accordance with the provisions in Section 3.01(c). The Trustee shall, promptly after
such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase
Price.


 


(e)Subject to a Holder’s right to
receive interest on the related Interest Payment Date where the Fundamental Change Repurchase Date, as applicable, falls between
a Regular Record Date and the Interest Payment Date to which it relates, if the Trustee (or other Paying Agent appointed by the
Company) holds money or securities sufficient to pay the Fundamental Change Repurchase Price on the Fundamental Change Repurchase
Date, then (i) such Notes shall cease to be outstanding and interest shall cease to accrue on such Notes, whether or not book-entry
transfer of the Notes is made or whether or not the Notes are delivered to the Paying Agent, and (ii) all other rights of the Holders
of such Notes shall terminate other than the right to receive the Fundamental Change Repurchase Price and previously accrued and
unpaid interest, if any, upon delivery or book-entry transfer of the Notes.


 






    	14



    	 



    
 


(f)No Notes may be repurchased at the
option of Holders on any date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded,
on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the applicable
Fundamental Change Repurchase Price with respect to such Notes).


 


(g)In connection with any repurchase offer
upon the occurrence of a Fundamental Change, the Company shall, if required:


 


(i)comply with the provisions
of the tender offer rules under the Exchange Act that may then be applicable;


 


(ii)file a Schedule TO or any
successor or similar schedule, if required, under the Exchange Act; and


 


(iii)otherwise comply with all
federal and state securities laws in connection with any offer by the Company to repurchase the Notes,


 


in each case, so as to permit the rights and obligations under
this Article IV to be exercised in the time and in the manner specified in this Indenture.


 


(h)Notwithstanding anything to the contrary
in this Article IV, the Company will not be required to make an offer to repurchase the Notes upon a Fundamental Change if
a third party makes such an offer to repurchase in the manner, at the times and otherwise in compliance with the requirements set
forth in this Article IV applicable to an offer to repurchase made by the Company and such third party purchases all Notes
properly tendered and not validly withdrawn under such offer.


 


Article
V.

Conversion of Notes


 


Section 5.01Right
to Convert. Subject to and upon compliance with the procedures for conversion set forth in this Article V, a Holder
shall have the right, at such Holder’s option, to convert the principal amount of its Notes, or any portion of such principal
amount which is $1,000 or a multiple thereof, into Common Stock at the applicable Conversion Rate, at any time prior to the Close
of Business on the second Scheduled Trading Day prior to the Stated Maturity, unless the Notes have been previously repurchased
by the Company, only upon satisfaction of the conditions precedent to conversion described in Section 5.02 and subject to the Ownership
Limitation set forth in Section 5.03(b). The number of shares of Common Stock issuable and cash payable, if any, upon conversion
of a Note shall be determined as set forth in Section 5.03.


 


Section 5.02Conversion
Procedures. The following procedures shall apply to the conversion of Notes:


 






    	15



    	 



    
 


(a)In respect of Notes held in certificated
form, a Holder must (i) complete and manually sign the conversion notice attached to the Note (the “Conversion Notice”),
or facsimile of such Conversion Notice; (ii) deliver such Conversion Notice, which is irrevocable, and the Note to the Conversion
Agent at the office maintained by the Conversion Agent for such purpose; (iii) to the extent any shares of Common Stock issuable
upon conversion are to be issued in a name other than the Holder’s, furnish endorsements and transfer documents as may be
required by the Conversion Agent or stock transfer agent; (iv) if required pursuant to Section 5.08 below, pay all transfer or
similar taxes; and (v) if required pursuant to Section 5.03(c) below, pay funds equal to interest payable on the next Interest
Payment Date to which such Holder is not entitled.


 


(b)In respect of a beneficial interest
in a Global Note, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Note
and, if required pursuant to Section 5.03(c), pay funds equal to interest payable on the next Interest Payment Date to which such
Beneficial Owner is not entitled, and if required, taxes or duties, if any.


 


The date a Holder satisfies the foregoing
requirements, as applicable, is the “Conversion Date” hereunder.


 


No Conversion Notice with respect to any
Notes may be tendered by a Holder thereof if such Holder has also tendered a Fundamental Change Repurchase Notice and not validly
withdrawn such Fundamental Change Repurchase Notice in accordance with the applicable provisions of Section 4.01. A Holder’s
right to convert its Notes that are subject to such Fundamental Change Repurchase Notice will terminate at the Close of Business
on the second Scheduled Trading Day immediately preceding the relevant Fundamental Change Repurchase Date.


 


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


 


Upon the conversion of a beneficial interest
in Global Notes, the Conversion Agent shall make a notation in its records as to the reduction in the principal amount represented
thereby.


 


Each conversion shall be deemed to have
been effected as to any such Notes (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion
Date; provided, however, that, other than as set forth under Section 5.05, the Person in whose name any shares
of Common Stock shall be issuable upon conversion will become a stockholder of record as of the Close of Business on the Conversion
Date.


 


Section 5.03Settlement
Upon Conversion.


 


(a)Settlement Method. Subject to
this Section 5.03, upon any conversion of any Note (except for conversions that occur on or after the Regular Record Date corresponding
to the final Interest Payment Date), the Company shall deliver, on or prior to the third Trading Day immediately following the
Conversion Date, 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 Conversion Date; provided, however, that
with respect to conversions that occur on or after the Regular Record Date corresponding to the final Interest Payment Date (i.e.
April 1, 2018), the Company shall deliver such number of shares of Common Stock on the Stated Maturity.


 






    	16



    	 



    
 


(b)Limitation on Shares of Common Stock
Deliverable Upon Conversion. Notwithstanding anything to the contrary in the Indenture, no Holder will be entitled to receive
shares of the Common Stock upon conversion of Notes to the extent (but only to the extent) that such delivery would result in a
violation of the Ownership Limitation. Any purported delivery of shares of Common Stock upon conversion of Notes shall be void
and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder violating the
Ownership Limitation. If any delivery of shares of Common Stock owed to a Holder upon conversion is not made, in whole or in part,
because such delivery would result in a violation of the Ownership Limitation, the obligation of the Company to make such delivery
shall not be extinguished, and the Company will make such delivery as promptly as practicable after any such Holder gives notice
to the Company that such delivery would not result in a violation of the Ownership Limitation.


 


(c)Payment of Interest Upon Conversion.


 


(i)Upon conversion, Holders
shall not receive any separate cash payment or shares of Common Stock for accrued and unpaid interest (including Additional Interest,
if any), except as described in Section 5.03(c)(ii). Upon conversion, the Company’s delivery of shares of Common Stock and
cash, if any, will be deemed to satisfy and discharge in full the Company’s obligation to pay the principal of, and accrued
and unpaid interest (including Additional Interest), if any, on, such Note to, but excluding, the Conversion Date rather than cause
such obligation to be cancelled, extinguished or forfeited.


 


(ii)Notwithstanding Section
5.03(c)(i), if any Notes are converted after the Close of Business on a Regular Record Date, Holders of record of such Notes at
the Close of Business on such Regular Record Date will receive interest (including Additional Interest, if any) payable on such
Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period
from the Close of Business on any Regular Record Date to the Open of Business on the immediately following Interest Payment Date
must be accompanied by funds equal to the amount of interest (including Additional Interest, if any) payable on such Interest Payment
Date for the Notes so converted; provided that no such payment need be made:


 


(A)if the Company has specified
a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the second Scheduled Trading Day following
the corresponding Interest Payment Date;


 


(B)to the extent of any overdue
interest, if any overdue interest exists at the time of conversion with respect to such Notes; or


 






    	17



    	 



    
 


(C)in respect of any conversions
that occur after the Regular Record Date immediately preceding the Stated Maturity.


 


Therefore, for the avoidance of doubt, all
Holders on the Regular Record Date immediately preceding the Stated Maturity will receive the full interest payment due on the
Stated Maturity regardless of whether their Notes have been converted following such Regular Record Date.


 


(d)Cash Payments in Lieu of Fractional
Shares. The Company shall not issue fractional shares of Common Stock upon conversion of the Notes. If multiple Notes shall
be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which shall be issuable
upon conversion (and the number of fractional shares of Common Stock, if any, for which cash shall be delivered) shall be computed
on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered.
If any fractional share of Common Stock would be issuable upon the conversion of any Notes, the Company shall pay an amount in
cash for the current market value of the fractional shares. The current market value of a fractional share of Common Stock shall
be determined (calculated to the nearest 1/10,000th of a share) by the Last Reported Sale Price of Common Stock on the Conversion
Date (or, if the Conversion Date is not a Trading Day, the next following Trading Day).


 


(e)Conversion
of Multiple Notes by a Single Holder. If a Holder surrenders more than one Note for conversion on a single Conversion
Date, the Company will calculate the amount of cash and the number of shares of Common Stock due with respect to such Notes as
if such Holder had surrendered for conversion one Note having an aggregate principal amount equal to the sum of the principal amounts
of each of the Notes surrendered for conversion by such Holder on such Conversion Date.


 


(f)Notices.
Whenever a Conversion Date occurs with respect to a Note, the Conversion Agent will, as promptly as possible, and in no event later
than the Business Day immediately following such Conversion Date, deliver to the Company and the Trustee, if it is not then the
Conversion Agent, notice that a Conversion Date has occurred, which notice will state such Conversion Date, the principal amount
of Notes converted on such Conversion Date and the names of the Holders that converted Notes on such Conversion Date.


 


Section 5.04Adjustment
of Conversion Rate. The Conversion Rate shall be adjusted as described below, except that the Company will not
make any adjustment to the Conversion Rate if Holders participate (other than in the case of a share split or share combination),
solely as a result of holding the Notes, and at the same time and upon the same terms as holders of Common Stock participate, in
any of the transactions described below without having to convert their Notes, as if such Holders had held a number of shares of
Common Stock equal to the applicable Conversion Rate in effect immediately prior to the adjustment thereof in respect of such transaction,
multiplied by the principal amount (expressed in thousands) of Notes held by such Holders.


 


(a)If the Company exclusively issues shares
of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or the Company effects a
share split or share combination, the Conversion Rate will be adjusted based on the following formula:


 






    	18



    	 



    



 





 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such share split or combination, as the case may be;


 


	CR1	=	the Conversion Rate in effect immediately after the Close of Business on such Record Date or immediately after the Open of Business on such effective date, as the case may be;


 


	OS0	=	the number of shares of Common Stock outstanding immediately prior to the Close of Business on such Record Date or immediately prior to the Open of Business on such effective date, as the case may be; and


 


	OS1	=	the number of the shares of Common Stock that will be outstanding immediately after giving effect to such dividend or distribution or such share split or combination, as the case may be.


  


Any adjustment made to the Conversion Rate under this Section
5.04(a) shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution or
immediately after the Open of Business on the effective date of such share split or combination, as the case may be. If any dividend
or distribution of the type described in this Section 5.04(a) is declared but is not so paid or made, the Conversion Rate shall
be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution,
to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For the avoidance of
doubt, if the application of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion
Rate will be made (other than (i) as a result of a share combination or (ii) with respect to the Company’s right to readjust
the Conversion Rate).


 


(b)If the Company distributes to all or
substantially all holders of the Common Stock any rights, options or warrants entitling them for a period of not more than 45 days
after the Record Date for such distribution to subscribe for or purchase shares of Common Stock, at a price per share less than
the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on, and including,
the Trading Day immediately preceding the date of announcement of such distribution, the Conversion Rate will be increased based
on the following formula:


 





 






    	19



    	 



    
 


where


 


	CR0	=	the Conversion Rate in effect immediately prior
to the Close of Business on the Record Date for such distribution;



 


	CR1	=	the Conversion Rate in effect immediately after
the Close of Business on such Record Date;



 


	OS0	=	the number of shares of Common Stock outstanding
immediately prior to the Close of Business on such Record Date;



 


	X	=	the total number of shares of Common Stock issuable
pursuant to such rights, options or warrants; and



 


	Y	=	the number of shares of Common Stock equal to the
aggregate price payable to exercise such rights, options or warrants divided by the average of the Last Reported Sale Prices of
the Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the
date of announcement of such distribution.



 


Any increase in the Conversion Rate made
pursuant to this Section 5.04(b) shall be made successively whenever any such rights, options or warrants are distributed and shall
become effective immediately after the Close of Business on the Record Date for such issuance. To the extent that shares of Common
Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be immediately decreased
to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants
been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or
warrants are not so issued, the Conversion Rate shall be immediately decreased to the Conversion Rate that would then be in effect
if the Record Date for such issuance had not occurred. For the avoidance of doubt, if the application of the foregoing formula
would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other than with respect to
the Company’s right to readjust the Conversion Rate).


 


For purposes of this clause (b), in determining
whether any rights, options or warrants entitle the holders of shares of Common Stock to subscribe for or purchase shares of Common
Stock at less than such average of the Last Reported Sale Prices of Common Stock for the ten consecutive Trading Day period ending
on, and including, the Trading Day immediately preceding the date of announcement of such distribution, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company
for such rights, options or warrants and any amount payable upon exercise or conversion thereof, the value of such consideration,
if other than cash, to be determined by the Board of Directors.


 


(c)If the Company distributes shares of
Capital Stock, evidences of its indebtedness or other assets or property of the Company or rights, options or warrants to acquire
Capital Stock of the Company or other securities to all or substantially all holders of Common Stock, excluding:


 






    	20



    	 



    
 


(i)dividends, distributions,
rights, options or warrants as to which an adjustment was effected pursuant to Section 5.04(a) or (b) above;


 


(ii)dividends or distributions
paid exclusively in cash and as to which an adjustment was effected pursuant to Section 5.04(d) below; and


 


(iii)Spin-Offs as to which the
provisions set forth below in this Section 5.04(c) shall apply;


 


then the Conversion Rate will be increased based on the following
formula:


 





 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the Record Date for such distribution;


 


	CR1	=	the Conversion Rate in effect immediately after the Close of Business on such Record Date;


 


	SP0	=	the average of the Last Reported Sale Prices of Common Stock for the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and


 


	FMV	=	the Fair Market Value as determined by the Board of Directors of the shares of Capital Stock, evidences of indebtedness, assets or property of the Company or rights, options or warrants to acquire Capital Stock of the Company or other securities to be distributed with respect to each outstanding share of Common Stock on the Ex-Dividend Date for such distribution.





 







Any increase in the Conversion Rate made
under the portion of this clause (3) above will become effective immediately after the Close of Business on the Record Date for
such distribution. If such distribution is not so paid or made, the Conversion Rate shall be immediately decreased to be the Conversion
Rate that would then be in effect if such dividend or distribution had not been declared. For the avoidance of doubt, if the application
of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other
than with respect to the Company’s right to readjust the Conversion Rate). Notwithstanding the foregoing, if “FMV”
(as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase,
each Holder shall receive upon conversion, in respect of each $1,000 principal amount of Notes held by such Holder, the amount
and kind of the Company’s Capital Stock, evidences of the Company’s indebtedness or other assets or property of the
Company or rights, options or warrants to acquire Capital Stock of the Company or other securities that such Holder would have
received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect immediately prior to the
Close of Business on the Record Date for the distribution.


 






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With respect to an adjustment made in the
Conversion Rate pursuant to this Section 5.04(c) where there has been a payment of a dividend or other distribution on the Common
Stock in shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business
unit, where such Capital Stock or similar equity interest is listed or quoted on a United States national securities exchange (or
will be so listed or quoted when issued) (the foregoing being referred to as a “Spin-Off”), the Conversion Rate
will be increased based on the following formula:


 





 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the end of the Valuation Period (as defined below);


 


	CR1	=	the Conversion Rate in effect immediately after the end of the Valuation Period;


 


	FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock (determined by reference to the definition of Last Reported Sale Price set forth above as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first ten consecutive Trading Day period immediately following, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and


 


	MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.





 







Any increase in the Conversion Rate made
under the preceding paragraph shall be determined as of the Close of Business on the last Trading Day of the Valuation Period but
will be given effect immediately after the Close of Business on the Record Date for the Spin-Off; provided that in respect
of any conversion during the Valuation Period, references within this clause (c) to ten consecutive Trading Days shall be deemed
replaced with such lesser number of Trading Days as have elapsed from, and including the Ex-Dividend Date of such Spin-Off to,
and including, the Conversion Date in determining the applicable Conversion Rate. If any dividend or distribution that constitutes
a Spin-Off is declared but not so paid or made, the Conversion Rate shall be immediately decreased, effective as of the date the
Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if
such dividend or distribution had not been declared or announced. For the avoidance of doubt, if the application of the foregoing
formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other than with respect
to the Company’s right to readjust the Conversion Rate).


 






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(d)If the Company pays any cash dividends
or distributions to all or substantially all holders of Common Stock, the Conversion Rate will be increased based on the following
formula:


 


	CR1 = CR0 ×	SP0 – T
	SP0 – C


 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution;


 


	CR1	=	the Conversion Rate in effect immediately after the Close of Business on such Record Date;


 


	SP0	=	the average of the Last Reported Sale Prices of Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;


 


	T	=	the dividend threshold amount, which shall initially be $0.28 per share per fiscal quarter, adjusted as described below to take into account events that cause adjustments to the Conversion Rate and as further adjusted to account for any change in the frequency of payment by the Company of its regular cash dividend; provided that the dividend threshold amount shall be deemed to be zero if such dividend or distribution is not a regularly scheduled dividend by the Company (the “Dividend Threshold Amount”); and


 


	C	=	the amount in cash per share the Company distributes to holders of Common Stock.


 







Any increase in the Conversion Rate made
under this clause (d) shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution.
If such dividend or distribution is not so paid or made, the Conversion Rate shall be immediately decreased, effective as of the
date the Board of Directors determines not to make or pay such dividend or distribution, to be the Conversion Rate that would then
be in effect if such dividend or distribution had not been declared. For the avoidance of doubt, if the application of the foregoing
formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other than with respect
to the Company’s right to readjust the Conversion Rate).


 


Whenever the Conversion Rate is adjusted,
the Dividend Threshold Amount shall be adjusted by multiplying it by a fraction, the numerator of which is the Conversion Rate
prior to adjustment and the denominator of which is the Conversion Rate following such adjustment.


 






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Notwithstanding the foregoing, if “C”
(as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase,
each Holder shall receive upon conversion, for each $1,000 principal amount of Notes held by such Holder, the amount of cash that
such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect
on the Record Date for such dividend or distribution.


 


(e)If the Company or any Subsidiary of
the Company makes a payment in respect of a tender offer or exchange offer for Common Stock, to the extent that the cash and value
of any other consideration included in the payment per share of Common Stock exceeds the Last Reported Sale Price of the Company’s
Common Stock on the Trading Day next succeeding the last date (the “Expiration Date”) on which tenders or exchanges
may be made pursuant to such tender or exchange offer, the Conversion Rate will be increased based on the following formula:


 





 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the tenth Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;


 


	CR1	=	the Conversion Rate in effect immediately after the Close of Business on the tenth Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;


 


	AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer;


 


	OS0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (before giving effect to such tender offer or exchange offer);


 


	OS1	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to such tender or exchange offer); and


 


	SP1	=	the average of the Last Reported Sale Prices of Common Stock over the ten consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.





 







Any increase in the Conversion Rate made
pursuant to this clause (e) shall be determined as of the Close of Business on the tenth consecutive Trading Day next succeeding
the Expiration Date but will be given effect as of the Close of Business on the Expiration Date.


 






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For purposes of determining the Conversion
Rate, in respect of any conversion during the ten consecutive Trading Day period commencing on, and including, the Trading Day
next succeeding the Expiration Date, references within this clause (e) to ten consecutive Trading Days shall be deemed replaced
with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Expiration Date
to, and including, the relevant Conversion Date.


 


For the avoidance of doubt, if the application
of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other
than with respect to the Company’s right to readjust the Conversion Rate).


 


(f)Notwithstanding the foregoing, if any
increase to the Conversion Rate described in Section 5.04(a), (b), (c), (d) or (e) above becomes effective and, but for this Section
5.04(f), a Holder that has converted its Notes:


 


(i)would receive shares of Common
Stock based on an increased Conversion Rate, and


 


(ii)would be a record holder
of such shares of Common Stock on the Record Date, effective date or Expiration Date for the dividend, distribution or other event
giving rise to the increase or otherwise participates in such dividend, distribution or other event giving rise to the adjustment
as a result of being treated as a holder of record of such shares of Common Stock,


 


then, in lieu of receiving shares of Common Stock at such increased
Conversion Rate, the Company will adjust the number of shares of Common Stock and amount of cash, if any, that it delivers to such
Holder as it determines is appropriate to reflect such Holder’s participation in the related dividend, distribution or other
event giving rise to such increase.


 


(g)To the extent that the Company has
a stockholder rights plan in effect upon conversion of the Notes into Common Stock, Holders will receive, in addition to any Common
Stock, the rights under the stockholder rights plan, unless prior to any conversion, the rights have separated from the Common
Stock, in which case the Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders
its Common stock, shares of its Capital Stock, evidences of indebtedness or assets as described in clause Section 5.04(c) above,
subject to readjustment in the event of the expiration, termination or redemption of such rights.


 


(h)Except as described herein, the Company
will not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable
for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities. Except
as described in Sections 5.04(a) through (e), Section 5.04(i), and Section 5.07, the Company shall not adjust the Conversion Rate.
Without limiting the foregoing, the Conversion Rate will not be adjusted:


 


(i)upon the issuance of any
shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on
securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan;


 






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(ii)upon the issuance of any
shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant
benefit plan or program of or assumed by the Company or any of its Subsidiaries;


 


(iii)upon the issuance of any
shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described
in the preceding clause (ii) and outstanding as of the date the Notes were first issued;


 


(iv)upon the issuance of any
shares of Common Stock for cash or as consideration in a merger, purchase or similar transaction;


 


(v)for a change in the par value
of Common Stock;


 


(vi)upon any repurchase of shares
of Common Stock in the open market or in privately negotiated transactions by the Company (including by way of accelerated share
repurchase or other derivatives), in each case other than in transactions described under clause Section 5.04(e) above; or


 


(vii)for accrued and unpaid
interest.


 


(i)In addition to those adjustments required
by Sections 5.04(a) through (e) above, and to the extent permitted by law and subject to the listing standards of The New
York Stock Exchange, the Company may from time to time increase the Conversion Rate by any amount for a period of at least 20 days,
if the Board of Directors determines (which determination shall be conclusive) that such increase would be in the Company’s
best interest. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall deliver to Holders
a notice of the increased Conversion Rate and the period during which it will be in effect at least 15 days prior to the date the
increased Conversion Rate takes effect, in accordance with applicable law. In addition, subject to the listing standards of The
New York Stock Exchange, the Company may also, but is not required to, increase the Conversion Rate to avoid or diminish income
tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with any dividend or distribution of
shares of Common Stock or rights to acquire shares of Common Stock or similar event.


 


(j)Adjustments to the applicable Conversion
Rate shall be calculated to the nearest one ten-thousandth (1/10,000th) of a share. If any adjustment of the Conversion Rate is
less than 1% of the applicable Conversion Rate, such adjustment will be carried forward and adjustment with respect thereto will
be made at the time of and together with any subsequent adjustment which, together with the original adjustment, aggregate to at
least 1% of the applicable Conversion Rate, provided, however, that any carried forward adjustment will be made upon conversion
of any Note, but solely with respect to the converted Note, regardless of the 1% threshold.


 






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Section 5.05Recapitalizations,
Reclassifications and Changes of Shares of Common Stock. In the event of:


 


(a)any recapitalization, reclassification
or change of the Common Stock (other than changes resulting from a share split or combination);


 


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


 


(c)a sale or conveyance to another person
of all or substantially all of the Company’s property and assets; or


 


(d)any statutory share exchange,


 


in each case as a result of which the Common Stock would be
converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof)
(any such event, a “Merger Event”), then, at the effective time of the Merger Event, the Company shall execute
with the Trustee a supplemental indenture permitted under Article X providing that the right to convert each $1,000 principal amount
of Notes will be changed into a right to convert such Note into the kind and amount of shares of stock, other securities or other
property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the
applicable Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive upon such Merger
Event (the “Reference Property”). If such Merger Event causes the Common Stock to be converted into the right
to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Reference
Property into which the Notes will be convertible will be deemed to be (i) the weighted average of the types and amounts of Reference
Property received by the holders of the Common Stock that affirmatively make such an election or (ii) if no holders of Common Stock
affirmatively make such an election, the types and amount of consideration actually received by such holders. If such Merger Event
also constitutes a Fundamental Change, a Holder may require the Company to repurchase all or a portion of its Notes to the extent
provided in Section 4.01. The Company shall notify Holders and the Trustee of the weighted average as soon as practicable after
such determination is made.


 


The Company shall not become a party to
any Merger Event unless its terms are consistent with this Section 5.05. The above provisions of this Section shall similarly apply
to successive Merger Events.


 


Section 5.06Adjustments
of Prices. Whenever any provision of this Indenture requires the Company to calculate Last Reported Sale Prices
over a span of multiple days (including with respect to the “Stock Price” for purposes of a Make-Whole Fundamental
Change), the Company will make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective,
or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Record Date, effective date or Expiration
Date of the event occurs, at any time during the period during which such prices are to be calculated. Such adjustments will be
effective as of the Ex-Dividend Date, Record Date, effective date or Expiration Date, as the case may be, of the event causing
the adjustment to the Conversion Rate.


 






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Section 5.07Adjustment
to Shares Delivered Upon Conversion Upon Make-Whole Fundamental Changes.


 


(a)If the Effective Date of a Make-Whole
Fundamental Change occurs prior to the Stated Maturity and a Holder elects to convert its Notes in connection with such Make-Whole
Fundamental Change, the Company shall increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional
shares of Common Stock (the “Additional Shares”) as described below. A conversion of Notes shall be deemed for
these purposes to be “in connection with” such Make-Whole Fundamental Change if the Conversion Notice with respect
to such Notes is received by the Conversion Agent during the period from, and including, the Effective Date up to, and including,
the Close of Business on the second scheduled Trading Day immediately prior to the related Fundamental Change Repurchase Date (or,
in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (2) of the
definition thereof, the 30th Scheduled Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change).


 


(b)The number of Additional Shares by
which the Conversion Rate will be increased in the event of a Make-Whole Fundamental Change shall be determined by reference to
the table attached as Schedule A hereto, based on the Effective Date and the price (the “Stock Price”)
paid per share of Common Stock in the Make-Whole Fundamental Change. If the holders of Common Stock receive only cash in the Make-Whole
Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of
the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading
Day immediately preceding the relevant Effective Date of the Make-Whole Fundamental Change.


 


(c)The Stock Prices set forth in the first
row (i.e., the column headers) of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion
Rate is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment,
multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the
Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set
forth in such table shall be adjusted in the same manner as the Conversion Rate as set forth in Sections 5.04(a) through (e).


 


(d)The exact Stock Prices and Effective
Dates may not be set forth in the table in Schedule A, in which case:


 


(i)If the Stock Price is between
two stock price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional
Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and
lower stock price amounts and the two dates, as applicable, based on a 365-day year.


 


(ii)If the Stock Price is greater
than $35.00 per share (subject to adjustment in the same manner as the stock prices as set forth in the column headings of the
table in Schedule A), no Additional Shares will be added to the Conversion Rate.


 






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(iii)If the Stock Price is less
than $20.26 per share (subject to adjustment in the same manner as the stock prices as set forth in the column headings of the
table in Schedule A), no Additional Shares will be added to the Conversion Rate.


 


Notwithstanding the foregoing, in no event
shall the Conversion Rate exceed 49.3583 per $1,000 principal amount of Notes, subject to adjustments in the same manner as the
Conversion Rate as set forth in Section 5.04.


 


(e)If a Holder of Notes elects to convert
its Notes prior to the Effective Date of any Fundamental Change, such Holder shall not be entitled to an increased Conversion Rate
in connection with such conversion.


 


(f)Any conversion that entitles the converting
Holder to an increase in the Conversion Rate as described in this Section 5.07 shall be settled as described under Section 5.03.


 


Section 5.08Taxes
on Shares Issued. Any issue of shares of Common Stock upon conversions of Notes shall be made without charge
to the converting Holder for any documentary, transfer, stamp or any similar tax in respect of the issue thereof, and the Company
shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable in respect of the issue or delivery
of shares of Common Stock upon conversion of Notes pursuant hereto. The Company shall not, however, be required to pay any such
tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in any name other
than that of the Holder of any Notes converted, and the Company shall not be required to issue or deliver any such shares of Common
Stock unless and until the Person or Persons requesting the issue thereof shall have paid to the Company the amount of such tax
or shall have established to the satisfaction of the Company that such tax has been paid.


 


Section 5.09Reservation
of Shares; Shares to be Fully Paid; Compliance with Governmental Requirements. The Company shall provide, free
from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, sufficient
Common Stock to provide for the conversion of the Notes from time to time as such Notes are presented for conversion.


 


The Company covenants that all shares of
Common Stock that may be issued upon conversion of Notes shall be newly issued shares or treasury shares, shall be duly authorized,
validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any lien or adverse claim.


 


Section 5.10Responsibility
of Trustee. Neither the Conversion Agent nor the Trustee has any duty to determine when an adjustment under this
Article V should be made, how it should be made or what it should be. The Trustee and any other Conversion Agent shall not
at any time be under any duty or responsibility to any Holder to determine the Conversion Rate or whether any facts exist which
may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment
when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making
the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind
or amount) of any Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion
of any Notes; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee
nor any Conversion Agent shall be responsible for any failure of the Company to comply with any of the duties, responsibilities
or covenants of the Company contained in this Article V. Without limiting the generality of the foregoing, neither the Trustee
nor any Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into
or the correctness of any provisions contained in any supplemental indenture entered into and may accept as conclusive evidence
of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Company
shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. For
the avoidance of doubt, neither the Trustee nor the Conversion Agent shall be responsible for making any calculations under this
Article V nor for monitoring the price of the Common Stock.


 






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Section 5.11Stockholder
Rights Plan. Each share of Common Stock issued upon conversion of Notes, if any, pursuant to this Article V shall
be entitled to receive the appropriate number of rights, if any, and the certificates representing the shares of Common Stock issued
upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any subsequent stockholder
rights agreement adopted by the Company, as any such agreement may be amended from time to time. Notwithstanding the foregoing,
if prior to any conversion such rights have separated from the shares of Common Stock in accordance with the provisions of the
applicable stockholder rights agreement, the Conversion Rate shall be adjusted at the time of separation as if the Company had
distributed to all Holders of the Common Stock, shares of the Company’s Capital Stock, evidences of indebtedness, assets,
property, rights or warrants as described in Section 5.04(c) above, subject to readjustment in the event of the expiration, termination
or redemption of such rights. Any distribution of rights or warrants pursuant to a rights plan that would allow a Holder to receive
upon conversion, in addition to shares of Common Stock, the rights described therein with respect to such Common Stock (unless
such rights or warrants have separated from the Common Stock) shall not constitute a distribution of rights or warrants that would
entitle the Holder to an adjustment to the Conversion Rate.


 


Section 5.12Company
Determination Final. Any determination that the Company or its Board of Directors must make pursuant to this
Article V shall be conclusive if made in good faith, absent manifest error.


 


Article
VI.

no Redemption; no sinking fund 


 


Section 6.01No
Redemption. Article III of the Base Indenture shall not apply with respect to the Notes.


 


Section 6.02No
Sinking Fund. Article XI of the Base Indenture shall not apply with respect to the Notes.


 






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Article
VII.

Remedies


 


Section 7.01Events
of Default.


 


(a)The provisions of this Article VII
shall, with respect to the Notes, supersede in its entirety Article VI of the Base Indenture.


 


(b)“Event of Default”,
wherever used herein, means any one of the following events:


 


(i)default in the payment of
any interest (including Additional Interest, if any) on any Note when it becomes due and payable and such default continues for
a period of 30 days;


 


(ii)default in the payment of
the principal of any Note when due and payable at its Stated Maturity, upon required repurchase, upon declaration of acceleration
or otherwise;


 


(iii)default in the Company’s
obligation to deliver shares of Common Stock required to be delivered upon conversion of the Notes, together with cash in lieu
thereof in respect of any fractional shares of Common Stock upon conversion of any Notes, and such default continues for five Business
Days;


 


(iv)failure by the Company to
comply with its obligations under Article VIII; or


 


(v)failure by the Company to
issue a Fundamental Change Repurchase Right Notice in accordance with Section 4.01;


 


(vi)failure by the Company for
60 days after written notice from the Trustee or the Holders of at least 25% principal amount of the Notes then outstanding has
been received by the Company to comply with any of its other agreements contained in the Notes or this Indenture;


 


(vii)default by the Company
or any of its Subsidiaries with respect to any mortgage, agreement or other instrument under which there may be outstanding, or
by which there may be secured or evidenced, any debt for money borrowed (other than non-recourse debt of a Subsidiary of the Company)
in excess of $25,000,000 in the aggregate of the Company and/or such Subsidiary, whether such debt now exists or shall hereafter
be created, which default results (i) in such debt becoming or being declared due and payable, and such debt has not been discharged
in full or such declaration rescinded or annulled within 60 days or (ii) from a failure to pay the principal of any such debt when
due and payable at its Stated Maturity, upon required repurchase, upon declaration of acceleration or otherwise, and such defaulted
payment shall not have been made, waived or extended within 60 days;


 






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(viii)a final judgment for the
payment of $25,000,000 or more (excluding any amounts covered by insurance) rendered against the Company or any of its Subsidiaries,
which judgment is not discharged, stayed, vacated, paid or otherwise satisfied within 60 days after (i) the date on which the right
to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;


 


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


 


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


 


Section 7.02Acceleration
of Maturity; Rescission and Annulment.


 


(a)If an Event of Default occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Notes by
notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare 100% of the principal
of and accrued and unpaid interest on all Notes to be due and payable. Upon such a declaration, such principal and accrued and
unpaid interest shall become due and payable immediately. However, upon an Event of Default arising out of Sections 7.01(b)(ix)
and (x) (except, in either case, with respect to any Significant Subsidiary) the aggregate principal amount and accrued and unpaid
interest shall be due and payable immediately without notice from the Trustee or Holders.


 


Notwithstanding the foregoing, at the election
of the Company, the sole remedy with respect to an Event of Default for the failure by the Company to comply with its obligations
as set forth in Section 3.03 (any such Event of Default, a “Reporting Event of Default”) shall, for the first
365 days after the occurrence of such Reporting Event of Default consist exclusively of the right to receive additional interest
(the “Additional Interest”) on the Notes at an annual rate equal to (i) 0.25% per annum of the principal amount
of the Notes outstanding for each day during the 185-day period on which such Reporting Event of Default is continuing beginning
on, and including, the date on which such Reporting Event of Default first occurs and (ii) 0.50% per annum of the principal amount
of the Notes outstanding for each day during the 180-day period on which such Reporting Event of Default is continuing beginning
on, and including, the 181st day on which such Reporting Event of Default is continuing. If the Company so elects, the Additional
Interest shall be payable as provided in Section 3.04. On the 366th day after such Reporting Event of Default (if the
Reporting Event of Default is not cured or waived prior to such 366th day), the Trustee or the Holders of not less than
25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest on all such Notes
to be due and payable immediately. The provisions described in this paragraph shall not affect the rights of Holders in the event
of the occurrence of any other Event of Default. In the event the Company does not elect to pay Additional Interest following a
Reporting Event of Default in accordance with this paragraph or the Company elected to make such payment but does not pay such
Additional Interest when due, the Notes shall be immediately subject to acceleration as provided above. In no event shall Additional
Interest payable pursuant to the foregoing election accrue at a rate per year in excess of the applicable rate specified in this
paragraph, regardless of the number of events or circumstances giving rise to requirements to pay such Additional Interest pursuant
to this paragraph. With regard to any Reporting Event of Default, no Additional Interest shall accrue after such Reporting Event
of Default has been cured.


 






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(b)If the Company elects to pay the Additional
Interest as the sole remedy during the first 365 days after the occurrence of a Reporting Event of Default, the Company shall notify
in writing the Holders, the Trustee and the Paying Agent of such election prior to the beginning of such 365-day period. Upon the
Company’s failure to timely give such notice, the Notes will be immediately subject to acceleration as provided in the first
paragraph of Section 7.02(a) above.


 


Section 7.03Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants that if


 


(a)default is made in the payment of any
interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days, or


 


(b)default is made in the payment of the
principal of any Note when due and payable at the Stated Maturity thereof,


 


the Company will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal and interest, and,
to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and on any overdue
interest, at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


 


If an Event of Default occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement
of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper
remedy.


 






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Section 7.04Trustee
May File Proofs of Claim. In case of any judicial proceeding relative to the Company (or any other obligor upon
the Notes), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise,
to take any and all actions authorized under the TIA in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable
on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 of the Base Indenture.


 


No provision of this Indenture shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the 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 7.05Trustee
May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes
may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect of which such
judgment has been recovered.


 


Section 7.06Application
of Money Collected. Subject to Article V, any money or property money collected by the Trustee pursuant to this
Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal or interest, upon presentation of the Notes and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:


 


First:To
the payment of all amounts due the Trustee under Section 7.07 of the Base Indenture;


 


Second:To
the payment of the amounts then due and unpaid for principal of and interest on the Notes in respect of which or for the benefit
of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable
on such Notes for principal and interest, respectively; and


 


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


 


Section 7.07Limitation
on Suits. Subject to Section 7.08, no Holder shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 






    	34



    	 



    
 


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


 


(b)the Holders of at least 25% in principal
amount of the outstanding Notes shall have made written request to the Trustee to pursue the remedy;


 


(c)such Holders have offered to the Trustee
security or indemnity and/or security satisfactory to it against the loss, liability or expense to be incurred in compliance with
such request;


 


(d)the Trustee has not complied with such
request for 60 days after its receipt of such notice and offer of security or indemnity; and


 


(e)the Holders of a majority in principal
amount of the outstanding Notes have not given the Trustee a direction that, in the opinion of the Trustee, inconsistent with such
written request within such 60-day period,


 


it being understood and intended that no one or more Holders
shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or
to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the
Holders.


 


Section 7.08Unconditional
Right of Holders to Receive Principal and Interest and to Convert. Notwithstanding any other provision in this
Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal
of and interest (including Additional Interest) on such Note when due and to convert such Note in accordance with Article V and
to institute suit for the enforcement of any such payment and right to convert, and such rights shall not be impaired without the
consent of such Holder.


 


Section 7.09Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


Section 7.10Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.08 of the Base Indenture, no right or remedy herein conferred upon or reserved to
the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or remedy.


 






    	35



    	 



    
 


Section 7.11Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right
or remedy accruing upon any Event of Default shall 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 VII 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 (subject to the limitations contained
in this Indenture) or by the Holders, as the case may be.


 


Section 7.12Control
by Holders. The Holders of a majority in principal amount of the outstanding Notes shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee, provided that:


 


(a)such direction shall not be in conflict
with any rule of law or with this Indenture and shall not be unduly prejudicial to the rights of any other Holder or result in
personal liability to the Trustee, and


 


(b)the Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such direction or this Indenture;


 


and provided, further that, if an Event of Default
occurs and is continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture
at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity and/or security satisfactory
to it against any loss, liability or expense.


 


Section 7.13Waiver
of Past Defaults and Rescission. The Holders of a majority in principal amount of the outstanding Notes may on
behalf of the Holders of all the Notes:


 


(a)waive any existing Default or Event
of Default hereunder and its consequences, except a Default:


 


(i)in the payment of the principal
of or accrued and unpaid interest (including Additional Interest, if any) on any Note that remains uncured, or


 


(ii)in respect of the failure
to deliver amounts due upon conversion of a Note in accordance with Section 5.01 hereunder, and


 


(b)at any time after a declaration of
acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter
in this Article VII provided, rescind and annul any such declaration of acceleration with respect to the Notes and its consequences,
if:


 


(i)such rescission will not
conflict with any judgment or decree of a court of competent jurisdiction, and


 


(ii)all existing Events of Default,
other than nonpayment of the principal of or accrued and unpaid interest (including Additional Interest, if any) on any Note or
a failure to deliver amounts due upon conversion of a Note in accordance with Section 5.01 hereunder, have been cured or waived.


 






    	36



    	 



    
 


Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section 7.14Undertaking
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, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the
extent provided in the TIA; provided, that neither this Section nor the TIA shall be deemed to authorize any court to require
such an undertaking or to make such an assessment in any suit instituted by the Trustee, to any suit by any Holder or group of
Holders holding in the aggregate more than 10% in principal amount of the outstanding Notes or in any suit for the enforcement
of the right to convert any Note in accordance with Article V or for the enforcement of the payment of the principal of or interest
on any Note on or after the maturity of such Note, including the Stated Maturity expressed in such Note.


 


Section 7.15Notice
of Default. The provisions of this Section 7.15 shall, with respect to the Notes, supersede in its entirety the
second paragraph of Section 4.03 of the Base Indenture.


 


The Company shall deliver to the Trustee,
within 30 days after the occurrence of any events that constitute a Default or Event of Default, an Officer’s Certificate
specifying such Default or Event of Default, the status such events and what action the Company is taking or proposes to take with
respect thereof.


 


Section 7.16Interest
on Overdue Payments. Payments of any Fundamental Change Repurchase Price, principal and interest (including Additional
Interest) that are not made when due will accrue interest per annum at the then-applicable interest rate from the required payment
date.


 


Article
VIII.

Consolidation, Merger, Conveyance, Transfer or Lease


 


Section 8.01Company
May Consolidate, Etc., Only on Certain Terms. This Section 8.01 shall, with respect to the Notes, supersede in
its entirety Section 5.01 of the Base Indenture.


 


The Company shall not consolidate with or
merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, another Person, unless:


 


(i)the resulting, surviving
or transferee Person, if other than the Company, is a Person organized and existing under the laws of the United States of America,
any State thereof or the District of Columbia, and such Person, if not the Company, shall expressly assume, by supplemental indenture
hereto, executed and delivered to the Trustee, all obligations of the Company under the Notes and this Indenture;


 






    	37



    	 



    
 


(ii)immediately after giving
effect to such transaction, no Default or Event of Default has occurred and is continuing; and


 


(iii)the Company, or the successor
Person if other than the Company, has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with
such transaction, such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for
relating to such transaction have been complied with.


 


Section 8.02Successor
Substituted. This Section 8.02 shall, with respect to the Notes, supersede in its entirety Section 5.02 of the
Base Indenture.


 


Upon any transaction referred to in Section
8.01 in accordance therewith, the successor Person formed by such consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided,
however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall
be released from all obligations and covenants under this Indenture and the Notes.


 


Article
IX.

Satisfaction and Discharge


 


Section 9.01Satisfaction
and Discharge of Indenture.


 


(a)Subject to Section 1.02, the provisions
of Article VIII of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.


 


(b)Sections 8.01, 8.03 and 8.04 of the
Base Indenture shall not apply to the Notes. For the avoidance of doubt, Section 8.02 of the Base Indenture shall apply to the
cash and/or shares of Common Stock deposited with the Trustee pursuant to Section 9.01(c) and all money or other assets received
by the Trustee in respect of shares of Common Stock deposited with the Trustee pursuant to Section 9.01(c).


 


(c)When (i) the Company shall deliver
to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen
and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled,
or (ii) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable,
and the Company shall deposit with the Trustee, in trust, cash or shares of Common Stock, as applicable, sufficient to pay at the
Stated Maturity, upon conversion of, or upon any Fundamental Change Date with respect to, all of the Notes (other than any Notes
that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been
authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest
(including Additional Interest, if any) due or to become due to such Stated Maturity or Fundamental Change Repurchase Date, as
the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect (except as to (A) remaining rights of registration of transfer, substitution and
exchange and conversion of Notes, (B) rights hereunder of Holders to receive payments of principal of and interest (including Additional
Interest, if any) on, the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to
the amounts, if any, so deposited with the Trustee and (C) the rights, obligations and immunities of the Trustee hereunder), and
the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the
reasonable cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this
Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly
incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee
in connection with this Indenture or the Notes. Notwithstanding the satisfaction and discharge of this Indenture, the obligations
of the Company to the Trustee under Section 7.07 of the Base Indenture, and if money shall have been deposited with the Trustee
pursuant to this Section 9.01(c), the provisions of Sections 2.04, 2.07, 2.08, 8.02 and 8.05 of the Base Indenture shall survive.


 






    	38



    	 



    
 


Article
X.

Supplemental Indentures


 


Section 10.01Supplemental
Indentures. Subject to Section 1.02, the provisions of Article IX of the Base Indenture, as supplemented by the
provisions of this Supplemental Indenture, shall apply to the Notes.


 


Any Notes held by the Company or any of
its Affiliates shall be disregarded (from both the numerator and the denominator) for purposes of determining whether the Holders
of the requisite aggregate principal amount of the outstanding Notes have consented to a modification, amendment or waiver of the
terms of the Indenture.


 


Section 10.02Supplemental
Indentures Without Consent of Holders. This Section 10.02 shall, with respect to the Notes, supersede Section 9.01
of the Base Indenture in its entirety.


 


Without the consent of any Holder, the Company,
when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form reasonably satisfactory to the Trustee and the Company and/or amend the Notes, for any of the following
purposes:


 


(a)to cure any ambiguity, omission , defect
or inconsistency; including to eliminate any conflict with the terms of the TIA;


 


(b)to provide for the assumption of the
Company’s obligations under this Indenture by a successor pursuant to Article VIII;


 


(c)to provide any security for or add
guarantees with respect to the Notes;


 


(d)to issue Additional Notes pursuant
to Section 2.03;


 






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


 






    	39



    	 



    
 


(f)to provide for conversion of the Notes
into cash, securities or other property pursuant to Section 5.05;


 


(g)to make any other change that does
not adversely affect in any material respect the rights of any Holder of outstanding Notes (other than any Holder that consents
to such change);


 


(h)to comply with any requirement of the
SEC in connection with any qualification of this Indenture under the TIA;


 


(i)to conform the provisions of this Indenture
or the Notes to the “Description of Notes” section of the Company’s preliminary prospectus supplement dated February
28, 2013 relating to the offering of the Notes as supplemented by the Company’s free writing prospectus dated February 28,
2013 relating thereto;


 


(j)to provide for a successor Trustee;
or


 


(k)to comply with the Applicable Procedures
of the Depositary.


 


Section 10.03Supplemental
Indentures with Consent of Holders. This Section 10.03 shall, with respect to the Notes, supersede Sections 9.02
and 9.03 of the Base Indenture in their entirety. With the consent of the Holders of not less than a majority in principal amount
of the outstanding Notes, including without limitation, consents obtained in connection with a purchase of, or tender offer or
exchange offer for, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture, of modifying in any manner the rights of the Holders under this Indenture or waiving any past Default or compliance
with any provisions of this Indenture; provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each outstanding Note affected thereby,


 


(a)reduce the amount of the Notes the
Holders of which must consent to a supplement to this Indenture;


 


(b)reduce the rate, or extend the stated
time for payment, of interest (other than Additional Interest) on any Note;


 


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


 


(d)make any change that adversely affects
the conversion rights of any Note;


 


(e)reduce any Fundamental Change Repurchase
Price of any Note or amend or modify in any manner adverse to the Holders of the Notes the Company’s obligation to make such
payment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;


 






    	40



    	 



    
 


(f)change the place or currency of payment
of principal or interest in respect of any Note;


 


(g)impair the right of any Holder to receive
payment of principal of and interest on such Holder’s Notes on or after the due dates therefore or to institute suit for
the enforcement of any payment on or with respect to such Holder’s Notes;


 


(h)adversely affect the ranking of the
Notes as the Company’s senior unsecured indebtedness; or


 


(i)make any change in the amendment provisions
which require each Holder’s consent or in the waiver provisions if such change adversely affects the rights of the Holders
of the Notes.


 


It shall not be necessary for any Act or
consent of Holders under this Section 10.03 to approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act or consent shall approve the substance thereof. The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date
is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent
to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that, unless
such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is
90 days after such record date, any such consent previously given shall automatically and without further action by any Holder
be cancelled and of no further effect.


 


Section 10.04Notices
of Supplemental Indentures. After a supplement under this Article X becomes effective, the Company will send
to the Holders 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.


 


Article
XI.

Miscellaneous


 


Section 11.01Governing
Law. This Section 11.01 shall, with respect to the Notes, supersede Section 10.10 of the Base Indenture in its
entirety. This Indenture and the Notes shall be governed by, and construed under, the laws of the State of New York. 


 


Section 11.02Calculations
in Respect of Notes. Except as otherwise provided in this Indenture, the Company shall be responsible for making
all calculations called for hereunder and under the Notes or in connection with a conversion. These calculations include, but are
not limited to, determinations of the Last Reported Sale Price, accrued interest payable on the Notes and the Conversion Rate on
the Notes. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations
will be final and binding on the Holders. The Company shall provide a schedule of the Company’s calculations to each of the
Trustee and the Conversion Agent, and each of the Trustee and the Conversion Agent is entitled to rely conclusively upon the accuracy
of the Company’s calculations without independent verification. The Trustee will forward the Company’s calculations
to any Holder upon the request of such Holder.


 






    	41



    	 



    
 


Section 11.03No
Representations or Warranties by the Trustee. The Trustee makes no representations or warranties with respect
to the validity or sufficiency of this Supplemental Indenture.


 


Section 11.04Payments
on Business Days Only. This Section shall, with respect to the Notes, replace the last sentence of Section 10.07 of
the Base Indenture in its entirety.


 


If any Interest Payment Date (other than
an Interest Payment Date coinciding with the Maturity or an earlier Fundamental Change Repurchase Date) falls on a day that is
not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day and no interest will accrue
for such intervening period. If the Maturity falls on a day that is not a Business Day, the required payment of interest and principal
will be made on the next succeeding Business Day and no interest on such payment will accrue for such intervening period. If a
Fundamental Change Repurchase Date falls on a day that is not a Business Day, the Company will repurchase the Notes on the next
succeeding Business Day, and no interest will accrue for such intervening period. The Company will pay the Fundamental Change
Repurchase Price promptly following the later of such next succeeding Business Day or the time of book-entry transfer or the delivery
of the Notes pursuant to Section 4.01(d).


 




    	42



    	 



    

 


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


 


 





	 	REDWOOD TRUST, INC.
	 	 
	 	By: 	/s/ Andrew P. Stone
	 	 	Name: Andrew P. Stone

Title: General Counsel and Secretary




 


 





[Signature Page to the First Supplemental
Indenture]


 







 







    	 



    	 



    

 


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


 


 




	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	By: 	/s/ Michael H. Wass
	 	 	Name: Michael H. Wass
Title: Authorized Signatory






 





[Signature Page to the First Supplemental
Indenture]


 







 




    	 



    	 



    

 


Schedule A


 


Make-Whole Table


 


The following table sets forth the hypothetical
Stock Prices and the number of Additional Shares by which the Conversion Rate will be increased per $1,000 principal amount of
the Notes in the event of a Make Whole Fundamental Change:


 


	 	 	Stock
    Price	 
	Effective
    Date	 	$	20.26	 	 	$	21.00	 	 	$	21.50	 	 	$	22.00	 	 	$	22.50	 	 	$	23.00	 	 	$	23.50	 	 	$	24.00	 	 	$	24.50	 	 	$	25.00	 	 	$	27.50	 	 	$	30.00	 	 	$	35.00	 
	March
    6, 2013	 	 	8.2263	 	 	 	7.6430	 	 	 	6.9673	 	 	 	6.3457	 	 	 	5.7740	 	 	 	5.2486	 	 	 	4.7659	 	 	 	4.3226	 	 	 	3.9158	 	 	 	3.5416	 	 	 	2.0987	 	 	 	1.1826	 	 	 	0.2811	 
	April
    15, 2014	 	 	8.2263	 	 	 	7.8489	 	 	 	7.1419	 	 	 	6.4919	 	 	 	5.8946	 	 	 	5.3462	 	 	 	4.8430	 	 	 	4.3816	 	 	 	3.9589	 	 	 	3.5712	 	 	 	2.0831	 	 	 	1.1511	 	 	 	0.2568	 
	April
    15, 2015	 	 	8.2263	 	 	 	7.9696	 	 	 	7.2241	 	 	 	6.5398	 	 	 	5.9123	 	 	 	5.3374	 	 	 	4.8114	 	 	 	4.3305	 	 	 	3.8914	 	 	 	3.4909	 	 	 	1.9696	 	 	 	1.0430	 	 	 	0.1999	 
	April
    15, 2016	 	 	8.2263	 	 	 	7.7145	 	 	 	6.9289	 	 	 	6.2105	 	 	 	5.5547	 	 	 	4.9573	 	 	 	4.4141	 	 	 	3.9212	 	 	 	3.4748	 	 	 	3.0715	 	 	 	1.5868	 	 	 	0.7449	 	 	 	0.0852	 
	April
    15, 2017	 	 	8.2263	 	 	 	7.1768	 	 	 	6.3247	 	 	 	5.5503	 	 	 	4.8496	 	 	 	4.2184	 	 	 	3.6526	 	 	 	3.1477	 	 	 	2.6993	 	 	 	2.3028	 	 	 	0.9522	 	 	 	0.3185	 	 	 	0.0023	 
	April
    15, 2018	 	 	8.2263	 	 	 	6.4870	 	 	 	5.3796	 	 	 	4.3225	 	 	 	3.3124	 	 	 	2.3462	 	 	 	1.4211	 	 	 	0.5346	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 






 


 








 







 






    	A-1



    	 



    



 


Exhibit A


 





[FORM OF FACE OF NOTE]


 


[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS NOTE IS EXCHANGEABLE
FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, BY A NOMINEE OF
THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY
OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY.]1


 

















1
This legend is to be included only if the Note is a Global Note.


 




    	A-2



    	 



    

 


Redwood Trust, Inc.


 


4.625% Convertible Senior Notes due 2018


 


No.
[  ̃ ]U.S.
$[  ̃ ]


 





	CUSIP:	758075 AB1
	ISIN:	US758075AB18







  


Redwood
Trust, Inc., a corporation duly incorporated and validly existing under the laws of the State of Maryland (herein called the “Company”,
which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of [  ̃ ]
United States Dollars ($[  ̃ ])
(which amount may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary, in accordance with the rules and procedures of the Depositary and in accordance with the below referred Indenture)
on April 15, 2018. 


 


The
issue date of this Note is [  ̃ ].


 


Reference is made to the further provisions
of this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder the right to convert
this Note into Common Stock of the Company and to the ability and obligation of the Company to repurchase this Note upon certain
events, in each case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified
in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.
Capitalized terms used but not defined herein shall have such meanings as are ascribed to such terms in the Indenture.


 


This Note shall be governed by, and construed
under, the laws of the State of New York.


 


[Signature page follows]


 




    	A-3



    	 



    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


 




	 	REDWOOD TRUST, INC.
	 	 
	 	By: 	
	 	 	Name:
Title:
	 	Date:	 



 


 







    	A-4



    	 



    

 


TRUSTEE’S CERTIFICATION OF

AUTHENTICATION


 


WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee,
certifies that this is one of the Notes described in the within-mentioned Indenture.


 







	
	 
	By: 	
	 	Name:
Authorized Signatory
	Date:	 










  







    	A-5



    	 



    

 


[FORM OF REVERSE SIDE OF NOTE]


 


Redwood Trust, Inc.


 


4.625% Convertible Senior Notes due 2018


 


This Note is one of a duly authorized issue
of 4.625% Convertible Senior Notes due 2018 (the “Notes”) of the Company issued under an indenture, dated as
of March 6, 2013 (as amended, modified and supplemented by the first supplemental indenture, dated as of March 6, 2013 (the “First
Supplemental Indenture”), the “Indenture”) between the Company and Wilmington Trust, National Association,
as trustee (the “Trustee”). The terms of the Note include those stated in the Indenture, those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”), and those set forth in
this Note. This Note is subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of all
such terms. To the extent permitted by applicable law, if any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. Capitalized terms used but not defined herein have
the meanings assigned to them in the Indenture unless otherwise indicated.


 


		1.	Interest.



 


This Note shall bear interest at a rate
of 4.625% per annum on the principal amount. Interest on this Note shall accrue from the initial date of issuance or from the most
recent date to which interest has been paid or duly provided for, as the case may be. Interest will be due and payable semi-annually,
in arrears, on each April 15 and October 15, beginning on October 15, 2013, to the person in whose name a Note is registered at
the Close of Business on the immediately preceding April 1 and October 1, as the case may be. Interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months.


 


Interest (including Additional Interest,
if any) will cease to accrue on the Notes upon payment of the Notes in full at Stated Maturity, conversion of the Notes or repurchase
by the Company at the option of the Holder upon the occurrence of a Fundamental Change.


 


		2.	Method of Payment.



 


Payment of the principal of the Notes shall
be made at the office or agency of the Paying Agent, Registrar and Conversion Agent designated by the Company in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and private debts, in accordance
with Section 3.01(c) of the First Supplemental Indenture.


 


		3.	Paying Agent, Registrar and Conversion Agent.



 


Initially, the Trustee will act as Paying
Agent, Registrar and Conversion Agent. The Company may change the Paying Agent, Registrar and Conversion Agent without prior notice
to the Holders of the Notes. The Company or any Affiliate of the Company may act as Paying Agent, Registrar or Conversion Agent.


 






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		4.	Ranking; No Limitation on Debt Incurrence.



 


The Notes are general unsecured senior obligations
of the Company. The Indenture does not limit the ability of the Company to incur other debt, secured or unsecured.


 


		5.	Repurchase by the Company at the Option of the Holder Upon a Fundamental Change.



 


Subject to the terms and conditions of the
Indenture, the Company shall become obligated to repurchase, at the option of any Holder, all or any portion of the Notes held
by such Holder upon a Fundamental Change in principal amounts of $1,000 or integral multiples of $1,000 at the Fundamental Change
Repurchase Price. To exercise such right, a Holder shall deliver to the Paying Agent, and the Paying Agent must receive, a Fundamental
Change Repurchase Notice containing the information set forth in the Indenture, at any time prior to the Close of Business on the
second Scheduled Trading Day immediately preceding the Fundamental Change Repurchase Date, and shall deliver the Notes to the Paying
Agent as set forth in the Indenture.


 


Holders have the right to withdraw (in whole
or in part) any Fundamental Change Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance
with the provisions of the Indenture.


 


		6.	Conversion.



 


Subject to the provisions of the Indenture
(including without limitation the conditions of conversion of Notes set forth in Article V of the First Supplemental Indenture),
the Holder hereof has the right, at its option, to convert the principal amount hereof or any portion of such principal which is
$1,000 or an integral multiple thereof, into shares of Common Stock and an amount in cash, if any, at the Conversion Rate specified
in the Indenture. The initial Conversion Rate is 41.1320 shares of Common Stock per $1,000 principal amount of Notes (equivalent
to an initial Conversion Price of approximately $24.31 per share of Common Stock), subject to adjustment in certain events described
in the Indenture.


 


No fractional shares of Common Stock will
be issued upon any conversion. The Company shall make payment of an amount in cash, as provided in the Indenture, in respect of
any fraction of a share of Common Stock which would otherwise be issuable upon the surrender of any Notes for conversion. Notes
in respect of which a Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date may be converted
only if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture.


 


Notwithstanding anything to the contrary
in the Indenture, no Holder will be entitled to receive shares of the Common Stock upon conversion of Notes to the extent (but
only to the extent) that such delivery would result in a violation of the Ownership Limitation. If any delivery of shares of Common
Stock owed to a Holder upon conversion is not made, in whole or in part, because such delivery would result in a violation of the
Ownership Limitation, the obligation of the Company to make such delivery shall not be extinguished, and the Company will make
such delivery as promptly as practicable after any such Holder gives notice to the Company that such delivery would not result
in a violation of the Ownership Limitation.


 






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		7.	Denominations; Transfer; Exchange.



 


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


 


		8.	Unclaimed Money or Securities.



 


The Trustee and the Paying Agent shall return
to the Company upon request any cash or securities held by them for the payment of any amount with respect to the Notes that remains
unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the cash
or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates
another Person.


 


		9.	Amendment, Supplement and Waiver.



 


Subject to certain exceptions, the Notes
or the Indenture may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount
of the Notes then outstanding, and an existing Default or Event of Default with respect to the Notes and its consequence or compliance
with any provision of the Notes or the Indenture may be waived, except in certain circumstances described in the Indenture, with
the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding. Without the consent
of or notice to any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes in the circumstances
set forth in the Indenture.


 


		10.	Defaults and Remedies.



 


If any Event of Default other than as a
result of certain events of bankruptcy, insolvency or reorganization of the Company occurs and is continuing, the principal of
all the Notes then outstanding plus accrued and unpaid interest (including Additional Interest, if any), may be declared due and
payable in the manner and with the effect provided in the Indenture. If an Event of Default occurs as a result of certain events
of bankruptcy, insolvency or reorganization of the Company, the principal amount of the Notes plus accrued and unpaid interest
(including Additional Interest, if any) shall become due and payable immediately without any declaration or other act on the part
of the Trustee or any Holder, all to the extent provided in the Indenture.


 


		11.	Authentication.



 


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


 


		12.	Abbreviations.



 


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


 






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		13.	Indenture to Control; Governing Law.



 


To the extent permitted by applicable law,
if any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern
and be controlling.


 


This Note shall be governed by, and construed
under, the laws of the State of New York.


 


		14.	Payments on Business Days Only



 


If a payment date with respect to principal
of, interest (including Additional Interest, if any) on, or Fundamental Change Repurchase Price of, Notes falls on a day that
is not Business Day, the corresponding payment will be postponed to the next Business Day and no interest will accrue for such
intervening period. The Company will pay the Fundamental Change Repurchase Price promptly following the later of such next succeeding
Business Day or the time of book-entry transfer or the delivery of the Notes.


 






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SCHEDULE OF EXCHANGES OF NOTES2







 


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


 





	Date of Decrease 

or Increase	 	Signature of Authorized Signatory of Trustee or Custodian	 	Decrease in Principal Amount of this Global Note	 	Increase in Principal Amount of this Global Note	 	Principal Amount of this Global Note Following Such Decrease or Increase
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


















 






2
This schedule is to be included only if the Note is a Global Note.


 


 






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ASSIGNMENT FORM


 


If you want to assign this Note, fill in
the form below and have your signature guaranteed:


 


I or we assign and transfer this Note to:


 


 



 


 



 


 



(Print or type name, address and zip code and social security
or tax ID number of assignee)


 


and irrevocably appoint _____________________________________
agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.


 


 





	Date:	 	 	Signed	 



 


(Sign exactly as your name appears on the other side of this Note)


 





	Signature Guarantee: 	 







 


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


 




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CONVERSION NOTICE


 


If
you want to exercise the option to convert this Note in accordance with the terms of the Indenture referred to in this Note, check
the box: £


 


To convert only part of this Note, state
the principal amount to be converted (which must be $1,000 or a multiple of $1,000, provided that the portion not so converted
is in a minimum principal amount of $1,000):


 


$_________________________________


 


If you want the share certificate, if any,
made out in another person’s name, fill in the form below:


 





 






(Insert other person’s social security
or tax ID no.)


 


 



 


 



 


 



(Print or type other person’s name,
address and zip code)


 








	Date:	 	 	Signed	 



 


(Sign exactly as your name appears on the other side of this Note)


 





	Signature Guarantee: 	 







  


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


 




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FORM OF FUNDAMENTAL CHANGE REPURCHASE
NOTICE


 


Wilmington Trust, National Association

Rodney Square North


1100 North Market Street


Wilmington, DE 19890-1615


Attention: Corporate Capital Markets


Telephone: (302) 636-6398


Fax: (302) 636-4145


 


		Re:	Redwood Trust, Inc. (the “Company”)

4.625% Convertible Senior Notes due 2018



 


This is a Fundamental Change Repurchase
Notice as defined in Section 4.01(a) of the First Supplemental Indenture, dated as of March 6, 2013, between the Company and Wilmington
Trust, National Association, as trustee (the “Trustee”) (the “First Supplemental Indenture”
and the Base Indenture, dated as of March 6, 2013, between the Company and the Trustee, as amended, modified and supplemented by
the First Supplemental Indenture, the “Indenture”). Terms used but not defined herein shall have the meanings
ascribed to them in the Indenture.


 


Certificate No(s). of Notes: ________________________


 


I intend to deliver the following aggregate
principal amount of Notes for repurchase by the Company pursuant to Article IV of the First Supplemental Indenture (integral multiples
of $1,000 with a minimum of $1,000):


 


$_____________________


 


I hereby agree that the Notes will be repurchased
on the Fundamental Change Repurchase Date pursuant to the terms and conditions specified in the Notes and in the Indenture.


 





	Signed