EXHIBIT 4.1

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CNET Networks, Inc.

To

Wells Fargo Bank,
National Association,as Trustee

_________________

# INDENTURE

Dated as of

April 27, 2004

_________________

# 0.75% Convertible
Senior Notes Due 2024

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---

Reconciliation and Tie Between the
Trust Indenture Act of 1939 and Indenture, dated as of April 27, 2004, between CNET
Networks, Inc. and Wells Fargo Bank, National Association.

|TRUST INDENTURE ACT SECTION | INDENTURE SECTION      | 
|--------------------------- | ---------------------- | 
|Section 310 (a)(1)          | 9.09                   | 
|(a)(2)                      | 9.09                   | 
|(a)(3)                      | N.A.                   | 
|(a)(4)                      | N.A.                   | 
|(a)(5)                      | 9.09                   | 
|(b)                         | 9.08; 9.09; 9.10; 9.11 | 
|Section 311 (a)             | 9.13                   | 
|(b)                         | 9.13                   | 
|(b)(2)                      | 9.13                   | 
|Section 312 (a)             | 7.01; 7.02(a)          | 
|(b)                         | 7.02(b)                | 
|(c)                         | 7.02(c)                | 
|Section 313 (a)             | 7.03(a)                | 
|(b)                         | 7.03(a)                | 
|(c)                         | 7.03(a)                | 
|(d)                         | 7.03(b)                | 
|Section 314 (a)             | 6.08; 7.04             | 
|(b)                         | N.A.                   | 
|(c)(1)                      | 17.05                  | 
|(c)(2)                      | 17.05                  | 
|(c)(3)                      | N.A.                   | 
|(d)                         | N.A.                   | 
|(e)                         | 17.05                  | 
|Section 315 (a)             | 9.01                   | 
|(b)                         | 8.08                   | 
|(c)                         | 9.01                   | 
|(d)                         | 9.01                   | 
|(d)(1)                      | 9.01(a)                | 
|(d)(2)                      | 9.01(b)                | 
|(d)(3)                      | 9.01(c)                | 
|(e)                         | 8.09                   | 
|Section 316 (a)             | 8.07; 10.04            | 
|(a)(1)(A)                   | 8.07                   | 
|(a)(1)(B)                   | 8.07                   | 
|(a)(2)                      | N.A.                   | 
|(b)                         | 8.04                   | 
|(c)                         | 10.01                  | 
|Section 317 (a)(1)          | 8.01; 8.05             | 
|(a)(2)                      | 8.01; 8.05             | 
|(b)                         | 6.04                   | 
|Section 318 (a)             | 17.07                  | 

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

** Note: N.A. means Not
Applicable.

# TABLE OF CONTENTS

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PAGE

ARTICLE 1DEFINITIONS

|                             | 
|---------------------------- | 
|Section 1.01.    Definitions | 

ARTICLE 2ISSUE, DESCRIPTION,
EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

|                                                                                        | 
|--------------------------------------------------------------------------------------- | 
|Section 2.01.    Designation Amount and Issue of Notes                                  | 
|Section 2.02.  Form of Notes                                                            | 
|Section 2.03.  Date and Denomination of Notes; Payments of Interest                     | 
|Section 2.04.  Execution of Notes                                                       | 
|Section 2.05.  Exchange and Registration of Transfer of Notes; Restrictions on Transfer | 
|Section 2.06.  Mutilated, Destroyed, Lost or Stolen Notes                               | 
|Section 2.07.  Temporary Notes                                                          | 
|Section 2.08.  Cancellation of Notes                                                    | 
|Section 2.09.  CUSIP Numbers                                                            | 
|Section 2.10.  Rule 144A and Regulation S                                               | 

ARTICLE 3 REDEMPTION AND
REPURCHASE OF NOTES

|                                                                                                  | 
|------------------------------------------------------------------------------------------------- | 
|Section 3.01.    Optional Redemption of Notes by the Company                                      | 
|Section 3.02.  Notice of Optional Redemption; Selection of Notes                                  | 
|Section 3.03.  Payment of Notes Called for Redemption by the Company                              | 
|Section 3.04.  Conversion Arrangement on Call for Redemption                                      | 
|Section 3.05.  Repurchase of Notes by the Company at Option of the Holder Upon a Designated Event | 
|Section 3.06.  Repurchase of Notes by the Company at Option of the Holder                         | 
|Section 3.07.  Payment of Notes Upon Receipt of a Repurchase Notice; Withdrawal Thereof           | 
|Section 3.08.  Notes Redeemed or Repurchased in Part                                              | 
|Section 3.09.  Return of Cash to the Company                                                      | 

ARTICLE 4RESERVED

ARTICLE 5RESERVED

ARTICLE 6PARTICULAR COVENANTS
OF THE COMPANY

|                                                                   | 
|------------------------------------------------------------------ | 
|Section 6.01.    Payment of Principal and Interest                 | 
|Section 6.02.  Maintenance of Office or Agency                     | 
|Section 6.03.  Appointments to Fill Vacancies in Trustee's Office | 
|Section 6.04.  Provisions as to Paying Agent                       | 
|Section 6.05.  Existence                                           | 
|Section 6.06.  Rule 144A Information Requirement                   | 
|Section 6.07.  Stay, Extension and Usury Laws                      | 
|Section 6.08.  Compliance Certificate                              | 
|Section 6.09.  Liquidated Damages Notice                           | 

ARTICLE 7NOTEHOLDERS
LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

|                                                    | 
|--------------------------------------------------- | 
|Section 7.01.    Noteholders' Lists                | 
|Section 7.02.  Preservation and Disclosure of Lists | 
|Section 7.03.  Reports by Trustee                   | 
|Section 7.04.  Reports by Company                   | 

ARTICLE 8REMEDIES OF THE
TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

|                                                                                          | 
|----------------------------------------------------------------------------------------- | 
|Section 8.01.    Events of Default                                                        | 
|Section 8.02.  Payments of Notes on Default; Suit Therefor                                | 
|Section 8.03.  Application of Monies Collected by Trustee                                 | 
|Section 8.04.  Proceedings by Noteholder                                                  | 
|Section 8.05.  Proceedings by Trustee                                                     | 
|Section 8.06.  Remedies Cumulative and Continuing                                         | 
|Section 8.07.  Direction of Proceedings and Waiver of Defaults by Majority of Noteholders | 
|Section 8.08.  Notice of Defaults                                                         | 
|Section 8.09.  Undertaking to Pay Costs                                                   | 

ARTICLE 9THE TRUSTEE

|                                                                                    | 
|----------------------------------------------------------------------------------- | 
|Section 9.01.    Duties and Responsibilities of Trustee                             | 
|Section 9.02.  Reliance on Documents, Opinions, Etc.                                | 
|Section 9.03.  No Responsibility for Recitals, Etc.                                 | 
|Section 9.04.  Trustee, Paying Agents, Conversion Agents or Registrar May Own Notes | 
|Section 9.05.  Monies to be Held in Trust                                           | 
|Section 9.06.  Compensation and Expenses of Trustee                                 | 
|Section 9.07.  Officers' Certificate as Evidence                                    | 
|Section 9.08.  Conflicting Interests of Trustee                                     | 
|Section 9.09.  Eligibility of Trustee                                               | 
|Section 9.10.  Resignation or Removal of Trustee                                    | 
|Section 9.11.  Acceptance by Successor Trustee                                      | 
|Section 9.12.  Succession by Merger                                                 | 
|Section 9.13.  Preferential Collection of Claims                                    | 

ARTICLE 10THE NOTEHOLDERS

|                                                             | 
|------------------------------------------------------------ | 
|Section 10.01.    Action by Noteholders                      | 
|Section 10.02.  Proof of Execution by Noteholders            | 
|Section 10.03.  Absolute Owners                              | 
|Section 10.04.  Company-Owned Notes Disregarded              | 
|Section 10.05.  Revocation of Consents; Future Holders Bound | 

ARTICLE 11MEETINGS OF
NOTEHOLDERS

|                                                           | 
|---------------------------------------------------------- | 
|Section 11.01.    Purpose of Meetings                      | 
|Section 11.02.  Call of Meetings by Trustee                | 
|Section 11.03.  Call of Meetings by Company or Noteholders | 
|Section 11.04.  Qualifications for Voting                  | 
|Section 11.05.  Regulations                                | 
|Section 11.06.  Voting                                     | 
|Section 1109.  No Delay of Rights by Meeting               | 

ARTICLE 12SUPPLEMENTAL
INDENTURES

|                                                                                            | 
|------------------------------------------------------------------------------------------- | 
|Section 12.01.    Supplemental Indentures Without Consent of Noteholders                    | 
|Section 12.02.  Supplemental Indenture With Consent of Noteholders                          | 
|Section 12.03.  Effect of Supplemental Indenture                                            | 
|Section 12.04.  Notation on Notes                                                           | 
|Section 12.05.  Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee | 

ARTICLE 13CONSOLIDATION,
MERGER, SALE, CONVEYANCE AND LEASE

|                                                           | 
|---------------------------------------------------------- | 
|Section 13.01.    Company May Consolidate on Certain Terms | 
|Section 13.02.  Successor to be Substituted                | 
|Section 13.03.  Opinion of Counsel to be Given to Trustee  | 

ARTICLE 14SATISFACTION AND
DISCHARGE OF INDENTURE

|                                                                | 
|--------------------------------------------------------------- | 
|Section 14.01.    Discharge of Indenture                        | 
|Section 14.02.  Deposited Monies to be Held in Trust by Trustee | 
|Section 14.03.  Paying Agent to Repay Monies Held               | 
|Section 14.04.  Return of Unclaimed Monies                      | 
|Section 14.05.  Reinstatement                                   | 

ARTICLE 15IMMUNITY OF
INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

|                                                                   | 
|------------------------------------------------------------------ | 
|Section 15.01.    Indenture and Notes Solely Corporate Obligations | 

ARTICLE 16 CONVERSION OF NOTES

|                                                                                                                                                                          | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Section 16.01.    Right to Convert                                                                                                                                        | 
|Section 16.02.  Exercise of
Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for
                
           Interest or
         Dividends    | 
|Section 16.03.  Cash Payments in Lieu of Fractional Shares                                                                                                                | 
|Section 16.04.  Conversion Rate                                                                                                                                           | 
|Section 16.05.  Adjustment of Conversion Rate                                                                                                                             | 
|Section 16.06.  Effect of Reclassification, Consolidation, Merger or Sale                                                                                                 | 
|Section 16.07.  Taxes on Shares Issued                                                                                                                                    | 
|Section 16.08.  Reservation of Shares; Shares to be Fully Paid;
 Compliance With Governmental Requirements;          
       
           Listing of Common
         Stock | 
|Section 16.09.  Responsibility of Trustee                                                                                                                                 | 
|Section 16.10.  Notice to Holders Prior to Certain Actions                                                                                                                | 

ARTICLE 17MISCELLANEOUS
PROVISIONS

|                                                                                          | 
|----------------------------------------------------------------------------------------- | 
|Section 17.01.    Provisions Binding on Company's Successors                             | 
|Section 17.02.  Official Acts by Successor Corporation                                    | 
|Section 17.03.  Addresses for Notices, Etc.                                               | 
|Section 17.04.  Governing Law                                                             | 
|Section 17.05.  Evidence of Compliance with Conditions Precedent, Certificates To Trustee | 
|Section 17.06.  Legal Holidays                                                            | 
|Section 17.07.  Trust Indenture Act                                                       | 
|Section 17.08.  No Security Interest Created                                              | 
|Section 17.09.  Benefits of Indenture                                                     | 
|Section 17.10.  Table of Contents, Headings, Etc.                                         | 
|Section 17.11.  Authenticating Agent                                                      | 
|Section 17.12.  Execution in Counterparts                                                 | 
|Section 17.13.  Severability                                                              | 



|                         | 
|------------------------ | 
|Form of Note             | 
|Regulation S Certificate | 
|Rule 144A Certificate    | 

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# INDENTURE

INDENTURE
dated as of April 27, 2004 between CNET Networks, Inc., a Delaware corporation
(hereinafter called the Company), having its principal office at 235
Second Street, San Francisco, California 94105, and Wells Fargo Bank, National
Association, a New York banking corporation, as trustee hereunder (hereinafter called the
Trustee).

# WITNESSETH:

WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the issue of its 0.75%
Convertible Senior Notes Due 2024 (hereinafter called the Notes), in an
aggregate principal amount not to exceed $150,000,000 and, to provide the terms and
conditions upon which the Notes are to be authenticated, issued and delivered, the Company
has duly authorized the execution and delivery of this Indenture; and

WHEREAS,
the Notes, the certificate of authentication to be borne by the Notes, a form of
assignment, a form of repurchase notice and a form of conversion notice to be borne by the
Notes are to be substantially in the forms hereinafter provided for; and

WHEREAS,
all acts and things necessary to make the Notes, when executed by the Company and
authenticated and delivered by the Trustee or a duly authorized authenticating agent, as
in this Indenture provided, the valid, binding and legal obligations of the Company, and
to constitute this Indenture a valid agreement according to its terms, have been done and
performed, and the execution of this Indenture and the issue hereunder of the Notes have
in all respects been duly authorized,

NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE 1DEFINITIONS

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

Accepted
Purchased Shares has the meaning specified in Section 16.05(g) hereof.

Adjustment
Event has the meaning specified in Section 16.05(l) hereof.

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

Agent
Members has the meaning specified in Section 2.05(b) hereof.

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

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

Clearstream
has the meaning specified in Section 2.02 hereof.

Closing
Sale Price of the Common Stock on any date means the closing sale price per
share (or, if no closing sale price is reported, the average of the closing bid and ask
prices or, if more than one in either case, the average of the average closing bid and the
average closing ask prices) on such date as reported in composite transactions for the
principal United States securities exchange on which the Common Stock is traded or, if the
Common Stock is not listed on a United States national or regional securities exchange, as
reported by the Nasdaq National Market or by the National Quotation Bureau Incorporated.
In the absence of such a quotation, the Company shall determine the Closing Sale Price on
the basis it considers appropriate. The Closing Sale Price shall be determined without
reference to extended or after hours trading.

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

Common
Stock means any stock of any class of the Company which has no preference in
respect of dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company and which is not subject to
redemption by the Company. Subject to the provisions of Section 16.06 hereof, however,
shares issuable on conversion of Notes shall include only shares of the class designated
as common stock of the Company at the date of this Indenture (namely, the common stock,
par value $0.0001 per share) or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and which are not subject to redemption by the
Company;provided that if at any time there shall be more than one such resulting
class, the shares of each such class then so issuable on conversion shall be substantially
in the proportion which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes resulting from
all such reclassifications.

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

Company
Repurchase Notice has the meaning specified in Section 3.06(b) hereof.

Conversion
Notice has the meaning specified in Section 16.02(a) hereof.

Conversion Price
as of any day will equal $1,000 divided by the Conversion Rate as of such date.

Conversion
Rate has the meaning specified in Section 16.04 hereof.

Corporate
Trust Office or other similar term, means the designated office of the Trustee
at which at any particular time its corporate trust business as it relates to this
Indenture shall be administered, which office is, at the date as of which this Indenture
is dated, located at: 707 Wilshire Boulevard, 17th Floor, Los Angeles,
California 90017, Attention: Corporate Trust Department.

Current
Market Price has the meaning specified in Section 16.05(h) hereof.

Custodian
means Wells Fargo Bank, National Association, as custodian with respect to the Notes in
global form, or any successor entity thereto.

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

Defaulted
Interest has the meaning specified in Section 2.03 hereof.

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

Designated
Event means the occurrence of (a) a Fundamental Change or (b) the termination of
trading or listing of the Companys Common Stock (or shares of stock or securities
into which the Notes are convertible pursuant to Section 16.06 hereof) on a United States
national securities exchange or the Nasdaq National Market, as the case may be.

Designated
Event Notice has the meaning specified in Section 3.05(b) hereof.

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

Determination
Date has the meaning specified in Section 16.05(l) hereof.

DTC
means The Depository Trust Company.

Euroclear
has the meaning specified in Section 2.02 hereof.

Event
of Default means any event specified in Section 8.01 hereof as an Event of
Default.

Ex-Dividend
Date has the meaning specified in Section 16.05(d) hereof.

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

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

Expiration
Time has the meaning specified in Section 16.05(f) hereof.

Fair
Market Value has the meaning specified in Section 16.05(h) hereof.

Fundamental
Change means (a) the occurrence of any transaction, series of related
transactions or event (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or otherwise) in
connection with which more than 70% of the Common Stock or other capital stock or equity
voting interests of the Company is exchanged for, converted into, acquired for or
constitutes the right to receive, cash, securities or other properties which is not all or
substantially all common stock that is (or, upon consummation of or immediately following
such transaction, series of related transactions or event, which will be) listed on a
United States national securities exchange or approved for quotation on the Nasdaq
National Market or any similar United States system of automated dissemination of
quotations of securities prices or (b) the sale or other distribution by the Company of
all or substantially all of its and its subsidiaries assets, properties or businesses,
taken as a whole.

Global
Note has the meaning specified in Section 2.02 hereof.

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

Initial
Purchasers means Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.
(each an Initial Purchaser).

interest
means, when used with reference to the Notes, any interest payable under the terms of the
Notes and Liquidated Damages, if any, payable under the terms of the Registration Rights
Agreement.

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

Liquidated
Damages Notice has the meaning specified in Section 6.11 hereof.

Non-Electing
Share has the meaning specified in Section 16.06 hereof.

Note
or Notes means any Note or Notes, as the case may be, authenticated and
delivered under this Indenture, including any Global Note.

Note
Register has the meaning specified in Section 2.05 hereof.

Note Registrar
has the meaning specified in Section 2.05 hereof.

Noteholder
or holder as applied to any Note, or other similar terms (but excluding
the term Beneficial Holder), means any Person in whose name at the time
a particular Note is registered on the Note Registrars books.

Offer
Expiration Time has the meaning specified in Section 16.05(g) hereof.

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

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

outstanding,
when used with reference to Notes and subject to the provisions of Section 10.04 hereof,
means, as of any particular time, all Notes authenticated and delivered by the Trustee
under this Indenture, except:

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

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

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

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

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

Portal
Market means the Private Offerings, Resales and Trading Through Automatic
Linkages System operated by the National Association of Securities Dealers, Inc. or any
successor thereto.

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

Purchased
Shares has the meaning specified in Section 16.05(f) hereof.

Record
Date has the meaning specified in Section 16.05(h) hereof.

Registration
Rights Agreement means the Registration Rights Agreement, dated as of April 27,
2004, between the Company and the Initial Purchasers, as amended from time to time in
accordance with its terms.

Regulation
S means Regulation S under the Securities Act.

Repurchase Date
has the meaning specified in Section 3.06 hereof.

Repurchase
Notice has the meaning specified in Section 3.05(c) and Section 3.06(c) hereof.

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

Restricted
Securities has the meaning specified in Section 2.05(c) hereof.

Rule
144A means Rule 144A as promulgated under the Securities Act (or any successor
provision), as it may be amended from time to time.

S&P
has the meaning specified in Section 16.01(a)(v) hereof.

Securities
has the meaning specified in Section 16.05(d) hereof.

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

Significant
Subsidiary means, as of any date of determination, a Subsidiary of the Company
that would constitute a significant subsidiary as such term is defined under
Rule 1-02(w) of Regulation S-X of the Commission as in effect on the date of this
Indenture of which all or substantially all of the outstanding voting securities are
owned, directly or indirectly, by the Company.

Subsidiary
means, with respect to any Person, (i) any corporation, association or other business
entity of which more than 50% of the total voting power of shares of capital stock or
other equity interest entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
subsidiaries of that Person (or a combination thereof) and (ii) any partnership (a) the
sole general partner or managing general partner of which is such Person or a subsidiary
of such Person or (b) the only general partners of which are such Person or one or more
subsidiaries of such Person (or any combination thereof).

Trading
Day has the meaning specified in Section 16.05(h) hereof.

Trading Price
means, on any date, the average of the secondary market bid quotations per $1,000
principal amount of Notes obtained by the Trustee for $5,000,000 principal amount of Notes
at approximately 3:30 p.m., New York City time, on such date from three independent
nationally recognized securities dealers selected by the Company;provided that if
at least three such bids cannot reasonably be obtained by the Trustee, but two bids are
obtained, then the average of the two bids shall be used, and if only one such bid can
reasonably be obtained by the Trustee, one bid shall be used; provided furtherthat
if the Trustee cannot reasonably obtain at least one bid for $5,000,000 principal amount
of Notes from a nationally recognized securities dealer, then the Trading Price per $1,000
principal amount of Notes shall be deemed to be less than 98% of the product of Conversion
Rate and the Closing Sale Price on such date.

Trigger
Event has the meaning specified in Section 16.05(d) hereof.

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

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

ARTICLE 2ISSUE, DESCRIPTION,
EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01.  Designation Amount and Issue of Notes.The Notes shall be designated as 0.75%
Convertible Senior Notes Due2024. Notes not to exceed the aggregate principal
amount of $150,000,000 (except pursuant to Sections 2.05, 2.06, 3.07 and 16.02 hereof)
upon the execution of this Indenture, or from time to time thereafter, may be executed by
the Company and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Notes to or upon the written order of the Company,
signed by its Chairman of the Board, Chief Executive Officer, President or any Vice
President (whether or not designated by a number or numbers or word or words added before
or after the title Vice President), the Treasurer or any Assistant Treasurer
or the Secretary or any Assistant Secretary, without any further action by the Company
hereunder.

Section 2.02.  Form of
Notes.The Notes and the Trustees certificate of authentication to be borne by
such Notes shall be substantially in the form set forth in Exhibit A hereto. The terms and
provisions contained in the form of Note attached as Exhibit A hereto shall constitute,
and are hereby expressly made, a part of this Indenture and, to the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby.

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

So
long as the Notes are eligible for book-entry settlement with the Depositary, or unless
otherwise required by law, or otherwise contemplated by Section 2.05(a) hereof, all of the
Notes will be represented by one or more Notes in global form (a Global
Note) registered in the name of the Depositary or the nominee of the Depositary
for the accounts of participants in the Depositary (and, in the case of Notes held in
accordance with Regulation S, for the accounts of designated agents holding on behalf of
the Euroclear System (Euroclear) or Clearstream Banking, sociéte
anonyme (Clearstream)). The transfer and exchange of beneficial
interests in any such Global Note shall be effected through the Depositary in accordance
with this Indenture and the applicable procedures of the Depositary. Except as provided in
Section 2.05(a) hereof, beneficial owners of a Global Note shall not be entitled to have
certificates registered in their names, will not receive or be entitled to receive
physical delivery of certificates in definitive form and will not be considered holders of
such Global Note.

Any
Global Note shall represent such of the outstanding Notes as shall be specified therein
and 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 increased or reduced to reflect redemptions,
conversions, transfers or exchanges permitted hereby. Any endorsement 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 or the Custodian, at the direction of the
Trustee, in such manner and upon instructions given by the holder of such Notes in
accordance with this Indenture. Payment of principal of and interest on any Global Note
shall be made to the holder of such Note.

The
provisions of the Operating Procedures of the Euroclear System and Terms
and Conditions Governing Use of Euroclear and the Management regulations and
Instructions to Participants of Clearstream shall be applicable to interests in any
Global Note.

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

The
Company will pay interest to the Person in whose name any Note (or its Predecessor Note)
is registered on the Note Register at the close of business (New York City time) on any
record date with respect to any interest payment date; provided that interest
payable upon redemption of any Note (or portion thereof to be redeemed) in accordance with
Section 3.01 hereof will be payable to the Person to whom principal is payable pursuant to
such redemption (unless the redemption date falls after a record 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 on such interest payment date to the holder of
record at the close of business on such record date).

Upon
conversion of a Note (or portion thereof), a holder will not receive any cash payment in
respect of accrued interest on such Note (or portion thereof being converted) unless such
conversion occurs between the close of business (New York City time) on a record date for
the payment of interest to the close of business (New York City time) on the Business Day
immediately preceding the corresponding interest payment date; provided that if any
Note (or portion thereof) is surrendered for conversion during the period from the close
of business (New York City time) on a record date for the payment of interest to the close
of business (New York City time) on the Business Day immediately preceding the
corresponding interest payment date, such Note (or portion thereof being converted) must
be accompanied by payment, in immediately available funds or other funds acceptable to the
Company, in an amount equal to the interest otherwise payable on such interest payment
date on the principal amount being converted;provided furtherthat no such
payment shall be required (1) if the Company has specified a redemption date pursuant to
Section 3.01 hereof that is after a record date but on or prior to the corresponding
interest payment date, (2) if the Company has specified a Designated Event Repurchase Date
that is after a record date and on or prior to the corresponding interest payment date or
(3) to the extent any overdue interest exists at the time of conversion with respect to
any such Note (or portion thereof) being converted.

Interest
shall be payable at the office of the Company maintained by the Company for such purposes
in the Borough of Manhattan, City of New York, which shall initially be an office or
agency of the Trustee. The Company shall pay interest (i) on any Notes in certificated
form by check mailed to the address of the Person entitled thereto as it appears in the
Note Register (or upon written notice by such Person, by wire transfer in immediately
available funds, if such Person is entitled to interest on aggregate principal in excess
of $2.0 million) or (ii) on any Global Note by wire transfer of immediately available
funds to the account of the Depositary or its nominee. The term record
date with respect to any interest payment date shall mean the April 1 or October
1 preceding the applicable April 15 or October 15 interest payment date, respectively.

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

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

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

Section 2.04.    Execution of Notes.The Notes shall be signed in the name and on behalf of the Company
by the manual or facsimile signature of its Chairman of the Board, Chief Executive
Officer, President or any Vice President (whether or not designated by a number or numbers
or word or words added before or after the title Vice President) and attested
by the manual or facsimile signature of its Secretary or any of its Assistant Secretaries
or its Treasurer or any of its Assistant Treasurers (which may be printed, engraved or
otherwise reproduced thereon, by facsimile or otherwise). Only such Notes as shall bear
thereon a certificate of authentication substantially in the form set forth on the form of
Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating
agent appointed by the Trustee as provided by Section 17.11), shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by
the Trustee (or such an authenticating agent) upon any Note executed by the Company shall
be conclusive evidence that the Note so authenticated has been duly authenticated and
delivered hereunder and that the holder is entitled to the benefits of this Indenture.

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

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

Upon
surrender for registration of transfer of any Note to the Note Registrar or any
co-registrar, and satisfaction of the requirements for such transfer set forth in this
Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Notes of any
authorized denominations and of a like aggregate principal amount and bearing such
restrictive legends as may be required by this Indenture.

Notes
may be exchanged for other Notes of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at any such office or agency
maintained by the Company pursuant to Section 6.02. Whenever any Notes are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and deliver,
the Notes which the Noteholder making the exchange is entitled to receive bearing
registration numbers not contemporaneously outstanding.

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

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

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

Neither
the Company nor the Trustee nor any Note Registrar shall be required to exchange or
register a transfer of (a) any Notes or portions thereof surrendered for conversion
pursuant to Article 16 or (b) any Notes or portions thereof tendered for redemption or
repurchase (and not withdrawn) pursuant to Sections 3.05 or 3.06 hereof.

| | (b) | The following provisions shall apply only to Global Notes:
| | --- | ----------------------------------------------------------

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

| | (ii) | Notwithstanding any other provision in this Indenture, no Global Note may be
                    exchanged in whole or in part for Notes registered, and no transfer of a Global
                    Note in whole or in part may be registered, in the name of any Person other than
                    the Depositary or a nominee thereof unless (A)
                    the Depositary (i) has notified the Company that it is unwilling or unable to
                    continue as Depositary for such Global Note or (ii) has ceased to be a clearing
                    agency registered under the Exchange Act, and, in either such case, a successor
                    depositary has not been appointed by the Company within ninety (90) days, or
                    (B) the Company, in its sole discretion,
                    notifies the Trustee in writing that it no longer wishes to have all the Notes
                    represented by Global Notes. Any Global Note exchanged pursuant to clause (A)
                    above shall be so exchanged in whole and not in part and any Global Note
                    exchanged pursuant to clause (B) above may be exchanged in whole or from time to
                    time in part as directed by the Company. Any Note issued in exchange for a
                    Global Note or any portion thereof shall be a Global Note;provided that
                    any such Note so issued that is registered in the name of a Person other than
                    the Depositary or a nominee thereof shall not be a Global Note.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | Securities issued in exchange for a Global Note or any portion thereof pursuant
                    to clause (ii) above shall be issued in definitive, fully registered form,
                    without interest coupons, shall have an aggregate principal amount equal to that
                    of such Global Note or portion thereof to be so exchanged, shall be registered
                    in such names and be in such authorized denominations as the Depositary shall
                    designate and shall bear any legends required hereunder. Any Global Note to be
                    exchanged in whole shall be surrendered by the Depositary to the Trustee, as
                    Note Registrar. With regard to any Global Note to be exchanged in part, either
                    such Global Note shall be so surrendered for exchange or, if the Trustee is
                    acting as Custodian for the Depositary or its nominee with respect to such
                    Global Note, the principal amount thereof shall be reduced, by an amount equal
                    to the portion thereof to be so exchanged, by means of an appropriate adjustment
                    made on the records of the Trustee. Upon any such surrender or adjustment, the
                    Trustee shall authenticate and make available for delivery the Note issuable on
                    such exchange to or upon the written order of the Depositary or an authorized
                    representative thereof.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

| | (vi) | At such time as all interests in a Global Note have been redeemed, repurchased,
                    converted, canceled or exchanged for Notes in certificated form, such Global
                    Note shall, upon receipt thereof, be canceled by the Trustee in accordance with
                    standing procedures and instructions existing between the Depositary and the
                    Custodian. At any time prior to such cancellation, if any interest in a Global
                    Note is redeemed, repurchased, converted, canceled or exchanged for Notes in
                    certificated form, the principal amount of such Global Note shall, in accordance
                    with the standing procedures and instructions existing between the Depositary
                    and the Custodian, be appropriately reduced, and an endorsement shall be made on
                    such Global Note, by the Trustee or the Custodian, at the direction of the
                    Trustee, to reflect such reduction.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Every Note that bears or is required under this Section 2.05(c) to bear the
                    legend set forth in this Section 2.05(c) (together with any Common Stock issued
                    upon conversion of the Notes and required to bear the legend set forth in this
                    Section 2.05(c), collectively, the Restricted Securities)
                    shall be subject to the restrictions on transfer set forth in this Section
                    2.05(c) (including those set forth in the legend below) unless such restrictions
                    on transfer shall be waived by written consent of the Company, and the holder of
                    each such Restricted Security, by such Note holders acceptance thereof,
                    agrees to be bound by all such restrictions on transfer. As used in Section
                    2.05(c) and Section 2.05(d), the term transfer means any sale,
                    pledge, loan, transfer or other disposition whatsoever of any Restricted
                    Security or any interest therein.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Until
the expiration of the holding period applicable to sales of Notes under Rule 144(k) under
the Securities Act (or any successor provision), any certificate evidencing a Note (and
all securities issued in exchange therefor or substitution thereof, other than Common
Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in
Section 2.05(d), if applicable) shall bear a legend in substantially the following form,
unless such Note has been sold pursuant to a registration statement that has been declared
effective under the Securities Act (and which continues to be effective at the time of
such transfer) or sold pursuant to Rule 144 under the Securities Act or any similar
provision then in force, or unless otherwise agreed by the Company in writing, with
written notice thereof to the Trustee:

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

| | THE
HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, (B) THE HOLDER WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION
WITH REGARD TO THIS NOTE OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, AND (C) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) AND (B) ABOVE.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any
Note (or security issued in exchange or substitution therefor) as to which such
restrictions on transfer shall have expired in accordance with their terms or as to
conditions for removal of the foregoing legend set forth therein have been satisfied may,
upon surrender of such Note for exchange to the Note Registrar in accordance with the
provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and
aggregate principal amount, which shall not bear the restrictive legend required by this
Section 2.05(c). If the Restricted Security surrendered for exchange is represented by a
Global Note bearing the legend set forth in this Section 2.05(c), the principal amount of
the legended Global Note shall be reduced by the appropriate principal amount and the
principal amount of a Global Note without the legend set forth in this Section 2.05(c)
shall be increased by an equal principal amount. If a Global Note without the legend set
forth in this Section 2.05(c) is not then outstanding, the Company shall execute and the
Trustee shall authenticate and deliver an unlegended Global Note to the Depositary.

(d)    
          Until the expiration of the holding period applicable to sales thereof under
          Rule 144(k) under the Securities Act (or any successor provision), any stock
          certificate representing Common Stock issued upon conversion of any Note shall
          bear a legend in substantially the following form, unless such Common Stock has
          been sold pursuant to a registration statement that has been declared effective
          under the Securities Act (and which continues to be effective at the time of
          such transfer) or pursuant to Rule 144 under the Securities Act or any similar
          provision then in force, or such Common Stock has been issued upon conversion of
          Notes that have been transferred pursuant to a registration statement that has
          been declared effective under the Securities Act or pursuant to Rule 144 under
          the Securities Act or any similar provision then in force, or unless otherwise
          agreed by the Company in writing with written notice thereof to the transfer
          agent:

| | THIS
COMMON STOCK WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE SECURITIES ACT), AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS COMMON STOCK IS HEREBY NOTIFIED
THAT THE SELLER OF THIS COMMON STOCK MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | THE
HOLDER OF THIS COMMON STOCK AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS COMMON
STOCK MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, IF AVAILABLE, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, (B) THE HOLDER WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE
IN ANY HEDGING TRANSACTION WITH REGARD TO THIS COMMON STOCK EXCEPT IN COMPLIANCE WITH THE
SECURITIES ACT, AND (C) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER OF THIS COMMON STOCK FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
AND (B) ABOVE.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any
such Common Stock as to which such restrictions on transfer shall have expired in
accordance with their terms or as to which the conditions for removal of the foregoing
legend set forth therein have been satisfied may, upon surrender of the certificates
representing such shares of Common Stock for exchange in accordance with the procedures of
the transfer agent for the Common Stock, be exchanged for a new certificate or
certificates for a like number of shares of Common Stock, which shall not bear the
restrictive legend required by this Section 2.05(d).

(e)    
          Any Note or Common Stock issued upon the conversion of a Note that, prior to the
          expiration of the holding period applicable to sales thereof under Rule 144(k)
          under the Securities Act (or any successor provision), is purchased or owned by
          the Company or any Affiliate thereof may not be resold by the Company or such
          Affiliate unless registered under the Securities Act or resold pursuant to an
          exemption from the registration requirements of the Securities Act in a
          transaction which results in such Notes or Common Stock, as the case may be, no
          longer being Restricted Securities as defined under Rule 144.

(f)    
          The Trustee shall have no responsibility or obligation to any Agent Members or
          any other Person with respect to the accuracy of the books or records, or the
          acts or omissions, of the Depositary or its nominee or of any participant or
          member thereof, with respect to any ownership interest in the Notes or with
          respect to the delivery to any Agent Member or other Person (other than the
          Depositary) of any notice (including any notice of redemption) or the payment of
          any amount, under or with respect to such Notes. All notices and communications
          to be given to the Noteholder and all payments to be made to Noteholders under
          the Notes shall be given or made only to or upon the order of the registered
          Noteholders (which shall be the Depositary or its nominee in the case of a
          Global Note). The rights of beneficial owners in any Global Note shall be
          exercised only through the Depositary subject to the customary procedures of the
          Depositary. The Trustee may rely and shall be fully protected in relying upon
          information furnished by the Depositary with respect to its Agent Members.

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

Section 2.06.     Mutilated,
Destroyed, Lost or Stolen Notes.In case any Note shall become mutilated or be
destroyed, lost or stolen, the Company in its discretion may execute, and upon its written
request the Trustee or an authenticating agent appointed by the Trustee shall authenticate
and make available for delivery, a new Note, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in
substitution for the Note so destroyed, lost or stolen. In every case, the applicant for a
substituted Note shall furnish to the Company, the Trustee and, if applicable, any
authenticating agent such security or indemnity as may be required by them to save each of
them harmless for any loss, liability, cost or expense caused by or connected with such
substitution, and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company, the Trustee and, if applicable, any authenticating agent evidence
to their satisfaction of the destruction, loss or theft of such Note and of the ownership
thereof.

Following
receipt by the Trustee or such authenticating agent, as the case may be, of satisfactory
security or indemnity and evidence, as described in the preceding paragraph, the Trustee
or such authenticating agent may authenticate any such substituted Note and make available
for delivery such Note. Upon the issuance of any substituted Note, the Company may require
the payment by the holder of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in relation thereto and any other expenses
connected therewith. In case any Note which has matured or is about to mature or has been
tendered for redemption upon a Designated Event (and not withdrawn) or is to be converted
into Common Stock shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substitute Note, pay or authorize the payment of or convert or
authorize the conversion of the same (without surrender thereof except in the case of a
mutilated Note), as the case may be, if the applicant for such payment or conversion shall
furnish to the Company, the Trustee and, if applicable, any authenticating agent such
security or indemnity as may be required by them to save each of them harmless for any
loss, liability, cost or expense caused by or in connection with such substitution, and,
in every case of destruction, loss or theft, the applicant shall also furnish to the
Company, the Trustee and, if applicable, any paying agent or conversion agent evidence to
their satisfaction of the destruction, loss or theft of such Note and of the ownership
thereof.

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

Section 2.07.     Temporary
Notes.Pending the preparation of Notes in certificated form, the Company may execute
and the Trustee or an authenticating agent appointed by the Trustee shall, upon the
written request of the Company, authenticate and deliver temporary Notes (printed or
lithographed). Temporary Notes shall be issuable in any authorized denomination, and
substantially in the form of the Notes in certificated form, but with such omissions,
insertions and variations as may be appropriate for temporary Notes, all as may be
determined by the Company. Every such temporary Note shall be executed by the Company and
authenticated by the Trustee or such authenticating agent upon the same conditions and in
substantially the same manner, and with the same effect, as the Notes in certificated
form. Without unreasonable delay, the Company will execute and deliver to the Trustee or
such authenticating agent Notes in certificated form and thereupon any or all temporary
Notes may be surrendered in exchange therefor, at each office or agency maintained by the
Company pursuant to Section 6.02 hereof and the Trustee or such authenticating agent shall
authenticate and make available for delivery in exchange for such temporary Notes an equal
aggregate principal amount of Notes in certificated form. Such exchange shall be made by
the Company at its own expense and without any charge therefor. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits and subject to the
same limitations under this Indenture as Notes in certificated form authenticated and
delivered hereunder.

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

Section 2.09.     CUSIP
Numbers.The Company, in issuing the Notes, may use CUSIP numbers, if then generally
in use, and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a
convenience to Noteholders;provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the
Notes or as contained in any notice of a redemption and that reliance may be placed only
on the other identification numbers printed on the Notes, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will promptly
notify the Trustee of any change in the CUSIP numbers.

Section 2.10    Rule 144A
and Regulation S.The Company agrees that it will refuse to register any transfer of
Notes or Common Stock that is not made in accordance with the provisions of Rule 144A or
Regulation S under the Securities Act, pursuant to a registration statement which has been
declared effective under the Securities Act or pursuant to an available exemption from the
registration requirements of the Securities Act; provided that this Section 2.10
shall not be applicable to any Note or shares of Common Stock which does not bear the
legend set forth in Section 2.05(c) or (d) hereof.

ARTICLE 3REDEMPTION AND
REPURCHASE OF NOTES

Section 3.01.     Optional
Redemption of Notes by the Company.At any time on or after April 21, 2009 and
prior to maturity, the Notes may be redeemed at the option of the Company, in whole or in
part, upon notice as set forth in Section 3.02 hereof, at a redemption price equal to 100%
of the principal amount thereof, together with accrued and unpaid interest thereon, to but
excluding the date fixed for redemption.

Section 3.02.    Notice of Optional
Redemption;Selection of Notes.In case the Company elects to exercise its
right to redeem all or any part of the Notes pursuant to Section 3.01 hereof, it shall fix
a date for redemption and it or, upon its written request delivered to the Trustee not
fewer than forty-five (45) days prior (or such shorter period of time as may be acceptable
to the Trustee) to the date fixed for redemption, the Trustee in the name of and at the
expense of the Company, shall mail or cause to be mailed a notice of such redemption not
fewer than thirty (30) nor more than sixty (60) days prior to the redemption date to each
holder of Notes so to be redeemed in whole or in part in the manner provided in Section
17.03 hereof;provided that if the Company shall give such notice, it shall also
give written notice of the redemption date to the Trustee. Such mailing shall be by first
class mail. The notice, if mailed in the manner herein provided, shall be conclusively
presumed to have been duly given as of the date so mailed, whether or not the holder
receives such notice. In any case, failure to give such notice by mail or any defect in
the notice to the holder of any Note designated for redemption in whole or in part shall
not affect the validity of the procedures for the redemption of any other Note.
Concurrently with the mailing of any such notice of redemption, the Company shall issue a
press release announcing such redemption, the form and content of which press release
shall be determined by the Company in its sole discretion. The failure to issue any such
press release or any defect therein shall not affect the validity of the redemption notice
or any of the procedures for the redemption of any Note called for redemption.

Each
such notice of redemption shall specify:

| | (i)       
               the aggregate principal amount of Notes to be redeemed;
| | ---------------------------------------------------------------------------------

| | (ii)       
               the CUSIP number or numbers of the Notes being redeemed (if then generally in
               use);
| | -----------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               the date fixed for redemption (which shall be a Business Day);
| | ------------------------------------------------------------------------------------------

| | (iv)       
               the redemption price at which Notes are to be redeemed;
| | ----------------------------------------------------------------------------------

| | (v)       
               the amount of interest accrued to the date fixed for redemption on the Notes to
               be redeemed;
| | -------------------------------------------------------------------------------------------------------------------------------------

| | (vi)       
               that on and after the date fixed for redemption, interest on the Notes to be
               redeemed or on the portion thereof to be redeemed will cease to accrue;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii)       
               the place or places of payment;
| | -----------------------------------------------------------

| | (viii)       
               that payment will be made upon presentation and surrender of such Notes;
| | -----------------------------------------------------------------------------------------------------

| | (ix)       
               the current Conversion Rate; and
| | -----------------------------------------------------------

| | (x)       
               that the Notes will be convertible at any time on or after the date of such
               Company Redemption Notice and until the close of business (New York City time)
               on the Business Day immediately preceding the redemption date.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If fewer than all the Notes are to be
redeemed, the notice of redemption shall identify the Notes to be redeemed (including
CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of
redemption shall state the portion of the principal amount thereof to be redeemed and
shall state that, on and after the redemption date, upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion thereof will be issued.

On
or prior to the redemption date specified in the notice of redemption given as provided in
this Section 3.02, the Company will deposit with the Trustee or with one or more paying
agents (or, if the Company is acting as its own paying agent, set aside, segregate and
hold in trust as provided in Section 6.04 hereof) an amount of money in immediately
available funds sufficient to redeem on the redemption date all the Notes (or portions
thereof) so called for redemption (other than those theretofore surrendered for conversion
into Common Stock) at the appropriate redemption price, together with accrued interest to
but excluding the redemption date;provided that if such payment is made on the
redemption date it must be received by the Trustee or paying agent, as the case may be, by
10:00 a.m. (New York City time) on such date. The Company shall be entitled to retain any
interest, yield or gain on amounts deposited with the Trustee or any paying agent pursuant
to this Section 3.02 in excess of amounts required hereunder to pay the redemption price
and accrued interest to but excluding the redemption date. If any Note called for
redemption is converted pursuant to this Section 3.02 prior to such redemption date, any
money deposited with the Trustee or any paying agent or so segregated and held in trust
for the redemption of such Note shall be paid to the Company upon its written request, or,
if then held by the Company, shall be discharged from such trust.

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

Upon
any redemption of less than all of the outstanding Notes, the Company and the Trustee may
(but need not), solely for purposes of determining the pro rata allocation among such
Notes as are unconverted and outstanding at the time of redemption, treat as outstanding
any Notes surrendered for conversion during the period of fifteen (15) days next preceding
the mailing of a notice of redemption and may (but need not) treat as outstanding any Note
authenticated and delivered during such period in exchange for the unconverted portion of
any Note converted in part during such period.

Section 3.03.     Payment of Notes
Called for Redemption by the Company.If notice of redemption has been given as
provided in Section 3.02 hereof, the Notes or portion of Notes with respect to which such
notice has been given shall, unless converted into Common Stock pursuant to the terms
hereof, become due and payable on the date fixed for redemption and at the place or places
stated in such notice at the applicable redemption price, together with interest accrued
to but excluding the redemption date, and on and after said date (unless the Company shall
default in the payment of such Notes at the redemption price, together with interest
accrued to said date) interest on the Notes or portion of Notes so called for redemption
shall cease to accrue and, after the close of business (New York City time) on the
Business Day immediately preceding the redemption date (unless the Company shall default
in the payment of such Notes at the redemption price, together with interest accrued to
said date) such Notes shall cease to be convertible into Common Stock and, except as
provided in Section 9.05 and Section 14.04, to be entitled to any benefit or security
under this Indenture, and the holders thereof shall have no right in respect of such Notes
except the right to receive the redemption price thereof and unpaid interest to but
excluding the redemption date. On presentation and surrender of such Notes at a place of
payment in said notice specified, the said Notes or the specified portions thereof shall
be paid and redeemed by the Company at the applicable redemption price, together with
interest accrued thereon to but excluding the redemption date;provided that if the
redemption date falls after a record date for the payment of interest and on or prior to
the corresponding interest payment date, then the interest payable on such interest
payment date shall be paid to the holders of record of the Notes on the applicable record
date instead of the holders surrendering the Notes for repurchase on such redemption date.

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

Notwithstanding
the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption
during the continuance of a default in payment of interest on the Notes. If any Note
called for redemption shall not be so paid upon surrender thereof for redemption, the
principal shall, until paid or duly provided for, bear interest from the redemption date
at a rate equal to 1% per annum above the then applicable rate and such Note shall remain
convertible into Common Stock until the principal and interest shall have been paid or
duly provided for.

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

Section 3.05.     Repurchase
of Notes by the Company at Option of the Holder Upon a Designated Event.(a) If there
shall occur a Designated Event at any time prior to maturity of the Notes, then each
Noteholder shall have the right, at such holders option, to require the Company to
repurchase all of such holders Notes, or any portion thereof that is a multiple of
$1,000 principal amount, on a Business Day specified by the Company that is not less than
20 nor more than 35 Business Days (the Designated Event Repurchase
Date) after the date of the Designated Event Notice (as defined in Section
3.05(b) hereof) at a repurchase price equal to 100% of the principal amount thereof,
together with accrued and unpaid interest thereon, to but excluding the Designated Event
Repurchase Date;provided that if such Designated Event Repurchase Date falls after
a record date for the payment of interest and on or prior to the corresponding interest
payment date, then the interest payable on such interest payment date shall be paid to the
holders of record of the Notes on the applicable record date instead of the holders
surrendering the Notes for repurchase on such Designated Event Repurchase Date.

(b)    
          On or before the thirtieth (30th) day after the occurrence of a
          Designated Event, the Company or at its written request (which must be received
          by the Trustee at least five (5) Business Days prior to the date the Trustee is
          requested to give notice as described below, unless the Trustee shall agree in
          writing to a shorter period), the Trustee in the name of and at the expense of
          the Company, shall mail or cause to be mailed to all holders of record on the
          date of the Designated Event, a notice of the occurrence of such Designated
          Event (the Designated Event Notice) and of the repurchase
          right at the option of the holders arising as a result thereof in the manner
          provided in Section 17.03 hereof; provided that if the Company shall give
          such notice, it shall also give written notice of the Designated Event to the
          Trustee. Such notice shall be mailed by first class mail. The notice, if mailed
          in the manner herein provided, shall be conclusively presumed to have been duly
          given as of the date so mailed, whether or not the holder receives such notice.
          In any case, failure to give such notice by mail or any defect in the notice to
          the holder of any Note shall not affect the validity of the procedures for the
          repurchase of the Notes. Concurrently with the mailing of any Designated Event
          Notice, the Company shall issue a press release announcing such Designated Event
          referred to in the Designated Event Notice, the form and content of which press
          release shall be determined by the Company in its sole discretion. The failure
          to issue any such press release or any defect therein shall not affect the
          validity of the Designated Event Notice or any procedures for the repurchase of
          any Note which any Noteholder may elect to have the Company repurchase as
          provided in this Section 3.05.

| | Each
Designated Event Notice shall specify:
| | -------------------------------------------

| | (i)       
               the circumstances constituting the Designated Event;
| | ------------------------------------------------------------------------------

| | (ii)       
               the Designated Event Repurchase Date;
| | ----------------------------------------------------------------

| | (iii)       
               the price at which the Company shall be obligated to repurchase the Notes;
| | ------------------------------------------------------------------------------------------------------

| | (iv)       
               the amount of accrued and unpaid interest on each Note to the Designated Event
               Repurchase Date;
| | -----------------------------------------------------------------------------------------------------------------------------------------

| | (v)       
               the CUSIP number or numbers of the Notes (if then generally in use);
| | ----------------------------------------------------------------------------------------------

| | (vi)       
               that the holder must exercise the repurchase right on or prior to the close of
               business (New York City time) on the Designated Event Repurchase Date;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii)       
               a description of the procedure which a Noteholder must follow to exercise such
               repurchase rights;
| | --------------------------------------------------------------------------------------------------------------------------------------------

| | (viii)       
               the place or places where the holder is to surrender such holders Notes;
| | ------------------------------------------------------------------------------------------------------

| | (ix)       
               that the holder shall have the right to withdraw any Notes surrendered prior to
               the close of business on the Designated Event Repurchase Date; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x)       
               a description of the procedure which a Noteholder must follow to withdraw any
               surrendered Notes.
| | -----------------------------------------------------------------------------------------------------------------------------------------

(c)    
          Repurchase pursuant to this Section 3.05 shall be made at the option of the
          Noteholder upon:

| | (i) | delivery to the Trustee (or other paying agent appointed by the Company) by a
                    Noteholder of a duly completed notice (the Repurchase Notice)
                    in the form set forth on the reverse of the Note attached hereto as
                    Exhibit A during the period beginning at any time from the opening of
                    business (New York City time) on the date the Designated Event Notice is mailed
                    until the close of business (New York City time) on the Business Day immediately
                    prior to the Designated Event Repurchase Date; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | delivery or book-entry transfer of the Note or Notes to the Trustee (or other
                    paying agent appointed by the Company) at any time after delivery of the
                    Designated Event Repurchase Notice (together with all necessary endorsements) at
                    the Corporate Trust Office of the Trustee (or other paying agent appointed by
                    the Company) as provided in Section 6.02 hereof, such delivery being a condition
                    to receipt by the holder of the repurchase price therefor;provided that
                    such repurchase price shall be so paid pursuant to this Section 3.05 only if the
                    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
                    Repurchase Notice.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding
anything herein to the contrary, any holder delivering to the Trustee (or other paying
agent appointed by the Company) the Repurchase Notice contemplated by this Section 3.05
shall have the right to withdraw such Repurchase Notice at any time prior to the close of
business on the Designated Event Repurchase Date in accordance with Section 3.07 hereof.

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

(d)    
          On or prior to the Designated Event Repurchase Date, the Company will deposit
          with the Trustee or with one or more paying agents (or, if the Company is acting
          as its own paying agent, set aside, segregate and hold in trust as provided in
          Section 6.04 hereof) an amount of money sufficient to repurchase on the
          Designated Event Repurchase Date the Notes to be repurchased on such date at the
          appropriate repurchase price, together with accrued and unpaid interest, to but
          excluding the Designated Event Repurchase Date; provided that if such
          payment is made on the Designated Event Repurchase Date it must be received by
          the Trustee or paying agent, as the case may be, by 10:00 a.m. (New York City
          time), on such date. Payment for Notes surrendered for repurchase (and not
          withdrawn) prior to the close of business on the Designated Event Repurchase
          Date will be made promptly (but in no event more than five (5) Business Days)
          following the repurchase date by mailing checks for the amount payable to the
          holders of such Notes entitled thereto provided in Section 3.05(a) hereof.

If
the Trustee or other paying agent appointed by the Company, or the Company or a Subsidiary
or Affiliate of either of them, if such entity is acting as the paying agent, holds cash
sufficient to pay the aggregate repurchase price of all the Notes, or portions thereof,
that are to be repurchased as of the Designated Event Repurchase Date, then on or after
the Designated Event Repurchase Date (i) the Notes will cease to be outstanding, (ii)
interest on the Notes will cease to accrue, and (iii) all other rights of the holders of
such Notes will terminate, whether or not book-entry transfer of the Notes has been made
or the Notes have been delivered to the Trustee or paying agent, other than the right to
receive the repurchase price upon delivery of the Notes.

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

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

Section 3.06.      Repurchase of Notes
by the Company at Option of the Holder.(a)The Notes, or any portion thereof
that is a multiple of $1,000 principal amount, shall be repurchased by the Company
pursuant to the terms of the Notes at the option of the holder on April 15, 2009, April
15, 2014 and April 15, 2019 (each, a Repurchase Date), at a repurchase
price equal to 100% of the principal amount thereof, together with accrued and unpaid
interest thereon, to but excluding the applicable Repurchase Date.

(b)    
          On or before the twentieth (20th) Business Day prior to a Repurchase
          Date, the Company or at its written request (which must be received by the
          Trustee at least five (5) Business Days prior to the date the Trustee is
          requested to give notice as described below, unless the Trustee shall agree in
          writing to a shorter period), the Trustee in the name of and at the expense of
          the Company, shall mail or cause to be mailed to all holders of record on such
          date, a notice of the Repurchase Date (the Company Repurchase
          Notice) and of the repurchase right at the option of the holders
          arising as a result thereof in the manner provided in Section 17.03 hereof;
          provided that if the Company shall give such notice, it shall also give
          written notice of the Repurchase Date to the Trustee. Such notice shall be
          mailed by first class mail. The notice, if mailed in the manner herein provided,
          shall be conclusively presumed to have been duly given as of the date so mailed,
          whether or not the holder receives such notice. In any case, failure to give
          such notice by mail or any defect in the notice to the holder of any Note shall
          not affect the validity of the procedures for the repurchase of the Notes.
          Concurrently with the mailing of any Designated Event Notice, the Company shall
          issue a press release announcing such Repurchase Date referred to in the Company
          Repurchase Notice, the form and content of which press release shall be
          determined by the Company in its sole discretion. The failure to issue any such
          press release or any defect therein shall not affect the validity of the Company
          Repurchase Notice or any procedures for the repurchase of any Note which any
          Noteholder may elect to have the Company repurchase as provided in this Section
          3.06.

Each
Company Repurchase Notice shall specify:

| | (i)       
               the Repurchase Date;
| | ----------------------------------------------

| | (ii)       
               the price at which the Company shall be obligated to repurchase the notes;
| | -----------------------------------------------------------------------------------------------------

| | (iii)       
               the amount of accrued and unpaid interest on each Note to the Repurchase Date;
| | ----------------------------------------------------------------------------------------------------------

| | (iv)       
               the CUSIP number or numbers of the Notes (if then generally in use);
| | -----------------------------------------------------------------------------------------------

| | (v)       
               that the holder must exercise the repurchase right on or prior to the close of
               business (New York City time) on the Repurchase Date;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)       
               a description of the procedure which a Noteholder must follow to exercise such
               repurchase rights;
| | -------------------------------------------------------------------------------------------------------------------------------------------

| | (vii)       
               the place or places where the holder is to surrender such holders Notes;
| | -----------------------------------------------------------------------------------------------------

| | (viii)       
               that the holder shall have the right to withdraw any Notes surrendered prior to
               the close of business (New York City time) on the Repurchase Date; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix)       
               a description of the procedure which a Noteholder must follow to withdraw any
               surrendered Notes.
| | ------------------------------------------------------------------------------------------------------------------------------------------

(c)    
          Repurchases pursuant to this Section 3.06 shall be made at the option of the
          Noteholder upon:

| | (i)       
               delivery to the Trustee (or other paying agent appointed by the Company) by a
               Noteholder of a duly completed notice (the Repurchase Notice)
               in the form set forth on the reverse of the Note attached hereto as
               Exhibit A during the period beginning at any time from the opening of
               business (New York City time) on the date that is 20 Business Days prior to the
               corresponding Repurchase Date until the close of business (New York City time)
               on the Repurchase Date; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               delivery or book-entry transfer of the Note or Notes to the Trustee (or other
               paying agent appointed by the Company) at any time after delivery of the
               Repurchase Notice (together with all necessary endorsements) at the Corporate
               Trust Office of the Trustee (or other paying agent appointed by the Company) as
               provided in Section 6.02 hereof, such delivery being a condition to receipt by
               the holder of the repurchase price therefor;provided that such
               repurchase price shall be so paid pursuant to this Section 3.06 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
               Repurchase Notice.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding
anything herein to the contrary, any holder delivering to the Trustee (or other paying
agent appointed by the Company) the Repurchase Notice contemplated by this Section 3.06
shall have the right to withdraw such Repurchase Notice at any time prior to the close of
business on the Repurchase Date in accordance with Section 3.07 hereof.

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

(d)    
          On or prior to a Repurchase Date, the Company will deposit with the Trustee or
          with one or more paying agents (or, if the Company is acting as its own paying
          agent, set aside, segregate and hold in trust as provided in Section 6.04
          hereof) an amount of money sufficient to repurchase on the Repurchase Date the
          Notes to be repurchased on such date at the appropriate repurchase price,
          together with accrued and unpaid interest, to but excluding the Repurchase
          Date;provided that if such payment is made on the Repurchase Date it
          must be received by the Trustee or paying agent, as the case may be, by 10:00
          a.m. (New York City time), on such date. Payment for Notes surrendered for
          repurchase (and not withdrawn) prior to the close of business on the Repurchase
          Date will be made promptly (but in no event more than five (5) Business Days)
          following the repurchase date by mailing checks for the amount payable to the
          holders of such Notes entitled thereto provided in Section 3.06(a) hereof.

If
the Trustee or other paying agent appointed by the Company, or the Company or a Subsidiary
or Affiliate of either of them, if such entity is acting as the paying agent, holds cash
sufficient to pay the aggregate repurchase price of all the Notes, or portions thereof,
that are to be repurchased as of the Repurchase Date, then on or after the Repurchase Date
(i) the Notes will cease to be outstanding, (ii) interest on the Notes will cease to
accrue, and (iii) all other rights of the holders of such Notes will terminate, whether or
not book-entry transfer of the Notes has been made or the Notes have been delivered to the
Trustee or paying agent, other than the right to receive the repurchase price upon
delivery of the Notes.

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

Section 3.07.     Payment of
Notes Upon Receipt of a Repurchase Notice; Withdrawal Thereof.

(a)    
                    Upon receipt by the Trustee (or other paying agent appointed by the Company) of
                    the Repurchase Notice specified in Section 3.05 or Section 3.06 hereof, a holder
                    of Notes in respect of which such Repurchase Notice was given shall (unless such
                    Repurchase Notice is validly withdrawn) thereafter be entitled to receive solely
                    the repurchase price with respect to such Note. Such repurchase price shall be
                    paid to such Noteholder, subject to receipt of funds and/or Notes by the Trustee
                    (or other paying agent appointed by the Company), (x) in the case of a
                    Designated Event, promptly following the Designated Event Repurchase Date
                    (provided the holder has satisfied the conditions in Section 3.05 hereof) and
                    (y) in the case of a Repurchase Date, promptly following such Repurchase Date
                    (provided the holder has satisfied the conditions in Section 3.06 hereof). Notes
                    in respect of which a Repurchase Notice has been given by the holder thereof may
                    not be converted pursuant to Article 16 hereof on or after the date of the
                    delivery of such Repurchase Notice unless such Repurchase Notice has first been
                    validly withdrawn.

(b)    
                    A Repurchase Notice may be withdrawn by means of a written notice of withdrawal
                    delivered to the Corporate Trust Office of the Trustee (or other paying agent
                    appointed by the Company) at any time prior to the close of business (New York
                    City time) on the Designated Event Repurchase Date or the Repurchase Date, as
                    the case may be, specifying:

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

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

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

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

Section 3.08.    Notes
Redeemed or Repurchased in Part.Provisions of this Indenture that apply to the
redemption or repurchase of a whole Note also apply to the redemption or repurchase of a
portion of any such Note. Upon presentation of any Note redeemed or repurchased only in
part, the Company shall execute and the Trustee shall authenticate and make available for
delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of any
authorized denomination, in aggregate principal amount equal to the unredeemed or
unpurchased portion of the Notes presented.

Section 3.09.     Return of
Cash to the Company.The Trustee (or other paying agent appointed by the Company)
shall return to the Company any cash deposited with the Trustee (or other paying agent
appointed by the Company) that remains unclaimed as provided in Section 14.04 hereof;
provided that to the extent the aggregate amount of cash deposited by the Company
pursuant to Section 3.08(d) hereof exceeds the aggregate redemption price of the Notes or
portions thereof which the Company is obligated to purchase as of a Repurchase Date or
Designated Event Repurchase Date then, unless otherwise agreed in writing with the
Company, promptly following the Repurchase Date or Designated Event Repurchase Date, the
Trustee shall return any such excess to the Company together with interest, if any,
thereon.

ARTICLE 4RESERVED

ARTICLE 5RESERVED

ARTICLE 6PARTICULAR COVENANTS OF
THE COMPANY

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

Section 6.02.    . Maintenance
of Office or Agency.The Company will maintain an office or agency in the Borough of
Manhattan, The City of New York, where the Notes may be surrendered for registration of
transfer or exchange or for presentation for payment or for conversion, redemption or
repurchase and where notices and demands to or upon the Company in respect of the Notes
and this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or agency not
designated or appointed by the Trustee. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office.

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

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

So
long as the Trustee is the Note Registrar, the Trustee agrees to mail, or cause to be
mailed, the notices set forth in Section 9.10(a) hereof and the third paragraph of Section
9.11 hereof. If co-registrars have been appointed in accordance with this Section, the
Trustee shall mail such notices only to the Company and the holders of Notes it can
identify from its records.

Section 6.03.    Appointments
to Fill Vacancies in Trustees Office.The Company, whenever necessary to avoid
or fill a vacancy in the office of Trustee, will appoint, in the manner provided in
Section 9.10 hereof, a Trustee, so that there shall at all times be a Trustee hereunder.

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

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

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

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

The
Company shall, on or before each due date of the principal of or interest on the 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;providedthat if such deposit is made on the due date, such
deposit shall be received by the paying agent by 10:00 a.m. (New York City time), on such
date.

(b)    
          If the Company shall act as its own paying agent, it will, on or before each due
          date of the principal of or interest on the 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 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 on the Notes when the same shall become due and payable.

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

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

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

Section 6.05.     Existence.Subject to Article 13, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and rights (charter and
statutory);provided that the Company shall not be required to preserve any such
right if the Company shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Noteholders.

Section 6.06.     Rule 144A
Information Requirement.Within the period prior to the expiration of the holding
period applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), the Company covenants and agrees that it shall, during any period in
which it is not subject to Section 13 or 15(d) under the Exchange Act, make available to
any holder or beneficial holder of Notes or any Common Stock issued upon conversion
thereof which continue to be Restricted Securities in connection with any sale thereof and
any prospective purchaser of Notes or such Common Stock designated by such holder or
beneficial holder, the information required pursuant to Rule 144A(d)(4) under the
Securities Act upon the request of any holder or beneficial holder of the Notes or such
Common Stock and it will take such further action as any holder or beneficial holder of
such Notes or such Common Stock may reasonably request, all to the extent required from
time to time to enable such holder or beneficial holder to sell its Notes or Common Stock
without registration under the Securities Act within the limitation of the exemption
provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of
any holder or any beneficial holder of the Notes or such Common Stock, the Company will
deliver to such holder a written statement as to whether it has complied with such
requirements.

Section 6.07.    Stay,
Extension and Usury Laws.The Company covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the principal of
or interest on the Notes as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this Indenture
and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had been
enacted.

Section 6.08.    Compliance
Certificate.The Company shall deliver to the Trustee, within one hundred twenty (120)
days after the end of each fiscal year of the Company, a certificate signed by either the
principal executive officer, principal financial officer or principal accounting officer
of the Company, stating whether or not to the best knowledge of the signer thereof the
Company is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or requirement of
notice provided hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and the status thereof of which the signer may have knowledge.

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

Any
notice required to be given under this Section 6.08 shall be delivered to a Responsible
Officer of the Trustee at its Corporate Trust Office.

Section 6.09.     Liquidated
Damages Notice.In the event that the Company is required to pay Liquidated Damages to
holders of Notes pursuant to the Registration Rights Agreement, the Company will provide
written notice (Liquidated Damages Notice) to the Trustee of its
obligation to pay Liquidated Damages no later than fifteen (15) days prior to the proposed
payment date for the Liquidated Damages, and the Liquidated Damages Notice shall set forth
the amount of Liquidated Damages to be paid by the Company on such payment date. The
Trustee shall not at any time be under any duty or responsibility to any holder of Notes
to determine the Liquidated Damages, or with respect to the nature, extent or calculation
of the amount of Liquidated Damages when made, or with respect to the method employed in
such calculation of the Liquidated Damages.

ARTICLE 7NOTEHOLDERS LISTS
AND REPORTS BY THE COMPANY AND THE TRUSTEE

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

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

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

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

Section 7.03.    Reports by
Trustee.(a) Within sixty (60) days after
October 1 of each year commencing with the year 2004, the Trustee shall transmit to
holders of Notes such reports dated as of October 1 of the year in which such reports are
made concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided pursuant
thereto. In the event that no events have occurred under the applicable sections of the
Trust Indenture Act the Trustee shall be under no duty or obligation to provide such
reports.

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

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

ARTICLE 8REMEDIES OF THE TRUSTEE
AND NOTEHOLDERS ON AN EVENT OF DEFAULT

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

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

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

(c)    
          default in the Companys obligation to convert any Notes following the
          exercise by the Noteholder of the right to convert such Notes into Common Stock
          pursuant to and in accordance with Article 16 hereof; or

(d)    
          default in the Companys obligation to provide a Designated Event Notice
          upon the occurrence of a Designated Event as provided in Section 3.05 hereof; or

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

(f)    
          there occurs with respect to any indebtedness for money borrowed of the Company
          or any of its Significant Subsidiaries having an outstanding principal amount in
          excess of $20.0 million that is not paid at final maturity or upon acceleration,
          and such indebtedness is not discharged, or such default in payment of
          acceleration is not cured or rescinded, within 30 days after written notice
          thereof is provided by the lender; or

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

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

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

In
case the Trustee shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned because of such waiver or rescission
and annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company, the holders of Notes, and the Trustee
shall be restored respectively to their several positions and rights hereunder, and all
rights, remedies and powers of the Company, the holders of Notes, and the Trustee shall
continue as though no such proceeding had been taken.

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

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

In
case there shall be pending proceedings for the bankruptcy or for the reorganization of
the Company or any other obligor on the Notes under Title 11 of the United States Code, or
any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been appointed for
or taken possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to the
Company or such other obligor upon the Notes, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the principal of the
Notes shall then be due and payable as therein expressed or by declaration or otherwise
and irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 8.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole amount of
principal and interest accrued and unpaid in respect of the Notes, and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and of the Noteholders
allowed in such judicial proceedings relative to the Company or any other obligor on the
Notes, its or their creditors, or its or their property, and to collect and receive any
monies or other property payable or deliverable on any such claims, and to distribute the
same after the deduction of any amounts due the Trustee under Section 9.06 hereof, and to
take any other action with respect to such claims, including participating as a member of
any official committee of creditors, as it reasonably deems necessary or advisable, and,
unless prohibited by law or applicable regulations, and any receiver, assignee or trustee
in bankruptcy or reorganization, liquidator, custodian or similar official is hereby
authorized by each of the Noteholders 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
Noteholders, to pay to the Trustee any amount due it for reasonable compensation,
expenses, advances and disbursements, including counsel fees and expenses incurred by it
up to the date of such distribution. To the extent that such payment of reasonable
compensation, expenses, advances and disbursements out of the estate in any such
proceedings shall be denied for any reason, payment of the same shall be secured by a lien
on, and shall be paid out of, any and all distributions, dividends, monies, securities and
other property which the holders of the Notes may be entitled to receive in such
proceedings, whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

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

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

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

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

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

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

FOURTH:
To the payment of the remainder, if any, to the Company or any other Person lawfully
entitled thereto.

Section 8.04.    Proceedings
by Noteholder.No Noteholder shall have any right by virtue of or by reference to any
provision of this Indenture to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Indenture, or for the appointment of a receiver,
trustee, liquidator, custodian or other similar official, or for any other remedy
hereunder, unless (i) such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof, as hereinbefore provided,
(ii) the holders of not less than twenty-five percent (25%) in aggregate principal amount
of the Notes then outstanding determined in accordance with Section 10.04 hereof shall
have made written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder, (iii) the Trustee does not receive an inconsistent
direction from the holders of a majority in aggregate principal amount of the Notes then
outstanding, (iv) the holder or holders shall have offered to the Trustee such reasonable
security or indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and (v) the Trustee for sixty (60) days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to institute
any such action, suit or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 8.07 hereof; it being
understood and intended, and being expressly covenanted by the taker and holder of every
Note with every other taker and holder and the Trustee, that no one or more Noteholders
shall have any right in any manner whatever by virtue of or by reference to any provision
of this Indenture to affect, disturb or prejudice the rights of any other holder of Notes,
or to obtain or seek to obtain priority over or preference to any other such holder, or to
enforce any right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Noteholders (except as otherwise provided
herein). For the protection and enforcement of this Section 8.04, each and every
Noteholder and the Trustee shall be entitled to such relief as can be given either at law
or in equity.

Notwithstanding
any other provision of this Indenture and any provision of any Note, the right of any
Noteholder to receive payment of the principal (including the redemption price upon
redemption pursuant to this Article 8) and accrued and unpaid interest on such Note, on or
after the respective due dates expressed in such Note or in the event of redemption, or to
institute suit for the enforcement of any such payment on or after such respective dates
against the Company shall not be impaired or affected without the consent of such
Noteholder.

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

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

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

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

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

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

ARTICLE 9THE TRUSTEE

Section 9.01.     Duties and
Responsibilities of Trustee.The Trustee, prior to the occurrence of an Event of
Default and after the curing of all Events of Default which may have occurred, undertakes
to perform such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default has occurred (which has not been cured or waived),
the Trustee shall exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs.

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

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

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

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

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

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

(d)     
                    whether or not therein provided, every provision of this Indenture relating to
                    the conduct or affecting the liability of, or affording protection to, the
                    Trustee shall be subject to the provisions of this Section 9.01;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 9.03.     No
Responsibility for Recitals, Etc.The recitals contained herein and in the Notes
(except in the Trustees certificate of authentication) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the correctness
of the same. The Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Notes. The Trustee shall not be accountable for the use or
application by the Company of any Notes or the proceeds of any Notes authenticated and
delivered by the Trustee in conformity with the provisions of this Indenture.

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

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

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

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

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

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

Section 9.09.     Eligibility
of Trustee.There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000 (or if such Person is a member of a bank
holding company system, its bank holding company shall have a combined capital and surplus
of at least $50,000,000). If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining authority, then for
the purposes of this Section 9.09 the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 9.09, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article 9.

Section 9.10.    Resignation or Removal of Trustee.

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

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

| | (i) | the Trustee shall fail to comply with Section 9.08 hereof after written request
                    therefor by the Company or by any Noteholder who has been a bona fide holder of
                    a Note or Notes for at least six (6) months; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

then, in any such case, the Company
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee, or, subject
to the provisions of Section 8.09 hereof, any Noteholder who has been a bona fide holder
of a Note or Notes for at least six (6) months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee;provided that if no successor
Trustee shall have been appointed and have accepted appointment sixty (60) days after
either the Company or the Noteholders has removed the Trustee, or the Trustee resigns, the
Trustee so removed may petition, at the expense of the Company, any court of competent
jurisdiction for an appointment of a successor trustee. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

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

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

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

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

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

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

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

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

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

ARTICLE 10THE NOTEHOLDERS

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

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

The
record of any Noteholders meeting shall be proved in the manner provided in Section
11.06 hereof.

Section 10.03.     Absolute
Owners.The Company, the Trustee, any paying agent, any conversion agent and any Note
Registrar may deem the Person in whose name such Note shall be registered upon the Note
Register to be, and may treat it as, the absolute owner of such Note (whether or not such
Note shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by any Person other than the Company or any Note Registrar) for the purpose
of receiving payment of or on account of the principal of and interest on such Note, for
conversion of such Note and for all other purposes; and neither the Company nor the
Trustee nor any paying agent nor any conversion agent nor any Note Registrar shall be
affected by any notice to the contrary. All such payments so made to any holder for the
time being, or upon his order, shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for monies payable upon any such
Note.

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

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

ARTICLE 11MEETINGS OF NOTEHOLDERS

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

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

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

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

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

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

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

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

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

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

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

Subject
to the provisions of Section 10.04 hereof, at any meeting each Noteholder or proxyholder
shall be entitled to one vote for each $1,000 principal amount of Notes held or
represented by him;provided that no vote shall be cast or counted at any meeting
in respect of any Note challenged as not outstanding and ruled by the chairman of the
meeting to be not outstanding. The chairman of the meeting shall have no right to vote
other than by virtue of Notes held by him or instruments in writing as aforesaid duly
designating him as the proxy to vote on behalf of other Noteholders. Any meeting of
Noteholders duly called pursuant to the provisions of Section 11.02 or 11.03 hereof may be
adjourned from time to time by the holders of a majority of the aggregate principal amount
of Notes represented at the meeting, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.

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

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

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

ARTICLE 12SUPPLEMENTAL INDENTURES

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

(a)    
          make provision with respect to the conversion rights of the holders of Notes
          pursuant to the requirements of Section 16.06 hereof and the redemption
          obligations of the Company pursuant to the requirements of Section 3.05(e)
          hereof;

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

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

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

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

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

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

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

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

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

Section 12.02 .
Supplemental Indenture With Consent of Noteholders.With the consent (evidenced as
provided in Article 10 hereof) of the holders of at least a majority in aggregate
principal amount of the Notes at the time outstanding determined in accordance with
Section 10.04 hereof, the Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may, from time to time and at any time, enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or any supplemental
indenture or of modifying in any manner the rights of the holders of the Notes;provided that no such supplemental indenture shall, without the consent of the holder
of each Note so affected:

| | (i) | extend the fixed maturity of any Note;
| | --- | --------------------------------------

| | (ii) | reduce the rate or extend the time of payment of interest or Liquidated Damages,
                    if any, on any Note;
| | ---- | -------------------------------------------------------------------------------------------------------------------------

| | (iii) | reduce the principal amount on the Notes;
| | ----- | -----------------------------------------

| | (iv) | reduce any amount payable upon redemption or repurchase of any Note;
| | ---- | --------------------------------------------------------------------

| | (v) | change the Companys obligation to redeem any Note on a redemption date as
                    provided in Sections 3.01 and 3.02 hereof in a manner adverse to the
                    Noteholders;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi) | change the Companys obligation to repurchase any note upon a Designated
                    Event as provided in Section 3.05 hereof in a manner adverse to the Noteholders;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii) | change the Companys obligation to repurchase any note on a Repurchase Date
                    as provided in Section 3.06 hereof in a manner adverse to the Noteholders;
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii) | impair the right of any Noteholder to institute suit for the payment thereof;
| | ------ | -----------------------------------------------------------------------------

| | (ix) | make the principal thereof or interest thereon payable in any coin or currency
                    other than that provided in the Notes,
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------

| | (x) | change the obligation of the Company to redeem any Note upon the happening of a
                    Designated Event in a manner adverse to the Noteholders;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi) | impair the right to convert the Notes or reduce the number of shares of Common
                    Stock or the amount of any other property receivable upon conversion, subject to
                    the terms set forth herein, including Section 16.06 hereof;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii) | change the ranking of the notes in a manner adverse to the Noteholders;
| | ----- | -----------------------------------------------------------------------

| | (xiii) | reduce the quorum or voting requirements set forth in Article 11 hereof;
| | ------ | ------------------------------------------------------------------------

| | (xiv) | modify any of the provisions of this Section 12.02 or Section 8.07 hereof,
                    except to increase any such percentage or to provide that certain other
                    provisions of this Indenture cannot be modified or waived without the consent of
                    the holder of each Note so affected;
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xv) | change any obligation of the Company to maintain an office or agency in the
                    places and for the purposes set forth in Section 6.02; or
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xvi) | reduce the aforesaid percentage of Notes, the holders of which are required to
                    consent to any modification of the indenture.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

Section 12.05.     Evidence of
Compliance of Supplemental Indenture to be Furnished to Trustee.Prior to entering
into any supplemental indenture, the Trustee shall be provided with an Officers
Certificate and an Opinion of Counsel as conclusive evidence that any supplemental
indenture executed pursuant hereto complies with the requirements of this Article 12 and
is otherwise authorized or permitted by this Indenture.

ARTICLE 13CONSOLIDATION, MERGER,
SALE, CONVEYANCE AND LEASE

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

Section 13.02.     Successor
to be Substituted.In case of any such consolidation, merger, sale, conveyance,
transfer or lease and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the due and punctual payment of the principal of and interest on all of the Notes and
the due and punctual performance of all of the covenants and conditions of this Indenture
to be performed by the Company, such successor Person shall succeed to and be substituted
for the Company, with the same effect as if it had been named herein as the party of this
first part. Such successor Person thereupon may cause to be signed, and may issue either
in its own name or in the name of the Company any or all of the Notes, issuable hereunder
that theretofore shall not have been signed by the Company and delivered to the Trustee;
and, upon the order of such successor Person instead of the Company and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that
previously shall have been signed and delivered by the officers of the Company to the
Trustee for authentication, and any Notes that such successor Person thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued
shall in all respects have the same legal rank and benefit under this Indenture as the
Notes theretofore or thereafter issued in accordance with the terms of this Indenture as
though all of such Notes had been issued at the date of the execution hereof. In the event
of any such consolidation, merger, sale, conveyance, transfer or lease, upon compliance
with the provisions of this Article 13, the Person named as the Company
in the first paragraph of this Indenture or any successor that shall thereafter have
become such in the manner prescribed in this Article 13 may be dissolved, wound up and
liquidated at any time thereafter and such Person shall be released from its liabilities
as obligor and maker of the Notes and from its obligations under this Indenture.

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

Section 13.03.      Opinion of
Counsel to be Given to Trustee.The Trustee shall receive an Officers
Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale, conveyance, transfer or lease and any such assumption complies with the
provisions of this Article 13.

ARTICLE 14SATISFACTION AND
DISCHARGE OF INDENTURE

Section 14.01.     Discharge
of Indenture.When 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 all the Notes not theretofore canceled or
delivered to the Trustee for cancellation shall have become due and payable, or are by
their terms to become due and payable within one year, and the Company shall deposit with
the Trustee, in trust, funds sufficient to pay 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 due or to
become due to such date of maturity, redemption or repurchase, as the case may be,
accompanied by a verification report, as to the sufficiency of the deposited amount, from
an independent certified accountant or other financial professional satisfactory to the
Trustee, and if the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further effect (except
as to (i) remaining rights of registration of transfer,
substitution and exchange and the conversion of Notes, rights hereunder of Noteholders to
receive payments of principal of and interest on, the Notes and the other rights, duties
and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if
any, so deposited with the Trustee and (ii) the rights,
obligations and immunities of the Trustee hereunder), and the Trustee, on written demand
of the Company accompanied by an Officers Certificate and an Opinion of Counsel as
required by Section 17.05 and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture; the Company,
however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred by the Trustee and to compensate the Trustee for any
services thereafter reasonably and properly rendered by the Trustee in connection with
this Indenture or the Notes.

Section 14.02.     Deposited
Monies to be Held in Trust by Trustee.Subject to Section 14.04 hereof, all monies
deposited with the Trustee pursuant to Section 14.01 hereof, shall be held in trust for
the sole benefit of the Noteholders, and such monies shall be applied by the Trustee to
the payment, either directly or through any paying agent (including the Company if acting
as its own paying agent), to the holders of the particular Notes for the payment,
redemption or repurchase of which such monies have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest. Moneys so held in trust
shall not be subject to the provisions of Article Four. All moneys deposited with the
Trustee pursuant to Section 14.01 hereof (and held by it or any paying agent) for the
payment of Notes subsequently converted shall be returned to the Company upon request. The
Trustee is not responsible to anyone for interest on any deposited funds except as agreed
in writing.

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

Section 14.04.     Return of
Unclaimed Monies.Subject to the requirements of applicable law, any monies deposited
with or paid to the Trustee for payment of the principal of or interest on Notes and not
applied but remaining unclaimed by the holders of Notes for two years after the date upon
which the principal of or interest on such Notes, as the case may be, shall have become
due and payable, shall be repaid to the Company by the Trustee on demand and all liability
of the Trustee shall thereupon cease with respect to such monies; and the holder of any of
the Notes shall thereafter look only to the Company for any payment that such holder may
be entitled to collect unless an applicable abandoned property law designates another
Person.

Section 14.05.     Reinstatement.If the Trustee or the paying agent is unable to apply any money in
accordance with Section 14.02 hereof by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application,
the Companys obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 14.01 hereof until such
time as the Trustee or the paying agent is permitted to apply all such money in accordance
with Section 14.02 hereof;provided that if the Company makes any payment of
interest on or principal of any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders of such Notes to receive such
payment from the money held by the Trustee or paying agent.

ARTICLE 15IMMUNITY OF
INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 15.01.     Indenture
and Notes Solely Corporate Obligations.No recourse for the payment of the principal
of or interest on any Note, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of the
Company in this Indenture or in any supplemental indenture or in any Note, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer, director or subsidiary, as such,
past, present or future, of the Company or of any successor corporation, either directly
or through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise; it being expressly understood that all such liability is hereby expressly
waived and released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Notes.

ARTICLE 16CONVERSION OF NOTES

Section 16.01.     Right to
Convert. (a)  Subject to and upon compliance with the provisions of this Indenture, prior
to April 15, 2024, the holder of any Note shall have the right, at such holders
option, to convert the principal amount of the Note, or any portion of such principal
amount which is a multiple of $1,000, into fully paid and non-assessable shares of Common
Stock at the Conversion Rate in effect at such time, by surrender of the Note so to be
converted in whole or in part, together with any required funds, under the circumstances
described in this Section 16.01 and in the manner provided in 16.02 hereof. The Notes
shall be convertible only upon the occurrence of one of the following events:

| | (i) | during any fiscal quarter (but only during any such fiscal quarter) commencing
                    after September 30, 2004, if the Closing Sale Price exceeds 125% of the
                    Conversion Price in effect for at least 20 Trading Days in the 30 consecutive
                    Trading Day period ending on the last Trading Day of the immediately preceding
                    fiscal quarter (it being understood for purposes of this Section 16.01(a)(i)
                    that the Conversion Price in effect at the close of business on each of the 30
                    consecutive Trading Days should be used);
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | during the five Business Day period immediately following any five consecutive
                    Trading Day period in which the Trading Price per $1,000 principal amount of the
                    Notes for each day of such five Trading Day period was less than 98% of the
                    product of the Closing Sale Price and the Conversion Rate;provided that
                    a holder may not convert Notes in reliance on this Section 16.01(a)(ii) after
                    April 15, 2019 if on any Trading Day during the five consecutive Trading Day
                    period, the Closing Sale Price was between 100% and 120% of the Conversion Price
                    in effect on such Trading Day;
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (iv) | (A) if (1) the Company distributes to all holders of its Common Stock rights or
                    warrants entitling them (for a period expiring within 45 days of the record date
                    for the determination of the stockholders entitled to receive such distribution)
                    to subscribe for or purchase shares of Common Stock, at a price per share less
                    than the average of the Closing Sale Price for the ten Trading Days immediately
                    preceding, but not including, the date such distribution is first publicly
                    announced by the Company, or (2) the Company distributes to all holders of its
                    Common Stock, assets, debt securities or rights to purchase its securities,
                    where the Fair Market Value of such distribution per share of Common Stock
                    exceeds 5% of the Closing Sale Price on the Trading Day immediately preceding
                    the date such distribution is first publicly announced by the Company, then, in
                    either case, the Notes may be surrendered for conversion at any time on and
                    after the date that the Company gives notice to the holders of such
                    distribution, which shall be not less than 20 days prior to the Ex-Dividend Time
                    for such distribution, until the earlier of the close of business on the
                    Business Day immediately preceding, but not including, the Ex-Dividend Time or
                    the date the Company publicly announces that such distribution will not take
                    place; provided that no adjustment to the Conversion Price or the ability
                    of a holder of a Note to convert will be made if the holder will otherwise
                    participate in such distribution without conversion; or
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B) the Company consolidates with or merges with or into another Person or is a
               party to a binding share exchange or conveys, transfers, sells, leases or
               otherwise disposes of all or substantially all of its assets in each case
               pursuant to which the Common Stock is converted into cash, securities or other
               property, then the Notes may be surrendered for conversion at any time from and
               after the date fifteen (15) days prior to the anticipated effective date of the
               transaction and ending on and including the date fifteen (15) days after the
               consummation of the transaction (or if such merger, consolidation or binding
               share exchange would also constitute a Fundamental Change, until the
               corresponding Designated Event Repurchase Date). The Board of Directors shall
               determine the anticipated effective date of the transaction, and such
               determination shall be conclusive and binding on the holders and shall be
               publicly announced by the Company and posted on its web site not later than two
               Business Day prior to such 15th day.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v) | if the notes are rated CCC- or lower by Standard & Poors Ratings
                    Services, a division of The McGraw-Hill Companies (S&P);
                    provided that the Company shall have no obligation to rate the Notes.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)    
                    The Trustee (or other conversion agent appointed by the Company) shall, on
                    behalf of the Company, determine on a daily basis during the time period
                    specified in Section 16.01(a)(i) hereof whether the Notes shall be convertible
                    as a result of the occurrence of an event specified in Section 16.01(a)(i)
                    hereof and, if the Notes shall be so convertible, the Trustee (or other
                    conversion agent appointed by the Company) shall promptly deliver to the Company
                    written notice thereof. Subject to the following paragraph, whenever the Notes
                    shall become convertible pursuant to this Section 16.01, the Company or, at the
                    Companys request, the Trustee in the name and at the expense of the
                    Company, shall notify the holders of the event triggering such convertibility in
                    the manner provided in Section 17.03 hereof . Such mailing shall be by first
                    class mail. The notice, if mailed in the manner herein provided, shall be
                    conclusively presumed to have been duly given as of the date so mailed, whether
                    or not the holder receives such notice. In any case, failure to give such notice
                    by mail or any defect in the notice to the holder of any Note shall not affect
                    the validity of the procedures for the conversion of any other Note.
                    Concurrently with the mailing of any such notice, the Company shall issue a
                    press release announcing such triggering event, the form and content of which
                    press release shall be determined by the Company in its sole discretion. The
                    failure to issue any such press release or any defect therein shall not affect
                    the validity of the notice or any of the procedures for the conversion of any
                    Note.

The
Trustee (or other conversion agent appointed by the Company) shall have no obligation to
determine the Trading Price under Section 16.01(a)(ii) hereof unless the Company has
requested such a determination; and the Company shall have no obligation to make such
request unless a holder provides it with reasonable evidence that the Trading Price per
$1,000 principal amount of Notes would be less than 98% of the product of the Closing Sale
Price and the Conversion Rate. If such evidence is provided, the Company shall instruct
the Trustee (or other conversion agent) to determine the Trading Price beginning on the
next Trading Day and on each successive Trading Day until the Trading Price per $1,000
principal amount of Notes is greater than or equal to 98% of the product of the Closing
Sale Price and the Conversion Rate; provided that the Company shall make the
calculations described in Section 16.01(a)(ii) hereof, using the Trading Price provided by
the Trustee.

The
Trustee shall be entitled to consult with the Company and to request the assistance of the
Company in connection with the Trustees duties and obligations pursuant to Section
16.01(a)(i) hereof and Section 16.01(a)(ii) hereof (including without limitation the
calculation or determination of the Conversion Price, the Closing Sale Price and the
Trading Price), and the Company agrees, if requested by the Trustee, to cooperate with,
and provide assistance to, the Trustee in carrying out its duties under this Section
16.01; provided, however, that nothing herein shall be construed to relieve the
Trustee of its duties pursuant to Section 16.01(a)(i) and Section 16.01(a)(ii) hereof.

(c)    
          A Note in respect of which a holder is electing to exercise its option to
          require repurchase pursuant to Section 3.05 or Section 3.06 hereof may be
          converted only if such holder withdraws its election in accordance with Section
          3.08 hereof. A holder of Notes is not entitled to any rights of a holder of
          Common Stock until such holder has converted its Notes to Common Stock, and only
          to the extent such Notes are deemed to have been converted to Common Stock under
          this Article 16.

Section 16.02.     Exercise of
Conversion Privilege;Issuance of Common Stock on Conversion;No Adjustment
for Interest or Dividends.

(a)    
          In order to exercise the conversion privilege with respect to any Note in
          certificated form, the Company must receive at the office or agency of the
          Company maintained for that purpose or, at the option of such holder, the
          Corporate Trust Office, (i) the original or facsimile of the form entitled
          Conversion Notice in the form set forth on the reverse of the
          Note attached hereto as Exhibit A, duly completed and manually signed, (ii) any
          such Note (or portion thereof) to be converted, together with such appropriate
          endorsements and transfer documents as the Company or conversion agent may
          require, and (iii) the funds, if any, required by Section 16.02(c) hereof. Such
          notice shall also state the name or names (with address or addresses) in which
          the certificate or certificates for shares of Common Stock which shall be
          issuable on such conversion shall be issued, and shall be accompanied by
          transfer or similar taxes, if required pursuant to Section 16.07 hereof.

In
order to exercise the conversion privilege with respect to any interest in a Global Note,
the beneficial holder must complete, or cause to be completed, the appropriate instruction
form for conversion pursuant to the Depositarys book-entry conversion program,
deliver, or cause to be delivered, by book-entry delivery an interest in such Global Note,
furnish appropriate endorsements and transfer documents if required by the Company or the
Trustee or conversion agent, and pay the funds, if any, required by Section 16.02(c)
hereof and any transfer taxes if required pursuant to Section 16.07 hereof.

(b)    
          As promptly as practicable after satisfaction of the requirements for conversion
          set forth above, subject to compliance with any restrictions on transfer if
          shares issuable on conversion are to be issued in a name other than that of the
          Noteholder (as if such transfer were a transfer of the Note or Notes (or portion
          thereof) so converted), the Company shall issue and shall deliver to such
          Noteholder at the office or agency maintained by the Company for such purpose
          pursuant to Section 6.02 hereof, a certificate or certificates for the number of
          full shares of Common Stock issuable upon the conversion of such Note or portion
          thereof as determined by the Company in accordance with the provisions of this
          Article 16 and a check or cash in respect of any fractional interest in respect
          of a share of Common Stock arising upon such conversion, calculated by the
          Company as provided in Section 16.03 hereof. In case any Note of a denomination
          greater than $1,000 shall be surrendered for partial conversion, and subject to
          Section 2.03 hereof, the Company shall execute and the Trustee shall
          authenticate and deliver to the holder of the Note so surrendered, without
          charge to him, a new Note or Notes in authorized denominations in an aggregate
          principal amount equal to the unconverted portion of the surrendered Note.

Each
conversion shall be deemed to have been effected as to any such Note (or portion thereof)
on the date on which the requirements set forth in this Section 16.02(a) hereof have been
satisfied as to such Note (or portion thereof), and the Person in whose name any
certificate or certificates for shares of Common Stock shall be issuable upon such
conversion shall be deemed to have become on said date the holder of record of the shares
represented thereby;provided that any such surrender on any date when the stock
transfer books of the Company shall be closed shall constitute the Person in whose name
the certificates are to be issued as the record holder thereof for all purposes on the
next succeeding day on which such stock transfer books are open, but such conversion shall
be at the Conversion Rate in effect on the date upon which such Note shall be surrendered.

(c)    
          Upon conversion of a Note (or portion thereof), a holder will not receive any
          cash payment in respect of accrued interest on such Note (or portion thereof
          being converted) unless such conversion occurs between the close of business
          (New York City time) on a record date for the payment of interest to the close
          of business (New York City time) on the Business Day immediately preceding the
          corresponding interest payment date; provided that if any Note (or
          portion thereof) is surrendered for conversion during the period from the close
          of business (New York City time) on a record date for the payment of interest to
          the close of business (New York City time) on the Business Day immediately
          preceding the corresponding interest payment date, such Note (or portion thereof
          being converted) must be accompanied by payment, in immediately available funds
          or other funds acceptable to the Company, in an amount equal to the interest
          otherwise payable on such interest payment date on the principal amount being
          converted;provided furtherthat no such payment shall be required
          (1) if the Company has specified a redemption date pursuant to Section 3.01
          hereof that is after a record date but on or prior to the corresponding interest
          payment date, (2) if the Company has specified a Designated Event Repurchase
          Date that is after a record date and on or prior to the corresponding interest
          payment date or (3) to the extent any overdue interest exists at the time of
          conversion with respect to any such Note (or portion thereof) being converted.

Upon
the conversion of a Note, that portion of the accrued but unpaid interest, with respect to
the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be
deemed to be paid in full to the holder thereof through delivery of the Common Stock
(together with the cash payment, if any, in lieu of fractional shares) in exchange for the
Note being converted pursuant to the provisions hereof; and the fair market value of such
shares of Common Stock (together with any such cash payment in lieu of fractional shares)
shall be treated as issued, to the extent thereof, first in exchange for and in
satisfaction of the Companys obligation to pay the principal amount of the converted
Note, the accrued but unpaid interest, and the balance, if any, of such fair market value
of such Common Stock (and any such cash payment) shall be treated as issued in exchange
for and in satisfaction of the right to convert the Note being converted pursuant to the
provisions hereof.

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

Section 16.03.     Cash
Payments in Lieu of Fractional Shares.No fractional shares of Common Stock or scrip
certificates representing fractional shares shall be issued upon conversion of Notes. If
more than one Note shall be surrendered for conversion at one time by the same holder, the
number of full shares that shall be issuable upon conversion shall be computed on the
basis of the aggregate principal amount of the Notes (or specified portions thereof to the
extent permitted hereby) so surrendered. If any fractional share of stock would be
issuable upon the conversion of any Note or Notes, the Company shall make an adjustment
and payment therefor in cash at the current price thereof to the holder of Notes. The
current price of a share of Common Stock shall be the Closing Sale Price on the last
Trading Day immediately preceding the day on which the Notes (or specified portions
thereof) are deemed to have been converted.

Section 16.04.     Conversion
Rate.Each $1,000 principal amount of the Notes shall be convertible into the 66.6667
shares of Common Stock (herein called the Conversion Rate), subject to
adjustment as provided in Section 16.05 hereof.

Section 16.05.    Adjustment of Conversion Rate.
 The Conversion Rate shall be adjusted from time to time by the Company as follows:

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

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

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

such increase to become effective
immediately after the opening of business on the day following the date fixed for such
determination. For the purpose of this clause (a), the number of shares of Common Stock at
any time outstanding shall not include shares held in the treasury of the Company. The
Company will not pay any dividend or make any distribution on shares of Common Stock held
in the treasury of the Company. If any dividend or distribution of the type described in
this Section 16.05(a) is declared but not so paid or made, the Conversion Rate shall again
be adjusted to the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.

(b)     
                    In case the Company shall issue rights or warrants to all holders of its
                    outstanding shares of Common Stock entitling them (for a period expiring within
                    forty-five (45) days after the date fixed for determination of stockholders
                    entitled to receive such rights or warrants) to subscribe for or purchase shares
                    of Common Stock at a price per share less than the Current Market Price on the
                    date fixed for determination of stockholders entitled to receive such rights or
                    warrants, the Conversion Rate shall be increased so that the same shall equal
                    the rate determined by multiplying the Conversion Rate in effect immediately
                    prior to the date fixed for determination of stockholders entitled to receive
                    such rights or warrants by a fraction,

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

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

Such
adjustment shall be successively made whenever any such rights or warrants are issued, and
shall become effective immediately after the opening of business on the day following the
date fixed for determination of stockholders entitled to receive such rights or warrants.
To the extent that shares of Common Stock are not delivered after the expiration of such
rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that
would then be in effect had the adjustments made upon the issuance of such rights or
warrants been made on the basis of delivery of only the number of shares of Common Stock
actually delivered. If such rights or warrants are not so issued, the Conversion Rate
shall again be adjusted to be the Conversion Rate that would then be in effect if such
date fixed for the determination of stockholders entitled to receive such rights or
warrants had not been fixed. In determining whether any rights or warrants entitle the
holders to subscribe for or purchase shares of Common Stock at less than such Current
Market Price, and in determining the aggregate offering price of such shares of Common
Stock, there shall be taken into account any consideration received by the Company for
such rights or warrants and any amount payable on exercise or conversion thereof, the
value of such consideration, if other than cash, to be determined by the Board of
Directors.

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

d)     
                    In case the Company shall, by dividend or otherwise, distribute to all holders
                    of its Common Stock shares of any class of capital stock of the Company or
                    evidences of its indebtedness or assets (including securities, but excluding any
                    rights or warrants referred to in Section 16.05(b) hereof, and excluding any
                    dividend or distribution (x) paid exclusively in cash or (y) referred to in
                    Section 16.05(a) hereof (any of the foregoing hereinafter in this Section
                    16.05(d)) called the Securities)), then, in each such case,
                    the Conversion Rate shall be increased so that the same shall be equal to the
                    rate determined by multiplying the Conversion Rate in effect on the Record Date
                    with respect to such distribution by a fraction,

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

| | (ii) | the denominator of which shall be the Current Market Price on such Record Date
                    less the Fair Market Value (as determined by the Board of Directors, whose
                    determination shall be conclusive, and described in a resolution of the Board of
                    Directors) on the Record Date of the portion of the Securities so distributed
                    applicable to one share of Common Stock,
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

such adjustment to become effective
immediately prior to the opening of business on the day following such Record Date;provided that if the then fair market value (as so determined) of the portion of the
Securities so distributed applicable to one share of Common Stock is equal to or greater
than the Current Market Price on the Record Date, in lieu of the foregoing adjustment,
adequate provision shall be made so that each Noteholder shall have the right to receive
upon conversion the amount of Securities such holder would have received had such holder
converted each Note on the Record Date. If such dividend or distribution is not so paid or
made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such dividend or distribution had not been declared. If the Board of
Directors determines the Fair Market Value of any distribution for purposes of this
Section 16.05(d) by reference to the actual or when issued trading market for any
securities, it must in doing so consider the prices in such market over the same period
used in computing the Current Market Price on the applicable Record Date.

If
the dividend or distribution requiring an adjustment pursuant to this clause (d) consists
of capital stock of any class or series, or similar equity interests, of or relating to a
Subsidiary or other business unit of the Company, for purposes of making such adjustment,
(i) the Current Market Price shall be determined as of the date (the Ex-Dividend
Date) on which ex-dividend trading commences for such distribution
on the principal national or regional exchange, the Nasdaq National Market or other market
on which such securities are then listed or quoted, based on the average of the Closing
Sale Prices of the Common Stock for the ten (10) Trading Days commencing on and including
the fifth Trading Day after the Ex-Dividend Date and (ii) the Fair Market Value of such
dividend or distribution shall equal the number of securities distributed in respect of
each share of Common Stock multiplied by the average of the closing sale prices of those
securities distributed for the ten (10) Trading Days commencing on and including the fifth
Trading Day after the Ex-Dividend Date.

Rights
or warrants distributed by the Company to all holders of Common Stock entitling the
holders thereof to subscribe for or purchase shares of the Companys capital stock
(either initially or under certain circumstances), which rights or warrants, until the
occurrence of a specified event or events (Trigger Event): (i) are
deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and
(iii) are also issued in respect of future issuances of Common Stock, shall be deemed not
to have been distributed for purposes of this Section 16.05 (and no adjustment to the
Conversion Rate under this Section 16.05 will be required) until the occurrence of the
earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion Rate
shall be made under this Section 16.05(d). If any such right or warrant, including any
such existing rights or warrants distributed prior to the date of this Indenture, are
subject to events, upon the occurrence of which such rights or warrants become exercisable
to purchase different securities, evidences of indebtedness or other assets, then the date
of the occurrence of any and each such event shall be deemed to be the date of
distribution and record date with respect to new rights or warrants with such rights (and
a termination or expiration of the existing rights or warrants without exercise by any of
the holders thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the type
described in the preceding sentence) with respect thereto that was counted for purposes of
calculating a distribution amount for which an adjustment to the Conversion Rate under
this Section 16.05 was made, (1) in the case of any such rights or warrants that shall all
have been redeemed or repurchased without exercise by any holders thereof, the Conversion
Rate shall be readjusted upon such final redemption or repurchase to give effect to such
distribution or Trigger Event, as the case may be, as though it were a cash distribution,
equal to the per share redemption or repurchase price received by a holder or holders of
Common Stock with respect to such rights or warrants (assuming such holder had retained
such rights or warrants), made to all holders of Common Stock as of the date of such
redemption or repurchase, and (2) in the case of such rights or warrants that shall have
expired or been terminated without exercise by any holders thereof, the Conversion Rate
shall be readjusted as if such rights and warrants had not been issued.

For
purposes of this Section 16.05(d) and Section 16.05(a) and (b) hereof, any dividend or
distribution to which this Section 16.05(d) is applicable that also includes shares of
Common Stock, or such rights or warrants to subscribe for or purchase shares of Common
Stock (or both), shall be deemed instead to be (1) a dividend or distribution of the
evidences of indebtedness, assets or shares of capital stock other than such shares of
Common Stock or rights or warrants (and any Conversion Rate adjustment required by this
Section 16.05(d) with respect to such dividend or distribution shall then be made)
immediately followed by (2) a dividend or distribution of such shares of Common Stock or
such rights or warrants (and any further Conversion Rate adjustment required by Sections
16.05(a) and 16.05(b) hereof with respect to such dividend or distribution shall then be
made), except (A) the Record Date of such dividend or distribution shall be substituted as
the date fixed for the determination of stockholders entitled to receive such
dividend or other distribution, the date fixed for the determination of
stockholders entitled to receive such rights or warrants and the date fixed
for such determination within the meaning of Section 16.05(a) and 16.05(b) hereof
and (B) any shares of Common Stock included in such dividend or distribution shall not be
deemed outstanding at the close of business on the date fixed for such
determination within the meaning of Section 16.05(a) hereof.

(e)    
                    In case the Company shall, by dividend or otherwise, distribute to all holders
                    of its Common Stock cash, then in such case the Conversion Rate shall be
                    increased so that the same shall equal the rate determined by multiplying the
                    Conversion Rate in effect immediately prior to the close of business on such
                    Record Date by a fraction,

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

| | (ii) | the denominator of which shall be the Current Market Price on such Record Date
                    less the amount of cash so distributed applicable to one share of Common Stock,
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

| | (i) | the numerator of which shall be the sum of (x) the Fair Market Value (determined
                    as aforesaid) of the aggregate consideration payable to stockholders based on
                    the acceptance (up to any maximum specified in the terms of the tender or
                    exchange offer) of all shares validly tendered or exchanged and not withdrawn as
                    of the Expiration Time (the shares deemed so accepted up to any such maximum,
                    being referred to as the Purchased Shares) and (y) the
                    product of the number of shares of Common Stock outstanding (less any Purchased
                    Shares) at the Expiration Time and the Closing Sale Price of a share of Common
                    Stock on the Trading Day next succeeding the Expiration Time, and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the denominator of which shall be the number of shares of Common Stock
                    outstanding (including any tendered or exchanged shares) at the Expiration Time
                    multiplied by the Closing Sale Price of a share of Common Stock on the Trading
                    Day next succeeding the Expiration Time
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

(g)     
                    In case of a tender or exchange offer made by a Person other than the Company or
                    any Subsidiary for an amount that increases the offerors ownership of
                    Common Stock to more than twenty-five percent (25%) of the Common Stock
                    outstanding and shall involve the payment by such Person of consideration per
                    share of Common Stock having a Fair Market Value (as determined by the Board of
                    Directors, whose determination shall be conclusive, and described in a
                    resolution of the Board of Directors) that as of the last time (the
                    Offer Expiration Time) tenders or exchanges may be made
                    pursuant to such tender or exchange offer (as it shall have been amended)
                    exceeds the Closing Price of a share of Common Stock on the Trading Day next
                    succeeding the Offer Expiration Time, and in which, as of the Offer Expiration
                    Time the Board of Directors is not recommending rejection of the offer, the
                    Conversion Rate shall be increased so that the same shall equal the rate
                    determined by multiplying the Conversion Rate in effect immediately prior to the
                    Offer Expiration Time by a fraction

| | (i) | the numerator of which shall be the sum of (x) the Fair Market Value (determined
                    as aforesaid) of the aggregate consideration payable to stockholders based on
                    the acceptance (up to any maximum specified in the terms of the tender or
                    exchange offer) of all shares validly tendered or exchanged and not withdrawn as
                    of the Offer Expiration Time (the shares deemed so accepted, up to any such
                    maximum, being referred to as the Accepted Purchased Shares)
                    and (y) the product of the number of shares of Common Stock outstanding (less
                    any Accepted Purchased Shares) at the Offer Expiration Time and the Closing Sale
                    Price of a share of Common Stock on the Trading Day next succeeding the Offer
                    Expiration Time, and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the denominator of which shall be the number of shares of Common Stock
                    outstanding (including any tendered or exchanged shares) at the Offer Expiration
                    Time multiplied by the Closing Sale Price of a share of Common Stock on the
                    Trading Day next succeeding the Offer Expiration Time,
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

such adjustment to become effective
immediately prior to the opening of business on the day following the Offer Expiration
Time. If such Person is obligated to purchase shares pursuant to any such tender or
exchange offer, but such Person is permanently prevented by applicable law from effecting
any such purchases or all such purchases are rescinded, the Conversion Rate shall again be
adjusted to be the Conversion Rate that would then be in effect if such tender or exchange
offer had not been made. Notwithstanding the foregoing, the adjustment described in this
Section 16.05(g) shall not be made if, as of the Offer Expiration Time, the offering
documents with respect to such offer disclose a plan or intention to cause the Company to
engage in any transaction described in Article 13.

(h)     
                    For purposes of this Section 16.05, the following terms shall have the meaning
                    indicated:

| | (i) | Current Market Price shall mean the average of the daily
                    Closing Sale Prices per share of Common Stock for the ten consecutive Trading
                    Days ending on the earlier of such date of determination and the day before the
                    ex date with respect to the issuance, distribution, subdivision or
                    combination requiring such computation. For purpose of this clause (i), the term
                    ex date, (1) when used with respect to any issuance or
                    distribution, means the first date on which the Common Stock trades, regular
                    way, on the relevant exchange or in the relevant market from which the Closing
                    Sale Price was obtained without the right to receive such issuance or
                    distribution, and (2) when used with respect to any subdivision or combination
                    of shares of Common Stock, means the first date on which the Common Stock
                    trades, regular way, on such exchange or in such market after the time at which
                    such subdivision or combination becomes effective.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (ii) | Fair Market Value shall mean the amount which a willing buyer
                    would pay a willing seller in an arms-length transaction.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------

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

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

(i)     
                    The Company may make such increases in the Conversion Rate, in addition to those
                    required by Section 16.05(a), (b), (c), (d), (e), (f) or (g) hereof as the Board
                    of Directors considers to be advisable to avoid or diminish any income tax to
                    holders of Common Stock or rights to purchase Common Stock resulting from any
                    dividend or distribution of stock (or rights to acquire stock) or from any event
                    treated as such for income tax purposes.

To
the extent permitted by applicable law, the Company from time to time may increase the
Conversion Rate by any amount for any period of time if the period is at least twenty (20)
days, the increase is irrevocable during the period and the Board of Directors shall have
made a determination that such increase would be in the best interests of the Company,
which determination shall be conclusive. Whenever the Conversion Rate is increased
pursuant to the preceding sentence, the Company shall mail to holders of record of the
Notes a notice of the increase at least five (5) days prior to the date the increased
Conversion Rate takes effect, and such notice shall state the increased Conversion Rate
and the period during which it will be in effect.

(j)     
                    No adjustment in the Conversion Rate shall be required unless such adjustment
                    would require an increase or decrease of at least one percent (1%) in such
                    rate;provided that any adjustments that by reason of this Section
                    16.05(j) are not required to be made shall be carried forward and taken into
                    account in any subsequent adjustment. All calculations under this Article 16
                    shall be made by the Company and shall be made to the nearest cent or to the
                    nearest one-ten thousandth (1/10,000) of a share, as the case may be. No
                    adjustment need be made for rights to purchase Common Stock pursuant to a
                    Company plan for reinvestment of dividends or interest or for any issuance of
                    Common Stock or convertible or exchangeable securities or rights to purchase
                    Common Stock or convertible or exchangeable securities. To the extent the Notes
                    become convertible into cash, assets, property or securities (other than capital
                    stock of the Company), no adjustment need be made thereafter as to the cash,
                    assets, property or such securities. Interest will not accrue on any cash into
                    which the Notes are convertible.

(k)     
                    Whenever the Conversion Rate is adjusted as herein provided, the Company shall
                    promptly file with the Trustee and any conversion agent other than the Trustee
                    an Officers Certificate setting forth the Conversion Rate after such
                    adjustment and setting forth a brief statement of the facts requiring such
                    adjustment. Unless and until a Responsible Officer of the Trustee shall have
                    received such Officers Certificate, the Trustee shall not be deemed to
                    have knowledge of any adjustment of the Conversion Rate and may assume that the
                    last Conversion Rate of which it has knowledge is still in effect. Promptly
                    after delivery of such certificate, the Company shall prepare a notice of such
                    adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and
                    the date on which each adjustment becomes effective and shall mail such notice
                    of such adjustment of the Conversion Rate to the holder of each Note at his last
                    address appearing on the Note Register provided for in Section 2.05 hereof,
                    within twenty (20) days after execution thereof. Failure to deliver such notice
                    shall not affect the legality or validity of any such adjustment.

(l)    
                    In any case in which this Section 16.05 provides that an adjustment shall become
                    effective immediately after (1) a Record Date for an event, (2) the date fixed
                    for the determination of stockholders entitled to receive a dividend or
                    distribution pursuant to Section 16.05(a) hereof, (3) a date fixed for the
                    determination of stockholders entitled to receive rights or warrants pursuant to
                    Section 16.05(b) hereof, (4) the Expiration Time for any tender or exchange
                    offer pursuant to Section 16.05(f) hereof, or (5) the Offer Expiration Time for
                    a tender or exchange offer pursuant to Section 16.05(g)(i) hereof (each a
                    Determination Date), the Company may elect to defer until the
                    occurrence of the applicable Adjustment Event (as hereinafter defined) (x)
                    issuing to the holder of any Note converted after such Determination Date and
                    before the occurrence of such Adjustment Event, the additional shares of Common
                    Stock or other securities issuable upon such conversion by reason of the
                    adjustment required by such Adjustment Event over and above the Common Stock
                    issuable upon such conversion before giving effect to such adjustment and (y)
                    paying to such holder any amount in cash in lieu of any fraction pursuant to
                    Section 16.03 hereof. For purposes of this Section 16.05(l), the term
                    Adjustment Event shall mean:

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

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

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

| | (iv) | in any case referred to in clause (4) or clause (5) hereof, the date a sale or
                    exchange of Common Stock pursuant to such tender or exchange offer is
                    consummated and becomes irrevocable.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(m)     
                    For purposes of this Section 16.05, the number of shares of Common Stock at any
                    time outstanding shall not include shares held in the treasury of the Company
                    but shall include shares issuable in respect of scrip certificates issued in
                    lieu of fractions of shares of Common Stock. The Company will not pay any
                    dividend or make any distribution on shares of Common Stock held in the treasury
                    of the Company.

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

The
Company shall cause notice of the execution of such supplemental indenture to be mailed to
each holder of Notes, at its address appearing on the Note Register provided for in
Section 2.05 hereof, within twenty (20) days after execution thereof. Failure to deliver
such notice shall not affect the legality or validity of such supplemental indenture.

The
above provisions of this Section shall similarly apply to successive reclassifications,
changes, consolidations, mergers, combinations, sales and conveyances.

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

Section 16.07.     Taxes on
Shares Issued.The issue of stock certificates on conversions of Notes shall be made
without charge to the converting Noteholder for any documentary, stamp or similar issue or
transfer tax in respect of the issue thereof. The Company shall not, however, be required
to pay any such tax which may be payable in respect of any transfer involved in the issue
and delivery of stock in any name other than that of the holder of any Note converted, and
the Company shall not be required to issue or deliver any such stock certificate unless
and until the Person or Persons requesting the issue thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.

Section 16.08.     Reservation
of Shares; Shares to be Fully Paid;Compliance With Governmental
Requirements;Listing of Common Stock.The Company shall provide, free from
preemptive rights, out of its authorized but unissued shares or shares held in treasury,
sufficient shares of Common Stock to provide for the conversion of the Notes from time to
time as such Notes are presented for conversion.

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

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

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

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

Section 16.09.    Responsibility of Trustee.The Trustee and any other conversion agent shall not at any
time be under any duty or responsibility to any holder of Notes to determine the
Conversion Rate or whether any facts exist which may require any adjustment of the
Conversion Rate, or with respect to the nature or extent or calculation of any such
adjustment when made, or with respect to the method employed, or herein or in any
supplemental indenture provided to be employed, in making the same. The Trustee and any
other conversion agent shall not be accountable with respect to the validity or value (or
the kind or amount) of any shares of Common Stock, or of any securities or property, which
may at any time be issued or delivered upon the conversion of any Note; and the Trustee
and any other conversion agent make no representations with respect thereto. Neither the
Trustee nor any conversion agent shall be responsible for any failure of the Company to
issue, transfer or deliver any shares of Common Stock or stock certificates or other
securities or property or cash upon the surrender of any Note for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of the
Company contained in this Article 16. Without limiting the generality of the foregoing,
neither the Trustee nor any conversion agent shall be under any responsibility to
determine the correctness of any provisions contained in any supplemental indenture
entered into pursuant to Section 16.06 hereof relating either to the kind or amount of
shares of stock or securities or property (including cash) receivable by Noteholders upon
the conversion of their Notes after any event referred to in Section 16.06 hereof or to
any adjustment to be made with respect thereto, but, subject to the provisions of Section
9.01 hereof, may accept as conclusive evidence of the correctness of any such provisions,
and shall be protected in relying upon, the Officers Certificate (which the Company
shall be obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

Section 16.10.     
Notice to Holders Prior to Certain Actions.  In case:

(a)    
          the Company shall declare a dividend (or any other distribution) on its Common
          Stock that would require an adjustment in the Conversion Rate pursuant to
          Section 16.05 hereof; or

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

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

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

the Company shall cause to be filed
with the Trustee and to be mailed to each holder of Notes at his address appearing on the
Note Register provided for in Section 2.05 hereof, as promptly as possible but in any
event at least ten (10) days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such dividend,
distribution or rights or warrants, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to such dividend, distribution
or rights are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected
to become effective or occur, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or
winding up.

ARTICLE 17MISCELLANEOUS PROVISIONS

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

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

Section 17.03.     Addresses
for Notices, Etc.Any notice or demand which by any provision hereof is required or
permitted to be given or served by the Trustee or by the holders of Notes on the Company
shall be deemed to have been sufficiently given or made, for all purposes, if given or
served by being deposited postage prepaid by registered or certified mail in a post office
letter box or sent by telecopier transmission addressed as follows: to CNET Networks,
Inc., 235 Second Street, San Francisco, California 94105, Telecopier No.: (415) 344-1241,
Attention: General Counsel, with a copy to Latham & Watkins LLP, 135 Commonwealth
Drive, Menlo Park, California 94025, Telecopier No.: (650) 463-2300, Attention: Ora
Fisher. Any notice, direction, request or demand hereunder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or served by
being deposited, postage prepaid, by registered or certified mail in a post office letter
box or sent by telecopier transmission addressed as follows: Wells Fargo Bank, National
Association, 707 Wilshire Boulevard, 17th Floor, Los Angeles, California 90017,
Telecopier No.: (213) 614-3355, Attention: Corporate Trust Department.

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

Any
notice or communication mailed to a Noteholder shall be mailed to him by first class mail,
postage prepaid, at his address as it appears on the Note Register and shall be
sufficiently given to him if so mailed within the time prescribed.

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

Section 17.04.     Governing
Law.This Indenture and each Note shall be deemed to be a contract made under the laws
of the State of New York, and for all purposes shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of laws principles thereof.

Section 17.05.    Evidence of
Compliance with Conditions Precedent, Certificates To Trustee.Upon any application or
demand by the Company to the Trustee to take any action under any of the provisions
hereof, the Company shall furnish to the Trustee an Officers Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with.

Each
certificate or opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant provided for in this Indenture shall
include: (1) a statement that the person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statement or opinion contained in such certificate or
opinion is based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an informed opinion
as to whether or not such covenant or condition has been complied with; and (4) a
statement as to whether or not, in the opinion of such person, such condition or covenant
has been complied with.

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

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

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

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

Section 17.10.    Table of
Contents, Headings, Etc.The table of contents and the titles and headings of the
Articles and Sections hereof have been inserted for convenience of reference only, are not
to be considered a part hereof, and shall in no way modify or restrict any of the terms or
provisions hereof.

Section 17.11.     Authenticating Agent.The Trustee may appoint an authenticating agent that shall be
authorized to act on its behalf, and subject to its direction, in the authentication and
delivery of Notes in connection with the original issuance thereof and transfers and
exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07 and 3.05
hereof, as fully to all intents and purposes as though the authenticating agent had been
expressly authorized by this Indenture and those Sections to authenticate and deliver
Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the
authenticating agent shall be deemed to be authentication and delivery of such Notes
by the Trustee and a certificate of authentication executed on behalf of the
Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or
in the Notes for the Trustees certificate of authentication. Such authenticating
agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to
Section 9.09 hereof.

Any
corporation into which any authenticating agent may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, consolidation or
conversion to which any authenticating agent shall be a party, or any corporation
succeeding to the corporate trust business of any authenticating agent, shall be the
successor of the authenticating agent hereunder, if such successor corporation is
otherwise eligible under this Section 17.11, without the execution or filing of any paper
or any further act on the part of the parties hereto or the authenticating agent or such
successor corporation.

Any
authenticating agent may at any time resign by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time terminate the agency of any
authenticating agent by giving written notice of termination to such authenticating agent
and to the Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any authenticating agent shall cease to be eligible
under this Section 17.11, the Trustee shall either promptly appoint a successor
authenticating agent or itself assume the duties and obligations of the former
authenticating agent under this Indenture and, upon such appointment of a successor
authenticating agent, if made, shall give written notice of such appointment of a
successor authenticating agent to the Company and shall mail notice of such appointment of
a successor authenticating agent to all holders of Notes as the names and addresses of
such holders appear on the Note Register.

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

The
provisions of Sections 9.02, 9.03, 9.04 and 10.03 hereof and this Section 17.11 shall be
applicable to any authenticating agent.

Section 17.12.    Execution
in Counterparts.This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but one and
the same instrument.

Section 17.13.    Severability.In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, then (to the extent permitted by law) the validity,
legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

The
Trustee hereby accepts the trusts in this Indenture declared and provided, upon the terms
and conditions herein above set forth.

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

| |  | CNET NETWORKS, INC.By: /s/ Barry Briggs
Name:   Barry BriggsTitle:  Chief Operating Officer
| |  | ---------------------------------------------------------------------------------------------------------

| |  | WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeBy: /s/ Robert Schneider
Name:   Robert Schneider Title:  Vice President
| |  | ----------------------------------------------------------------------------------------------------------------------------------------

---

EXHIBIT A

[Include
only for Global Notes:]

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

[Include only for Notes that are
Restricted Securities]

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

THE HOLDER OF THIS NOTE AGREES FOR
THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (III)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, (B) THE HOLDER WILL NOT, DIRECTLY OR
INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS NOTE OR ANY COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT,
AND (C) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) AND (B) ABOVE. ]

---

# CNET NETWORKS, INC.

# 0.75% CONVERTIBLE
SENIOR NOTE DUE 2024

CUSIP: ________

No. ___              
                      
                      
                      
                      
                      
                      
                
                      $________

CNET
Networks, Inc., a corporation duly organized and validly existing under the laws of the
State of Delaware (herein called the Company, which term includes any
successor corporation under the Indenture referred to on the reverse hereof), for value
received hereby promises to pay to Cede & Co. or its registered assigns, [the
principal sum of _____________ DOLLARS] [the principal sum set forth on Schedule I
hereto]1 on April 15, 2024 at the office or agency of the Company maintained
for that purpose in accordance with the terms of the Indenture, in such coin or currency
of the United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest, semiannually on April 15 and
October 15 of each year, commencing October 15, 2004, on said principal sum at said office
or agency, in like coin or currency, at the rate per annum of 0.75%, from the April 15 or
October 15, as the case may be, next preceding the date of this Note to which
interest has been paid or duly provided for, unless no interest has been paid or duly
provided for on this Note, in which case from April 27, 2004 until payment of said
principal sum has been made or duly provided for. Notwithstanding the foregoing, if the
date hereof is after any April 1 or October 1, as the case may be, and before the
following April 15 or October 15, this Note shall bear interest from such April 15 or
October 15; provided thatif the Company shall default in the payment of interest
due on such April 15 or October 15, then this Note shall bear interest from the next
preceding April 15 or October 15 to which interest has been paid or duly provided for or,
if no interest has been paid or duly provided for on such Note, from April 27, 2004.
Except as otherwise provided in the Indenture, the interest payable on this Note pursuant
to the Indenture on any April 15 or October 15 will be paid to the Person entitled thereto
as it appears in the Note Register at the close of business on the record date, which
shall be the April 1 or October 1 (whether or not a Business Day) next preceding such
April 15 or October 15, as provided in the Indenture;provided that any such
interest not punctually paid or duly provided for shall be payable as provided in Section
2.03 of the Indenture.

The
Company shall pay interest (i) on any Notes in certificated form by check mailed to the
address of the Person entitled thereto as it appears in the Note Register (or, upon
written notice by such Person, by wire transfer in immediately available funds, if such
Person is entitled to interest on aggregate principal in excess of $2.0 million) or (ii)
on any Global Note by wire transfer of immediately available funds to the account of the
Depositary or its nominee.

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

This
Note shall be deemed to be a contract made under the laws of the State of New York, and
for all purposes shall be construed in accordance with and governed by the laws of the
State of New York, without regard to conflicts of laws principles thereof.

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

1
For Global Notes only.

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

| |  | CNET NETWORKS, INC.By: 
By: 
| |  | --------------------------------------------------------

TRUSTEES
CERTIFICATE OF AUTHENTICATION

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

WELLS FARGO BANK     NATIONAL
ASSOCIATION, as Trustee

|By:      Authorized Signatory |  | 
|------------------------------------------- |  | 

|, or |  | 
|---- |  | 

|By:         
Authorized Signatory       (if different from Trustee) |  | 
|--------------------------------------------------------------------------------- |  | 

|By:         
       Authorized Signatory |  | 
|-------------------------------------------------- |  | 

---

# FORM OF REVERSE OF NOTE

# CNET NETWORKS, INC.

# 0.75% CONVERTIBLE
SENIOR NOTE DUE 2024

This
Note is one of a duly authorized issue of Notes of the Company, designated as its 0.75%
Convertible Senior Notes Due 2024 (herein called the Notes), limited in
aggregate principal amount to $150,000,000, issued and to be issued under and pursuant to
an Indenture dated as of April 27, 2004 (herein called the Indenture),
between the Company and Wells Fargo Bank, National Association, as trustee (herein called
the Trustee), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and the holders
of the Notes.

The
Notes are issuable in fully registered form, without coupons, in denominations of $1,000
principal amount and any multiple of $1,000. Upon due presentment for registration of
transfer of this Note at the office or agency of the Company maintained for that purpose
in accordance with the terms of the Indenture, a new Note or Notes of authorized
denominations for an equal aggregate principal amount will be issued to the transferee in
exchange thereof, subject to the limitations provided in the Indenture, without charge
except for any tax, assessment or other governmental charge imposed in connection
therewith.

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

At
any time on or after April 21, 2009 and prior to maturity, the Notes may be redeemed at
the option of the Company, in whole or in part, upon mailing a notice of redemption not
less than 30 days but not more than 60 days prior to the redemption date to the holders of
Notes as provided in the Indenture, at a redemption price equal to 100% of the principal
amount of notes being redeemed, together with accrued and unpaid interest and Liquidated
Damages, if any, to but excluding the redemption date, as provided in Section 3.02 of the
Indenture; provided that if such redemption date falls after a record date for the
payment of interest and on or prior to the corresponding interest payment date, then the
interest payable on such interest payment date shall be paid to the holders of record of
the Notes on the applicable record date.

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

If
cash sufficient to pay the redemption price of all Notes or portions thereof to be
redeemed is deposited with the Trustee (or other paying agent appointed by the Company) as
of 10:00 a.m. (New York City time) on the redemption date, then on the redemption date,
interest will cease to accrue on the Notes (or portions thereof to be redeemed) and the
holder shall have no other rights as such, other than the right to receive the redemption
price upon surrender of such Note.

If
a Note called for redemption shall not be so paid upon surrender thereof for redemption,
the principal shall, until paid or duly provided for, bear interest from the redemption
date at a rate equal to 1% per annum above the then applicable rate and the Note shall
remain convertible into Common Stock until the principal of and interest and Defaulted
Interest on, and Liquidated Damages, if any, on such Note shall have been paid or duly
provided for.

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

If
a Designated Event occurs at any time prior to maturity of the Notes, the holder of this
Note may require the Company to repurchase this Note in whole multiples of $1,000 at a
repurchase price equal to 100% of the principal amount of notes being repurchased,
together with accrued and unpaid interest and Liquidated Damages, if any, to but excluding
the Designated Event Repurchase Date, as provided in Section 3.05 of the Indenture. To
exercise such right, a holder shall deliver to the Trustee (or other paying agent
appointed by the Company) the form entitled Repurchase Notice attached
hereto duly completed together with the Note, duly endorsed for transfer, during the
period beginning at any time from the opening of business (New York City time) on the date
the Designated Event Notice is mailed until the close of business (New York City time) on
the Business Day immediately prior to such Designated Event Repurchase Date as set forth
in Section 3.05 of the Indenture; provided that if such Designated Event Repurchase
Date falls after a record date for the payment of interest and on or prior to the
corresponding interest payment date, then the interest payable on such interest payment
date shall be paid to the holders of record of the Notes on the applicable record date.

Subject
to the terms and conditions of the Indenture, the Company shall be obligated to purchase,
at the option of the holder, all or any portion of the Notes held by such holder on April
15, 2009, April 15, 2014 and April 15, 2019 in whole multiples of $1,000 at a repurchase
price equal to 100% of the principal amount of notes being repurchased, together with
accrued and unpaid interest and Liquidated Damages, if any, to but excluding the
Repurchase Date, as provided in Section 3.06 of the Indenture. To exercise such right, a
holder shall deliver to the Trustee (or other paying agent appointed by the Company) the
form entitled Repurchase Notice attached hereto duly completed together
with the Note, duly endorsed for transfer, during the period beginning at any time from
the opening of business (New York City time) on the date that is 20 Business Days prior to
the corresponding Repurchase Date until the close of business on such Repurchase Date as
set forth in Section 3.06 of the Indenture.

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

If
cash sufficient to pay the repurchase price of all Notes or portions thereof to be
repurchased as of a Repurchase Date or a Designated Event Repurchase Date, as the case may
be, is deposited with the Trustee (or other paying agent appointed by the Company) as of
10:00 a.m. (New York City time) on such Repurchase Date or Designated Event Repurchase
Date, then on the Repurchase Date or Designated Event Repurchase Date, as the case may be,
interest will cease to accrue on the Notes (or portions thereof to be repurchased) and the
holder of such Notes shall have no other rights as such, other than the right to receive
the repurchase price upon surrender of such Note.

Subject
to the occurrence of certain events and in compliance with the provisions of the
Indenture, prior to the final maturity date of the Notes, the holder hereof has the right,
at its option, to convert each $1,000 principal amount of this Note into 66.6667 shares of
the Companys Common Stock, as such shares shall be constituted at the date of
conversion and subject to adjustment from time to time as provided in the Indenture. To
exercise such right, a holder shall deliver to the Trustee (or other conversion agent
appointed by the Company) the form entitled Conversion Notice attached
hereto duly completed together with the Note, duly endorsed for transfer. The Company will
notify the holder hereof of any event triggering the right to convert the Notes in
accordance with the Indenture.

Upon
conversion of a Note (or portion thereof), a holder will not receive any cash payment in
respect of accrued interest on this Note (or portion hereof being converted) unless such
conversion occurs between the close of business (New York City time) on a record date for
the payment of interest to the close of business (New York City time) on the Business Day
immediately preceding the corresponding interest payment date; provided that if any
Note (or portion hereof) is surrendered for conversion during the period from the close of
business (New York City time) on a record date for the payment of interest to the close of
business (New York City time) on the Business Day immediately preceding the corresponding
interest payment date, this Note (or portion hereof being converted) must be accompanied
by payment, in immediately available funds or other funds acceptable to the Company, in an
amount equal to the interest otherwise payable on such interest payment date on the
principal amount being converted;provided furtherthat no such payment shall be
required (1) if the Company has specified a redemption date pursuant to Section 3.01 of
the Indenture that is after a record date but on or prior to the corresponding interest
payment date, (2) if the Company has specified a Designated Event Repurchase Date that is
after a record date and on or prior to the corresponding interest payment date or (3) to
the extent any overdue interest exists at the time of conversion with respect to this Note
(or portion hereof being converted).

A
holder may convert notes called for redemption until the close of business (New York City
time) on the Business Day prior to the redemption date.

A
Note in respect of which a holder has submitted a Repurchase Notice may be converted only
if such holder withdraws its Repurchase Notice prior to the close of business (New York
City time) on the Repurchase Date or Designated Event Repurchase Date, as the case may be,
in accordance with the terms of the Indenture.

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

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

Subject
to the terms and conditions set forth in the Indenture, in case an Event of Default shall
have occurred and be continuing, the principal of and accrued and unpaid interest on all
Notes may be declared due and payable by the Trustee or the holders of not less than 25%
in aggregate principal amount of the Notes then outstanding in the manner, with the effect
and subject to the conditions provided in the Indenture.

The
Indenture contains provisions permitting the Company and the Trustee, with the consent of
the holders of at least a majority in aggregate principal amount of the Notes at the time
outstanding, to execute supplemental indentures adding any provisions to or changing in
any manner or eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the holders of the Notes, subject to
the exceptions set forth in Section 12.02 of the Indenture. Subject to the provisions of
the Indenture, the holders of a majority in aggregate principal amount of the Notes at the
time outstanding may on behalf of the holders of all of the Notes waive any past default
or Event of Default, subject to the exceptions set forth in the Indenture. Any such
consent or waiver by the holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such holder and upon all future holders and owners of
this Note and any Notes which may be issued in exchange or substitution hereof,
irrespective of whether or not any notation thereof is made upon this Note or such other
Notes.

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

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

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

Any
Notes called for redemption, unless surrendered for conversion by the holders thereof on
or prior to the close of business on the Business Day immediately preceding the redemption
date, may be deemed to be redeemed from the holders of such Notes for an amount equal to
the applicable redemption price, together with accrued and unpaid interest, to but
excluding the redemption date, by one or more investment banks or other purchasers who may
agree with the Company to purchase such Notes from the holders thereof and convert them
into shares of the Companys Common Stock and to make payment for such Notes as
provided in the Indenture.

This
Note shall be deemed to be a contract made under the laws of New York, and for all
purposes shall be construed in accordance with the laws of New York, without regard to
conflicts of laws principles thereof.

[In
addition to the rights provided to holders of Notes under the Indenture, holders shall
have all the rights set forth in the Registration Rights Agreement dated as of April 27,
2004 between the Company and the Initial Purchasers named therein (the
Registration Rights Agreement).]*

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

*
Include only for Notes that are Restricted Securities

---

# ABBREVIATIONS

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

|TEN COM - | as tenants in common | UNIF GIFT MIN ACT -___ Custodian ___
|--------- | -------------------- | ------------------------------------

|TEN ENT - | as tenant by the entireties | (Cust)   (Minor)
|--------- | --------------------------- | ----------------

|JT TEN - | as joint tenants with right of   survivorship and not as tenants in common | under Uniform Gifts to Minors Act____________________________
      (State)
|-------- | -------------------------------------------------------------------------- | ---------------------------------------------------------------------------

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

---

# CONVERSION NOTICE

TO:             CNET NETWORKS, INC.
             WELLS FARGO BANK, NATIONAL ASSOCIATION

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

Dated:
______________________

| |  | 
Signature(s)Signature(s) must be guaranteed by an eligible guarantor institution
          meeting the requirements of the Note 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 Note Registrar in addition to, or
          in substitution for, STAMP, all in accordance with the Securities Exchange Act
          of 1934, as amended.
Signature Guarantee
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

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

$Social
Security or Other Taxpayer  Identification Number:



---

# REPURCHASE NOTICE

TO:             CNET NETWORKS, INC.
             WELLS FARGO BANK, NATIONAL ASSOCIATION

The
undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a
notice from CNET Networks, Inc. (the Company) regarding the right of
holders to elect to require the Company to repurchase the Notes and requests and instructs
the Company to repay the entire principal amount of this Note, or the portion thereof
(which is $1,000 or an integral multiple thereof) below designated, in accordance with the
terms of the Indenture at the price of 100% of such entire principal amount or portion
thereof, together with accrued interest and Liquidated Damages, if any, thereon, to but
excluding, the Repurchase Date or the Designated Event Repurchase Date, as the case may
be, to the registered holder hereof. Capitalized terms used herein but not defined shall
have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased
by the Company as of the Repurchase Date or the Designated Event Repurchase Date, as the
case may be, pursuant to the terms and conditions specified in the Indenture.

Dated:
______________________

| |  | 
Signature(s)NOTICE:
The above signatures of the holder(s) hereof must correspond with the name as written upon
the face of the Note in every particular without alteration or enlargement or any change
whatever.Principal
amount to be redeemed (ifless than all):
Note Certificate Number
Social Security /
Taxpayer ID No.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# ASSIGNMENT

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

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

|o | To CNET Networks, Inc. or a subsidiary thereof; or
|- | --------------------------------------------------

|o | To a qualified institutional buyer in compliance with Rule 144A under the
Securities Act of 1933, as amended, and certification in the form of Exhibit B to the
Indenture is being furnished herewith; or
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | To a non-U.S. person in compliance with Regulation S under the Securities
Act of 1933, as amended and certification in the form of Exhibit C to the Indenture is
being furnished herewith; or
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | Pursuant
to and in compliance with Rule 144 under the Securities Act of 1933, as amended; or
|- | --------------------------------------------------------------------------------------------

|o | Pursuant
to a Registration Statement which has been declared effective under the Securities Act of
1933, as amended, and which continues to be effective at the time of transfer;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

and unless the Note has been
transferred to CNET Networks, Inc. or a subsidiary thereof, the undersigned confirms that
such Note is not being transferred to an affiliate of the Company as
defined in Rule 144 under the Securities Act of 1933, as amended.

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

Dated:
______________________

| |  | 
Signature(s)Signature(s) must be guaranteed by an eligible guarantor institution
          meeting the requirements of the Note 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 Note Registrar in addition to, or
          in substitution for, STAMP, all in accordance with the Securities Exchange Act
          of 1934, as amended.
Signature Guarantee
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

---

Schedule I

[Include Schedule I only for a Global Note]

# SCHEDULE OF EXCHANGES
OF SECURITIES

|Date ofExchange | Amount of decrease in Principal Amount of Global Note | Amount of increase in Principal Amount of Global Note | Principal Amount of Global Notefollowing such  increase or decrease | Notation Explaining Principal Amount Recorded | Authorized Signature of Trustee of Custodian
|--------------- | ----------------------------------------------------- | ----------------------------------------------------- | ------------------------------------------------------------------- | --------------------------------------------- | --------------------------------------------
|                |                                                       |                                                       |                                                                     |                                               |                                             
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EXHIBIT B

Regulation S Certificate

_________________, _________

Wells Fargo Bank,
National Association707 Wilshire Boulevard, 17th FloorLos Angeles,
California 90017Attention: Corporate Trust Department

|Re: | CNET Networks, Inc.0.75% Convertible Senior Notes due 2024 (the Notes) Issued under the
Indenture (the Indenture) dated as of April 27, 2004 relating to the
Notes
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Ladies and Gentlemen:

Terms
are used in this Certificate as used in Regulation S (Regulation S)
under the Securities Act of 1933, as amended (the Securities Act),
except as otherwise stated herein.

[CHECK
A OR B AS APPLICABLE.]

|o | A. | This Certificate relates to our proposed transfer of $__________ principal
               amount of Notes issued under the Indenture. We hereby certify as follows:
|- | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1. | The offer and sale of the Notes was not and will not be made to a person in the
          United States (unless such person is excluded from the definition of U.S.
          person pursuant to Rule 902(k)(2)(vi) or the account held by it for which
          it is acting is excluded from the definition of U.S. person pursuant
          to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3)) and
          such offer and sale was not and will not be specifically targeted at an
          identifiable group of U.S. citizens abroad.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Unless the circumstances described in the parenthetical in paragraph 1 above
          are applicable, either (a) at the time the buy order was originated, the buyer
          was outside the United States or we and any person acting on our behalf
          reasonably believed that the buyer was outside the United States or (b) the
          transaction was executed in, on or through the facilities of a designated
          offshore securities market, and neither we nor any person acting on our behalf
          knows that the transaction was pre-arranged with a buyer in the United States.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Neither we, any of our affiliates, nor any person acting on our or their behalf
          has made any directed selling efforts in the United States with respect to the
          Notes.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The proposed transfer of Notes is not part of a plan or scheme to evade the
          registration requirements of the Securities Act.
|-- | --------------------------------------------------------------------------------------------------------------------------------------

|5. | If we are a dealer or a person receiving a selling concession, fee or other
          remuneration in respect of the Notes, and the proposed transfer takes place
          during the relevant one-year distribution compliance period as defined in
          Regulation S, or we are an officer or director of the Company or an Initial
          Purchaser (as defined in the Indenture), we certify that the proposed transfer
          is being made in accordance with the provisions of Rule 904(b) of Regulation S.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | B. | This Certificate relates to our proposed exchange of $__________ principal
               amount of Notes issued under the Indenture for an equal principal amount of
               Notes to be held by us. We hereby certify as follows:
|- | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1. | At the time the offer and sale of the Notes was made to us, either (i) we were
          not in the United States or (ii) we were excluded from the definition of
          U.S. person pursuant to Rule 902(k)(2)(vi) or the account held by us
          for which we were acting was excluded from the definition of U.S.
          person pursuant to Rule 902(k)(2)(i) under the circumstances described in
          Rule 902(h)(3); and we were not a member of an identifiable group of U.S.
          citizens abroad.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Unless the circumstances described in paragraph 1(ii) above are applicable,
          either (a) at the time our buy order was originated, we were outside the United
          States or (b) the transaction was executed in, on or through the facilities of a
          designated offshore securities market and we did not pre-arrange the transaction
          in the United States.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | The proposed exchange of Notes is not part of a plan or scheme to evade the
          registration requirements of the Securities Act.
|-- | --------------------------------------------------------------------------------------------------------------------------------------

You
and the Company are entitled to rely upon this Certificate and are irrevocably authorized
to produce this Certificate or a copy hereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered hereby.

| |  | Very truly yours,[NAME OF SELLER (FOR
 TRANSFERS)     OR OWNER (FOR EXCHANGES)]By:  
Name:Title:Address:
| |  | ----------------------------------------------------------------------------------------------------------------------

Date: _________________

---

EXHIBIT C

Rule 144A Certificate

_________________, ____

Wells Fargo Bank,
National Association707 Wilshire Boulevard, 17th FloorLos Angeles,
California 90017Attention:   Corporate Trust Department

---

|Re: | CNET Networks, Inc.0.75% Convertible Senior Notes due 2024 (the Notes) Issued under the
Indenture (the Indenture) dated as of April 27, 2004 relating to the
Notes
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Ladies and Gentlemen:

TO
BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

This
Certificate relates to:

[CHECK
A OR B AS APPLICABLE.]

|o | A. | Our proposed purchase of $__________ principal amount of Notes issued under the
               Indenture.
|- | -- | ---------------------------------------------------------------------------------------------------------

|o | B. | Our proposed exchange of $__________ principal amount of Notes issued under the
               Indenture for an equal principal amount of Notes to be held by us.
|- | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

We
and, if applicable, each account for which we are acting in the aggregate owned and
invested more than $100,000,000 in securities of issuers that are not affiliated with us
(or such accounts, if applicable), as of _________, 20__, which is a date on or since
close of our most recent fiscal year. We and, if applicable, each account for which we are
acting, are a qualified institutional buyer within the meaning of Rule 144A (Rule
144A) under the Securities Act of 1933, as amended (the Securities
Act). If we are acting on behalf of an account, we exercise sole investment
discretion with respect to such account. We are aware that the transfer of Notes to us, or
such exchange, as applicable, is being made in reliance upon the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of
this Certificate we have received such information regarding the Company as we have
requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

You
and the Company are entitled to rely upon this Certificate and are irrevocably authorized
to produce this Certificate or a copy hereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered hereby.

| |  | Very truly yours,[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR
                                                EXCHANGES)]By: Name:Title:Address:
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: _________________