exhibit4_1.htm


     

    Exhibit
      4.1

    
      
 

    

    
       

      CHARTER
        COMMUNICATIONS, INC.

       

      and

       

      THE
        BANK OF NEW YORK TRUST COMPANY, N.A.,

       

      as
        Trustee

       

      ________________

       

      INDENTURE

       

      Dated
        as of October 2, 2007

       

      ________________

       

      6.50%
        Convertible Senior Notes due 2027

      
        


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      TABLE
        OF CONTENTS

       

      
 

      
        
          	
                  ARTICLE
                    1 DEFINITIONS AND INCORPORATION BY REFERENCE

                	
                  1

                
	
                  Section
                    1.01

                	
                  Definitions.

                	
                  1

                
	
                  Section
                    1.02

                	
                  Other
                    Definitions.

                	
                  10

                
	
                  Section
                    1.03

                	
                  Incorporation
                    by Reference of Trust Indenture Act.

                	
                  10

                
	
                  Section
                    1.04

                	
                  Rules
                    of Construction.

                	
                  11

                
	
                  ARTICLE
                    2 THE NOTES

                	
                  11

                
	
                  Section
                    2.01

                	
                  Form
                    and Dating.

                	
                  11

                
	
                  Section
                    2.02

                	
                  Execution
                    and Authentication.

                	
                  12

                
	
                  Section
                    2.03

                	
                  Registrar;
                    Conversion Agent; and Paying Agent.

                	
                  13

                
	
                  Section
                    2.04

                	
                  Paying
                    Agent to Hold Money in Trust.

                	
                  13

                
	
                  Section
                    2.05

                	
                  Holder
                    Lists.

                	
                  13

                
	
                  Section
                    2.06

                	
                  Global
                    Notes; Non-global Notes; Book-Entry Provisions.

                	
                  14

                
	
                  Section
                    2.07

                	
                  Registration;
                    Registration of Transfer and Exchange; Restrictions on
                    Transfer.

                	
                  15

                
	
                  Section
                    2.08

                	
                  Replacement
                    Notes.

                	
                  18

                
	
                  Section
                    2.09

                	
                  Outstanding
                    Notes.

                	
                  19

                
	
                  Section
                    2.10

                	
                  Treasury
                    Notes.

                	
                  19

                
	
                  Section
                    2.11

                	
                  Temporary
                    Notes.

                	
                  19

                
	
                  Section
                    2.12

                	
                  Cancellation.

                	
                  20

                
	
                  Section
                    2.13

                	
                  Defaulted
                    Interest.

                	
                  20

                
	
                  Section
                    2.14

                	
                  Computation
                    of Interest.

                	
                  20

                
	
                  Section
                    2.15

                	
                  CUSIP
                    Numbers.

                	
                  20

                
	
                  ARTICLE
                    3 REDEMPTION AND PREPAYMENT

                	
                  21

                
	
                  Section
                    3.01

                	
                  Notices
                    to Trustee.

                	
                  21

                
	
                  Section
                    3.02

                	
                  Selection
                    of Notes to Be Redeemed.

                	
                  21

                
	
                  Section
                    3.03

                	
                  Notice
                    of Redemption.

                	
                  21

                
	
                  Section
                    3.04

                	
                  Effect
                    of Notice of Redemption.

                	
                  22

                
	
                  Section
                    3.05

                	
                  Deposit
                    of Redemption Price.

                	
                  23

                
	
                  Section
                    3.06

                	
                  Notes
                    Redeemed in Part.

                	
                  23

                
	
                  Section
                    3.07

                	
                  Optional
                    Redemption.

                	
                  23

                
	
                  Section
                    3.08

                	
                  Mandatory
                    Redemption.

                	
                  24

                
	
                  ARTICLE
                    4 COVENANTS

                	
                  24

                
	
                  Section
                    4.01

                	
                  Payment
                    of Notes.

                	
                  24

                
	
                  Section
                    4.02

                	
                  Maintenance
                    of Office or Agency.

                	
                  24

                
	
                  Section
                    4.03

                	
                  Reports.

                	
                  25

                
	
                  Section
                    4.04

                	
                  Compliance
                    Certificate.

                	
                  25

                
	
                  Section
                    4.05

                	
                  Taxes.

                	
                  26

                
	
                  Section
                    4.06

                	
                  Stay,
                    Extension and Usury Laws.

                	
                  26

                
	
                  Section
                    4.07

                	
                  Corporate
                    Existence.

                	
                  26

                


        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  Section
                    4.08

                	
                  Payments
                    for Consent.

                	
                  26

                
	
                  Section
                    4.09

                	
                  Registration
                    and Listing.

                	
                  26

                
	
                  Section
                    4.10

                	
                  Delivery
                    of Certain Information.

                	
                  27

                
	
                  Section
                    4.11

                	
                  Waiver
                    of Certain Covenants.

                	
                  27

                
	
                  ARTICLE
                    5 SUCCESSORS

                	
                  28

                
	
                  Section
                    5.01

                	
                  Merger,
                    Consolidation, or Sale of Assets.

                	
                  28

                
	
                  Section
                    5.02

                	
                  Successor
                    Corporation Substituted.

                	
                  28

                
	
                  ARTICLE
                    6 DEFAULTS AND REMEDIES

                	
                  29

                
	
                  Section
                    6.01

                	
                  Events
                    of Default.

                	
                  29

                
	
                  Section
                    6.02

                	
                  Acceleration.

                	
                  30

                
	
                  Section
                    6.03

                	
                  Defaults
                    and Remedies.

                	
                  30

                
	
                  Section
                    6.04

                	
                  Waiver
                    of Existing Defaults.

                	
                  31

                
	
                  Section
                    6.05

                	
                  Control
                    by Majority.

                	
                  31

                
	
                  Section
                    6.06

                	
                  Limitation
                    on Suits.

                	
                  31

                
	
                  Section
                    6.07

                	
                  Rights
                    of Holders of Notes to Receive Payment and to Convert.

                	
                  32

                
	
                  Section
                    6.08

                	
                  Collection
                    Suit by Trustee.

                	
                  32

                
	
                  Section
                    6.09

                	
                  Trustee
                    May File Proofs of Claim.

                	
                  32

                
	
                  Section
                    6.10

                	
                  Priorities.

                	
                  33

                
	
                  Section
                    6.11

                	
                  Undertaking
                    for Costs.

                	
                  33

                
	
                  ARTICLE
                    7 TRUSTEE

                	
                  33

                
	
                  Section
                    7.01

                	
                  Duties
                    of Trustee.

                	
                  33

                
	
                  Section
                    7.02

                	
                  Rights
                    of Trustee.

                	
                  34

                
	
                  Section
                    7.03

                	
                  Individual
                    Rights of Trustee.

                	
                  35

                
	
                  Section
                    7.04

                	
                  Trustee’s
                    Disclaimer.

                	
                  36

                
	
                  Section
                    7.05

                	
                  Notice
                    of Defaults.

                	
                  36

                
	
                  Section
                    7.06

                	
                  Reports
                    by Trustee to Holders of the Notes.

                	
                  36

                
	
                  Section
                    7.07

                	
                  Compensation
                    and Indemnity.

                	
                  36

                
	
                  Section
                    7.08

                	
                  Replacement
                    of Trustee.

                	
                  37

                
	
                  Section
                    7.09

                	
                  Successor
                    Trustee By Merger, etc.

                	
                  38

                
	
                  Section
                    7.10

                	
                  Eligibility;
                    Disqualification.

                	
                  38

                
	
                  Section
                    7.11

                	
                  Preferential
                    Collection of Claims Against the Company.

                	
                  38

                
	
                  ARTICLE
                    8 MEETINGS OF HOLDERS OF NOTES

                	
                  39

                
	
                  Section
                    8.01

                	
                  Purposes
                    for Which Meetings May be Called.

                	
                  39

                
	
                  Section
                    8.02

                	
                  Call,
                    Notice and Place of Meetings.

                	
                  39

                
	
                  Section
                    8.03

                	
                  Persons
                    Entitled to Vote at Meetings.

                	
                  39

                
	
                  Section
                    8.04

                	
                  Quorum;
                    Action.

                	
                  39

                
	
                  Section
                    8.05

                	
                  Determination
                    of Voting Rights; Conduct and Adjournment of Meetings.

                	
                  40

                
	
                  Section
                    8.06

                	
                  Counting
                    Votes and Recording Action of Meetings.

                	
                  41

                
	
                  ARTICLE
                    9 AMENDMENT, SUPPLEMENT AND WAIVER

                	
                  41

                
	
                  Section
                    9.01

                	
                  Without
                    Consent of Holders of Notes.

                	
                  41

                
	
                  Section
                    9.02

                	
                  With
                    Consent of Holders of Notes.

                	
                  42

                


        

         

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  Section
                    9.03

                	
                  Compliance
                    with Trust Indenture Act.

                	
                  44

                
	
                  Section
                    9.04

                	
                  Revocation
                    and Effect of Consents.

                	
                  44

                
	
                  Section
                    9.05

                	
                  Notation
                    on or Exchange of Notes.

                	
                  44

                
	
                  Section
                    9.06

                	
                  Trustee
                    to Sign Amendments, etc.

                	
                  44

                
	
                  ARTICLE
                    10 CONVERSION OF NOTES

                	
                  45

                
	
                  Section
                    10.01

                	
                  Conversion
                    Privilege and Conversion Rate.

                	
                  45

                
	
                  Section
                    10.02

                	
                  Exercise
                    of Conversion Privilege.

                	
                  46

                
	
                  Section
                    10.03

                	
                  Limitation
                    on Beneficial Ownership

                	
                  47

                
	
                  Section
                    10.04

                	
                  Cash
                    Settlement Option

                	
                  48

                
	
                  Section
                    10.05

                	
                  Fractions
                    of Shares.

                	
                  48

                
	
                  Section
                    10.06

                	
                  Exchange
                    in Lieu of Conversion

                	
                  49

                
	
                  Section
                    10.07

                	
                  Adjustment
                    of Conversion Rate.

                	
                  49

                
	
                  Section
                    10.08

                	
                  Interest
                    Make Whole Upon Conversion.

                	
                  57

                
	
                  Section
                    10.09

                	
                  Notice
                    of Adjustments of Conversion Rate.

                	
                  58

                
	
                  Section
                    10.10

                	
                  Notice
                    of Certain Corporate Action.

                	
                  59

                
	
                  Section
                    10.11

                	
                  Company
                    to Reserve Common Stock.

                	
                  60

                
	
                  Section
                    10.12

                	
                  Taxes
                    on Conversions.

                	
                  60

                
	
                  Section
                    10.13

                	
                  Covenant
                    as to Common Stock.

                	
                  60

                
	
                  Section
                    10.14

                	
                  Cancellation
                    of Converted Notes.

                	
                  60

                
	
                  Section
                    10.15

                	
                  Provision
                    in Case of Consolidation, Merger or Sale of Assets.

                	
                  60

                
	
                  Section
                    10.16

                	
                  Responsibility
                    of Trustee for Conversion Provisions.

                	
                  61

                
	
                  ARTICLE
                    11 REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A FUNDAMENTAL
                    CHANGE

                	
                  62

                
	
                  Section
                    11.01

                	
                  Right
                    to Require Repurchase upon a Fundamental Change.

                	
                  62

                
	
                  Section
                    11.02

                	
                  Repurchase
                    of Notes at the Option of Holders.

                	
                  65

                
	
                  Section
                    11.03

                	
                  Consolidation,
                    Merger, etc.

                	
                  67

                
	
                  ARTICLE
                    12 MISCELLANEOUS

                	
                  68

                
	
                  Section
                    12.01

                	
                  Trust
                    Indenture Act Controls.

                	
                  68

                
	
                  Section
                    12.02

                	
                  Notices.

                	
                  68

                
	
                  Section
                    12.03

                	
                  Communication
                    by Holders of Notes with Other Holders of Notes.

                	
                  69

                
	
                  Section
                    12.04

                	
                  Certificate
                    and Opinion as to Conditions Precedent.

                	
                  69

                
	
                  Section
                    12.05

                	
                  Statements
                    Required in Certificate or Opinion.

                	
                  69

                
	
                  Section
                    12.06

                	
                  Rules
                    by Trustee and Agents.

                	
                  70

                
	
                  Section
                    12.07

                	
                  No
                    Personal Liability of Directors, Officers, Employees, Members
                    and
                    Stockholders.

                	
                  70

                
	
                  Section
                    12.08

                	
                  Governing
                    Law.

                	
                  70

                
	
                  Section
                    12.09

                	
                  No
                    Adverse Interpretation of Other Agreements.

                	
                  70

                
	
                  Section
                    12.10

                	
                  Successors.

                	
                  70

                
	
                  Section
                    12.11

                	
                  Severability.

                	
                  71

                
	
                  Section
                    12.12

                	
                  Counterpart
                    Originals.

                	
                  71

                
	
                  Section
                    12.13

                	
                  Table
                    of Contents, Headings, etc.

                	
                  71

                
	
                  Section
                    12.14

                	
                  Waiver
                    of Jury Trial.

                	
                  71

                
	
                  Section
                    12.15

                	
                  Force
                    Majeure.

                	
                  71

                


        

         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

         

        
          	
                  ARTICLE
                    13 SATISFACTION AND DISCHARGE

                	
                  71

                
	
                  Section
                    13.01

                	
                  Satisfaction
                    and Discharge of Indenture.

                	
                  71

                
	
                  Section
                    13.02

                	
                  Application
                    of Trust Money.

                	
                  72

                
	 	 	 


        

      

       

       

       


      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      


      


       

      CROSS-REFERENCE
        TABLE

       

      
        	
                TIA
                  Section

              	
                Indenture

                Section

              
	
                310(a)(1)

              	
                7.10

              
	
                (a)(2)

              	
                7.10

              
	
                (a)(3)

              	
                N/A

              
	
                (a)(4)

              	
                N/A

              
	
                (a)(5)

              	
                7.10

              
	
                (b)

              	
                7.10

              
	
                (c)

              	
                N/A

              
	
                311(a)

              	
                7.11

              
	
                (b)

              	
                7.11

              
	
                (c)

              	
                N/A

              
	
                312(a)

              	
                2.05

              
	
                (b)

              	
                N/A

              
	
                (c)

              	
                N/A

              
	
                313(a)

              	
                7.06

              
	
                (b)(1)

              	
                N/A

              
	
                (b)(2)

              	
                7.06,
                  7.07

              
	
                (c)

              	
                7.06,
                  12.02

              
	
                (d)

              	
                7.06

              
	
                314(a)

              	
                N/A

              
	
                (a)(4)

              	
                12.05

              
	
                (b)

              	
                N/A

              
	
                (c)(1)

              	
                N/A

              
	
                (c)(2)

              	
                N/A

              
	
                (c)(3)

              	
                N/A

              
	
                (d)

              	
                N/A

              
	
                (e)

              	
                12.05

              
	
                (f)

              	
                N/A

              
	
                315(a)

              	
                N/A

              
	
                (b)

              	
                N/A

              
	
                (c)

              	
                N/A

              
	
                (d)

              	
                N/A

              
	
                (e)

              	
                N/A

              
	
                316(a)
                  (last sentence)

              	
                N/A

              
	
                (a)(1)(A)

              	
                N/A

              
	
                (a)(1)(B)

              	
                N/A

              
	
                (a)(2)

              	
                N/A

              
	
                (b)

              	
                N/A

              
	
                317(a)(1)

              	
                N/A

              
	
                (a)(2)

              	
                N/A

              
	
                (b)

              	
                N/A

              
	
                318(a)

              	
                N/A

              
	
                318(c)

              	
                12.01

              


      

      N/A
        means
        Not Applicable

      ____________

      


      
        	
                 

              	
                Note:  This
                  Cross-Reference Table shall not, for any purpose, be deemed to
                  be part of
                  this Indenture.

              


      


      
        
          v

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      INDENTURE
        dated as of October 2, 2007 among Charter Communications, Inc., a Delaware
        corporation (as further defined below, the “Company”), and The
        Bank of New York Trust Company, N.A., a national banking association, as
        trustee
        (the “Trustee”).

       

      The
        Company and the Trustee agree as follows for the benefit of each other and
        for
        the equal and ratable benefit of the Holders of the Notes:

       

      ARTICLE
        1

       

      DEFINITIONS
        AND INCORPORATION BY REFERENCE

       

      Section
        1.01  Definitions.

       

      “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 purposes of this definition, “control,” as
        used with respect to any Person, shall mean the possession, directly or
        indirectly, of the power to direct or cause the direction of the management
        or
        policies of such Person, whether through the ownership of voting securities,
        by
        agreement or otherwise; provided that beneficial ownership of 10% or more
        of the
        Voting Stock of a Person shall be deemed to be control.  For purposes
        of this definition, the terms “controlling, “controlled by” and “under common
        control with” shall have correlative meanings.

       

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

       

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

       

      “Allen
        Affiliate” means any person in which the Principal, directly or
        indirectly, owns at least a 50.1% equity interest, provided that the Company,
        Charter Holdco or any of its Subsidiaries will not be included in such
        definition.

       

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

       

      “Bankruptcy
        Law” means Title 11, U.S. Code or any similar Federal or state law of
        any jurisdiction relating to bankruptcy, insolvency, winding up, liquidation,
        reorganization or relief of debtors.

       

      “Beneficial
        Owner” has the meaning assigned to such term in Section 13(d) of
        the Exchange Act and the rules and regulations promulgated thereunder, and
        the
        term “Beneficial Ownership” shall have a correlative
        meaning.

       

      “Beneficial
        Owner Entity” means any entity that is a director or indirect
        Beneficial Owner of more than 50% of the total voting power of all shares
        of an
        acquirer’s capital stock that are entitled to vote generally in the election of
        directors.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Board
        of Directors” means the Board of Directors of the Company or any
        authorized committee of the Board of Directors of the Company.

       

      “Board
        Resolution” means a copy of a resolution certified by the Secretary or
        an Assistant Secretary of the Company to have been duly adopted by the Board
        of
        Directors of the Company and to be in full force and effect on the date of
        such
        certification and delivered to the Trustee.

       

      “Business
        Day” means any day other than a Legal Holiday.

       

      “Capital
        Stock” means:

       

      (1)           in
        the case of a corporation, corporate stock;

       

      (2)           in
        the case of an association or business entity, any and all shares, interests,
        participations, rights or other equivalents (however designated) of corporate
        stock;

       

      (3)           in
        the case of a partnership or limited liability company, partnership or
        membership interests (whether general or limited); and

       

      (4)           any
        other interest (other than any debt obligation) or participation that confers
        on
        a Person the right to receive a share of the profits and losses of, or
        distributions of assets of, the issuing Person.

       

      “Change
        of Control” means the occurrence of any of the following:

       

      (1)           the
        consummation of any transaction (including any merger or consolidation) the
        result of which is that any “person” or “group” within the meaning of
        Section 13(d) of the Exchange Act (a “Section 13
        Person”), other than the Principal and the Related Parties, becomes the
        Beneficial Owner, directly or indirectly, of more than 35% of the Voting
        Stock
        of the Company, measured by voting power rather than number of shares, unless
        the Principal and the Related Parties, collectively, beneficially own, directly
        or indirectly, a greater percentage of Voting Stock of the Company, measured
        by
        voting power rather than number of shares, than such Section 13
        Person;

       

      (2)           the
        consummation of any transaction or event (whether by means of a liquidation,
        share exchange, tender offer, consolidation, recapitalization, reclassification,
        merger of the Company or any sale, lease or other transfer of the consolidated
        assets of the Company and its Subsidiaries) or a series of related transactions
        or events pursuant to which the Common Stock is exchanged for, converted
        into or
        constitutes solely the right to receive cash, securities or other property
        more
        than 10% of the fair market value of which consists of cash, securities or
        other
        property that are not, or upon issuance will not be, traded or quoted on
        any
        U.S. national securities exchange;

       

      (3)           the
        sale, transfer, conveyance, lease or other disposition (including by way
        of
        liquidation or dissolution, but excluding by way of merger or consolidation),
        in
        one or a series of related transactions, of the assets of the Company and
        its
        Subsidiaries, substantially as an entirety, to any Section 13
        Person;

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (4)           at
        any time, (i) the Principal or any Allen Affiliates (as defined below)
        purchases, in a transaction or series of transactions, shares of Common Stock
        and, solely as a result of such purchases, the aggregate number of shares
        of
        Common Stock held by the Principal and any Allen Affiliates exceeds 70% of
        the
        total number of shares of Common Stock issued and outstanding at such time
        (including any shares borrowed pursuant to the Share Lending Agreement) and
        (ii)
        the Sale Price of the Common Stock for any five Trading Days within the period
        of the 10 consecutive Trading Days immediately after the later of (x) the
        last
        date of such purchases or (y) the public announcement of such purchases, is
        less than 100% of the Conversion Price of the Notes in effect on each of
        those
        Trading Days (for purposes of this clause (4), a purchase will not include
        any
        transaction whereby shares of Common Stock are acquired by the Principal
        or any
        Allen Affiliate as a result of service as a director on the Board of Directors
        or the exchange and conversion of membership units of Charter Holdco for
        and
        into shares of Common Stock or the conversion of shares of the Company’s Class B
        Common Stock, par value $.001 per share, into shares of Common Stock or issued
        in exchange (by merger or otherwise) for shares of a Person that holds units
        of
        Charter Holdco; the calculation of the number of shares of Common Stock held
        by
        the Principal and the Allen Affiliates will not include securities exchangeable
        or convertible into shares of Common Stock.

       

      (5)           after
        the Issue Date, the first day on which a majority of the members of the Board
        of
        Directors of the Company are not Continuing Directors; or

       

      (6)           the
        adoption of a plan relating to the liquidation or dissolution of the
        Company.

       

      “Charter
        Holdco” means Charter Communications Holding Company, LLC.

       

      “Commission”
        or “SEC” means the Securities and Exchange Commission.

       

      “common
        stock” includes any stock of any class of capital stock 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 issuer
        thereof and which is not subject to redemption by the issuer
        thereof.

       

      “Common
        Stock” means the Class A Common Stock, par value $.001 per share, of
        the Company authorized at the date of this instrument as originally
        executed.  Subject to the provisions of Section 10.14, shares
        issuable on conversion or repurchase of Notes shall include only shares of
        Common Stock or shares of any class or classes of common stock resulting
        from
        any reclassification or reclassifications thereof; provided, however, that
        if at
        any time there shall be more than one such resulting class, the shares so
        issuable on conversion of Notes shall include shares of all such classes,
        and
        the shares of each such class then so issuable shall be substantially in
        the
        proportion that 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 Person named as the “Company” in the first paragraph of this
        instrument until a successor Person shall have become such pursuant to the
        applicable provisions of this Indenture, and thereafter
“Company” shall mean such successor Person.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Continuing
        Directors” means, as of any date of determination, any member of the
        Board of Directors of the Company who:

       

      (1)           was
        a member of the Board of Directors on the Issue Date; or

       

      (2)           was
        nominated for election or elected to the Board of Directors with the approval
        of
        a majority of the Continuing Directors who were members of the Board of
        Directors at the time of such nomination or election or whose election or
        appointment was previously so approved.

       

      “Conversion
        Agent” means any Person authorized by the Company to convert Notes in
        accordance with Article 10.  The Company has initially appointed the
        Trustee as its Conversion Agent pursuant to Section 2.03
        hereof.

       

      “Conversion
        Average Price” of Common Stock means, with respect to any conversion of
        Notes, the average of the Sale Prices of the Common Stock over the Conversion
        Averaging Period.

       

      “Conversion
        Averaging Period” means the 20 Trading Day period (i) with respect
        to a Conversion Date occurring during the period beginning on the date the
        Company gives a notice of redemption and ending on the close of business
        on the
        Business Day prior to the applicable Redemption Date, beginning on the
        Redemption Date; and (ii) in all other cases, beginning on the third scheduled
        Trading Day immediately following the applicable Conversion Date for such
        conversion of Notes.

       

      “Conversion
        Price” as of any date shall equal U.S. $1,000 divided by the Conversion
        Rate in effect on such date (rounded to the nearest cent).

       

      “Conversion
        Rate” has the meaning specified in Section 10.01(a)
        hereof.

       

      “Corporate
        Trust Office” means the principal office of the Trustee at which at any
        time its corporate trust business shall be administered, which office at
        the
        date hereof is located at 2 N. LaSalle Street, Suite 1020, Chicago, IL 60602,
        Attention:  Corporate Trust Administration, or such other address as
        the Trustee may designate from time to time by notice to the Holders and
        the
        Company, or the principal corporate trust office of any successor Trustee
        (or
        such other address as such successor Trustee may designate from time to time
        by
        notice to the Holders and the Company).

       

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

       

      “Depositary”
        means, with respect to any Notes (including any Global Notes), a clearing
        agency
        that is registered under the Exchange Act and is designated by the Company
        to
        act as Depositary for such Notes (or any successor securities clearing agency
        so
        registered).

       

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

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Effective
        Date” means the date of consummation or effectiveness of a transaction
        described in clause (2) of the definition of Change of Control.

       

      “Exchange
        Act” means the Securities Exchange Act of 1934, as
        amended.

       

      “Exchange
        Offer Prospectus” means the exchange offer prospectus, dated August 29,
        2007, as amended on September 14,2007, prepared in connection with the offering
        of the Notes being issued on the date hereof.

       

      “Fundamental
        Change” means a Change of Control or a Termination of
        Trading

       

      “Global
        Note” means a Note that is registered in the Note Register for the
        Notes in the name of a Depositary or a nominee thereof.

       

      “Guarantee”
        or “guarantee” means a guarantee other than by
        endorsement of negotiable instruments for collection in the ordinary course
        of
        business, direct or indirect, in any manner including by way of a pledge
        of
        assets or through letters of credit or reimbursement agreements in respect
        thereof, of all or any part of any Indebtedness, measured as the lesser of
        the
        aggregate outstanding amount of the Indebtedness so guaranteed and the face
        amount of the Guarantee.

       

      “Holder”
        means the Person in whose name the Note is registered in the Note
        Register.

       

      “Indebtedness”
        means, with respect to any specified Person, any indebtedness of such Person,
        whether or not contingent:

       

      (1)           in
        respect of borrowed money;

       

      (2)           evidenced
        by bonds, notes, debentures or similar instruments; or

       

      (3)           representing
        capital lease obligations.

       

      The
        amount of any Indebtedness outstanding as of any date shall be (i) the accreted
        value thereof, in the case of any Indebtedness issued with original issue
        discount; and (ii) the principal amount (or portion of the discounted rental
        stream attributable to principal in the case of capitalized leases) thereof,
        together with any interest thereon that is more than 30 days past due, in
        the
        case of any other Indebtedness.

       

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

       

      “Interest
        Payment Date” means the Stated Maturity of an installment of interest
        on the Notes, such dates being April 1 and October 1 of each year, commencing
        April 1, 2008.

       

      “Issue
        Date” means October 2, 2007.

       

      “Legal
        Holiday”, when used with respect to any place of payment or Place of
        Conversion, as the case may be, means a Saturday, a Sunday or a day on which
        banking institutions in The City of New York, at such place of payment or
        Place
        of Conversion, as the 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

        case
          may
          be, are authorized by law, regulation or executive order to remain
          closed.  If a payment date is a Legal Holiday at a place of payment,
          payment may be made at that place on the next succeeding day that is not
          a Legal
          Holiday, and no interest shall accrue on such payment for the intervening
          period.

      

       

      “Maturity”,
        when used with respect to any Notes, means the date on which the Principal
        Amount of such Notes becomes due and payable as therein or herein provided,
        whether at the Stated Maturity or by declaration of acceleration, call for
        redemption, exercise of the repurchase right set forth in Article 11 or
        otherwise.

       

      “Non-global
        Note” means a Note that is in definitive, fully registered form,
        without interest coupons, and that is not a Global Note.

       

      “Notes”
        means the Company’s 6.50% Convertible Senior Notes due 2027 and more
        particularly means any Notes authenticated and delivered under this Indenture,
        including any Additional Notes.

       

      “Officer”
        means, with respect to any Person, the Chairman of the Board, the Chief
        Executive Officer, the President, the Chief Operating Officer, the Chief
        Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
        the
        Secretary or any Vice-President of such Person.

       

      “Officers’
        Certificate” means a certificate signed on behalf of the Company by two
        Officers of the Company, one of whom must be the principal executive officer,
        the chief financial officer or the treasurer of the Company that meets the
        requirements of Section 12.05.

       

      “Opinion
        of Counsel” means an opinion from legal counsel that meets the
        requirements of Section 12.05.  The counsel may be an employee of
        or counsel to the Company or any Subsidiary of the Company.

       

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

       

      “Place
        of Conversion” means any city in which any Conversion Agent is
        located.

       

      “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 2.08 in exchange for or in lieu of a mutilated, destroyed, lost or
        stolen Note shall be deemed to evidence the same debt as the mutilated,
        destroyed, lost or stolen Note.

       

      “Principal”
        means Paul G. Allen.

       

      “Principal
        Amount” of a Note means the stated principal amount as set forth on the
        face of such Note.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “Record
        Date Period” means the period from the close of business of any Regular
        Record Date next preceding any Interest Payment Date to the opening of business
        on such Interest Payment Date.

       

      “Redemption
        Date”, when used with respect to any Note to be redeemed, means the
        date fixed for redemption by or pursuant to this Indenture.

       

      “Redemption
        Make Whole Amount” has the meaning specified in
        Section 10.08.

       

      “Redemption
        Price” has the meaning specified in Section 3.07.

       

      “Regular
        Record Date” for interest payable in respect of any Note on any
        Interest Payment Date means the March 15 or September 15 (whether or not
        a
        Business Day), as the case may be, next preceding such Interest Payment
        Date.

       

      “Related
        Party” means:

       

      (1)           the
        spouse or an immediate family member, estate or heir of the Principal;
        or

       

      (2)           any
        trust, corporation, partnership or other entity, the beneficiaries,
        stockholders, partners, owners or Persons beneficially holding an 80% or
        more
        controlling interest of which consist of the Principal and/or such other
        Persons
        referred to in the immediately preceding clause (1) or this clause
        (2).

       

      “Responsible
        Officer” when used with respect to the Trustee, means any officer
        within the Corporate Trust Administration of the Trustee (or any successor
        group
        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 his knowledge
        of
        and familiarity with the particular subject.

       

      “Restricted
        Non-global Note” means a Restricted Note other than a Global
        Note.

       

      “Restricted
        Notes” means all Notes required pursuant to Section 2.07(3) to
        bear any Restricted Notes Legend.

       

      “Restricted
        Notes Certificate” means a certificate substantially in the form set
        forth in Annex A.

       

      “Restricted
        Notes Legend” means, collectively, the legends substantially in the
        forms of the legends required in the form of Note set forth in Exhibit A
        to be
        placed upon each Restricted Note.

       

      “Rule
        144” means Rule 144 promulgated under the Securities Act.

       

      “Rule
        144A” means Rule 144A promulgated under the Securities
        Act.

       

      “Sale
        Price” of Common Stock or any other security on any date means the
        closing sale price per share (or if no closing sale price is reported, the
        average of the bid and asked prices or, 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

        if
          more
          than one in either case, the average of the average bid and the average
          asked
          prices) on that date as reported in transactions for the principal U.S.
          securities exchange or market on which the Common Stock or such other security
          is traded or quoted.  The Sale Price will be determined without
          reference to after-hours or extended market trading.  If the Common
          Stock or such other security is not listed for trading or quoted on a U.S.
          national or regional securities exchange or market on the relevant date,
          the
          Sale Price will be the last quoted bid price for the Common Stock or such
          other
          security in the Nasdaq Capital Market or in the over-the-counter market
          on the
          relevant date as reported by Pink Sheets LLC or any similar
          organization.  If the Common Stock or such other security is not so
          quoted, the Sale Price will be the average of the mid-point of the last
          bid and
          asked prices for the Common Stock or such other security on the relevant
          date
          from each of at least three nationally recognized independent investment
          banking
          firms selected by the Company for this purpose.

      

       

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

       

      “Share
        Lending Agreement” means the Share Lending Agreement, dated as of
        November 22, 2004, between the Company and Citigroup Global Markets Limited,
        as
        such agreement may be amended from time to time.

       

      “Significant
        Subsidiary” means any Subsidiary of the Company which is a “significant
        subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Exchange
        Act.

       

      “Stated
        Maturity”, when used with respect to the Principal Amount of any Note
        or the payment of interest on any Note, means the date specified in such
        Note as
        the fixed date on which the Principal Amount of such Note or such installment
        of
        interest is due and payable.

       

      “Stock
        Price” means the price per share of Common Stock paid in connection
        with a corporate transaction described in clause (2) of the definition of
        Change
        of Control, which shall be equal to (i) if holders of Common Stock receive
        only
        cash in such corporate transaction, the cash amount paid per share of Common
        Stock and (ii) in all other cases, the average of the Sale Prices of Common
        Stock on the last ten Trading Days up to but not including the Effective
        Date.

       

      “Subsidiary”
        means, with respect to any Person:

       

      (1)           any
        corporation, association or other business entity of which at least 50% of
        the
        total voting power of shares of Capital Stock entitled (without regard to
        the
        occurrence of any contingency) to vote in the election of directors, managers
        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, in the case of any such entity of which 50% of
        the
        total voting power of shares of Capital Stock is so owned or controlled by
        such
        Person or one or more of the other Subsidiaries of such Person, such Person
        and
        its Subsidiaries also has the right to control the management of such entity
        pursuant to contract or otherwise; and

       

      (2)           any
        partnership (a) the sole general partner or the managing general partner
        of
        which is such Person or a Subsidiary of such Person or (b) the only general
        partners of which are such Person or of one or more Subsidiaries of such
        Person
        (or any combination thereof).

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      “Successor
        Note” of any particular Note means every Note issued after, and
        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 2.08 in exchange for or in lieu
        of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence
        the
        same debt as the mutilated, destroyed, lost or stolen Note.

       

      “Surrender
        Certificate” means a certificate substantially in the form set forth in
        Annex C.

       

      “Termination
        of Trading” will be deemed to have occurred if the Common Stock (or
        other common stock into which the Notes are convertible) is neither listed
        for
        trading or quoted on a U.S. national securities exchange; provided that a
        Termination of Trading will not occur so long as the Common Stock is listed
        for
        trading or quoted on the Nasdaq Capital Market or quoted bid prices for the
        Common Stock in the over-the-counter market are reported by Pinks Sheets
        LLC or
        any similar organization.

       

      “TIA”
        means the Trust Indenture Act of 1939 (15 U.S.C. ss. 77aaa-77bbbb) as in
        effect on the date on which this Indenture is qualified under the TIA; provided,
        however, that in the event the Trust Indenture Act of 1939 is amended after
        such
        date, then “TIA” means, to the extent required by such amendment, the Trust
        Indenture Act of 1939 as so amended.

       

      “Trading
        Day” means a day during which trading in securities generally occurs
        on
        the principal U.S. national or regional securities exchange or market on
        which
        the Common Stock is then listed or quoted or, if the Common Stock is not
        then
        listed or quoted on a national or regional securities exchange or market,
        on the
        principal other market on which the Common Stock is traded.

       

      “Trustee”
        means The Bank of New York Trust Company, N.A. until a successor replaces
        The
        Bank of New York Trust Company, N.A. in accordance with the applicable
        provisions of this Indenture and thereafter means the successor serving
        hereunder.

       

      “Unrestricted
        Notes Certificate” means a certificate substantially in the form set
        forth in Annex B.

       

      “Voting
        Stock” of any Person as of any date means the Capital Stock of such
        Person that is at the time entitled to vote in the election of the board
        of
        directors of such Person.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


       

      Section
        1.02  Other
        Definitions.

      


      
        	 	
                Defined
                  in

              
	
                Term

              	
                Section

              
	
                “Accepted
                  Purchased Shares”

              	
                10.07(g)

              
	
                “Additional
                  Notes”

              	
                2.02

              
	
                “Additional
                  Shares”

              	
                10.01(b)

              
	
                “Authentication
                  Order”

              	
                2.02

              
	
                “Constituent
                  Person”

              	
                10.15

              
	
                “Conversion
                  Date”

              	
                10.02(a)

              
	
                “Conversion
                  Rate”

              	
                10.01(a)

              
	
                “Conversion
                  Settlement Date”

              	
                10.01(a)

              
	
                “Current
                  Market Price”

              	
                10.07(h)

              
	
                “Event
                  of Default”

              	
                6.01

              
	
                “Ex-date”

              	
                10.07(i)

              
	
                “Expiration
                  Date”

              	
                10.07(f)

              
	
                “fair
                  market value”

              	
                10.07(j)

              
	
                “Five
                  Year Repurchase Date”

              	
                11.02

              
	
                “Fundamental
                  Change Repurchase Date”

              	
                11.01(b)

              
	
                “Fundamental
                  Change Repurchase Price”

              	
                11.01(a)

              
	
                “Initial
                  Notes”

              	
                2.02

              
	
                “Non-Electing
                  Share”

              	
                10.15

              
	
                “Note
                  Register”

              	
                2.03

              
	
                “Offer
                  Expiration Date”

              	
                10.07(g)

              
	
                “Paying
                  Agent”

              	
                2.03

              
	
                “Payment
                  Default”

              	
                6.01

              
	
                “Purchased
                  Shares”

              	
                10.07(f)

              
	
                “Registrar”

              	
                2.03

              
	
                “Repurchase
                  Notice”

              	
                11.01

              
	
                “Restricted
                  Global Note”

              	
                2.01

              
	
                “Rule
                  144A Information”

              	
                4.10

              
	
                “Specified
                  Percentage”

              	
                10.03

              
	
                “Spin-Off”

              	
                10.07(e)

              
	
                “Statistical
                  Release”

              	
                10.08

              
	
                “Trigger
                  Event”

              	
                10.07(d)

              


      

      


      Section
        1.03  Incorporation
        by Reference of Trust Indenture Act.

       

      Whenever
        this Indenture refers to a provision of the TIA, the provision is incorporated
        by reference in and made a part of this Indenture.  The following TIA
        terms used in this Indenture have the following meanings:

       

      “indenture
        securities” means the Notes;

       

      “indenture
        security Holder” means a Holder of a Note;

       

      “indenture
        to be qualified” means this Indenture;

       

      “indenture
        trustee” or “institutional trustee” means the Trustee;
        and

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      “obligor”
        on the Notes means the Company and any successor obligor upon the
        Notes.

       

      All
        other
        terms used in this Indenture that are defined by the TIA, defined by TIA
        reference to another statute or defined by SEC rule under the TIA have the
        meanings so assigned to them.

       

      Section
        1.04  Rules
        of Construction.

       

      Unless
        the context otherwise requires:

       

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

       

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

       

      (c)  “or”
is
        not exclusive and “including” means “including without limitation”;

       

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

       

      (e)  provisions
        apply to successive events and transactions;

       

      (f)  references
        to sections of or rules under the Securities Act shall be deemed to include
        substitute, replacement of successor sections or rules adopted by the Commission
        from time to time;

       

      (g)           references
        to any statute, law, rule or regulation shall be deemed to refer to the same
        as
        from time to time amended and in effect and to any successor statute, law,
        rule
        or regulation; and

       

      (h)           references
        to any contract, agreement or instrument shall mean the same as amended,
        modified, supplemented or amended and restated from time to time, in each
        case,
        in accordance with any applicable restrictions contained in this
        Indenture.

       

      ARTICLE
        2

       

      THE
        NOTES

       

      Section
        2.01  Form
        and Dating.

       

      The
        Notes
        and the conversion notices shall be substantially in the form of Exhibit
        A
        hereto.  The Notes may have notations, legends or endorsements
        required by law, stock exchange rule or usage.  Each Note shall be
        dated the date of its authentication.  The Principal Amount of the
        Notes shall be in denominations of $1,000 and integral multiples
        thereof.

       

      The
        terms
        and provisions contained in the Notes shall constitute, and are hereby expressly
        made, a part of this Indenture and the Company and the Trustee, by their
        execution and delivery of this Indenture, expressly agree to such terms and
        provisions and to be bound thereby.  

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

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

      

       

      Upon
        their original issuance, Initial Notes shall be issued in the form of one
        or
        more Global Notes in definitive, fully registered form without interest coupons
        and without the Restricted Note Legend.  Additional Notes shall be
        issued in the form of one or more Global Notes in definitive, fully registered
        form without interest coupons and, unless issued pursuant to an effective
        registration statement under the Securities Act, bearing the Restricted Note
        Legend.  Global Notes bearing the Restricted Note Legend, together
        with their Successor Notes which are Global Notes, are collectively herein
        called the “Restricted Global Notes”.  Global Note
        shall be registered in the name of DTC, as Depositary, or its nominee and
        deposited with the Trustee, as custodian for DTC, for credit by DTC to the
        respective accounts of beneficial owners of the Notes represented thereby
        (or
        such other accounts as they may direct).

       

      Section
        2.02  Execution
        and Authentication.

       

      Two
        Officers shall sign the Notes for the Company by manual or facsimile
        signature.

       

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

       

      A
        Note
        shall not be valid until authenticated by the manual signature (which may
        be by
        facsimile) of the Trustee.  The signature shall be conclusive evidence
        that the Note has been authenticated under this Indenture.

       

      At
        any
        time and from time to time after the execution and delivery of this Indenture,
        the Company may deliver Notes executed by the Company to the Trustee for
        authentication; and the Trustee shall authenticate and deliver such Notes
        upon a
        written order of the Company signed by an Officer of the Company (an
“Authentication Order”).  Such Authentication Order
        shall specify the amount of Notes to be authenticated and the date on which
        the
        Notes are to be authenticated and whether the Notes are to be issued as one
        or
        more Global Notes and such other information as the Company may include or
        the
        Trustee may reasonably request.  The aggregate Principal Amount of
        Notes that may be outstanding under this Indenture is unlimited; provided
        that
        upon initial issuance, the aggregate Principal Amount of Notes outstanding
        shall
        not exceed $479,168,000, except as provided in Section 2.08.  The
        Company, without the consent of the Holders of Notes, may issue additional
        Notes
        (the “Additional Notes”) from time to time having identical
        terms and conditions as the Notes originally issued under this Indenture
        (the
“Initial Notes”), except for any difference in the issue price
        and interest accrued prior to the issue date of such Additional Notes; provided
        that such Additional Notes are fungible with the Initial Notes for United
        States
        federal income tax purposes.  The Initial Notes and any Additional
        Notes shall constitute a single series of debt securities and, in circumstances
        in which this Indenture provides for Holders of Notes to vote or take any
        action, the Holders of Initial Notes and the Holders of any Additional Notes
        shall vote or take such action as a single class.

       

      The
        Trustee may appoint an authenticating agent acceptable to the Company to
        authenticate Notes.  An authenticating agent may authenticate Notes
        whenever the Trustee may do so.  Each reference in this Indenture to
        authentication by the Trustee includes authentication 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

        by
          such
          agent.  An authenticating agent has the same rights as an Agent to
          deal with Holders or an Affiliate of the Company.

      

       

      Section
        2.03  Registrar;
        Conversion Agent; and Paying Agent.

       

      The
        Company shall maintain an office or agency where Notes may be presented for
        registration of transfer, exchange, conversion, redemption or repurchase
        (“Registrar” and with respect to conversion, “Conversion Agent”) and an office
        or agency where Notes may be presented for payment (“Paying
        Agent”).  The Registrar shall keep a register of the Notes and of
        their transfer, exchange and conversion (the register maintained in such
        office,
        the “Note Register”).  The Company may appoint one or more
        co-registrars or conversion agents and one or more additional paying
        agents.  The term “Registrar” includes any co-registrar, the term
“Conversion Agent” includes any co-conversion agent and the term “Paying Agent”
includes any additional paying agent.  The Company may change any
        Paying Agent, Registrar or Conversion Agent without notice to any
        Holder.  The Company shall promptly notify the Trustee in writing of
        the name and address of any agent not a party to this Indenture.  If
        the Company fails to appoint or maintain another entity as Registrar, Paying
        Agent or Conversion Agent, the Trustee shall act as such.  The Company
        or any of its Subsidiaries may act as Paying Agent, Registrar or Conversion
        Agent.

       

      The
        Company initially appoints DTC to act as Depositary with respect to the Global
        Notes.

       

      The
        Company initially appoints the Trustee to act as the Registrar, Paying Agent
        and
        Conversion Agent and custodian with respect to the Global Notes.

       

      Section
        2.04  Paying
        Agent to Hold Money in Trust.

       

      The
        Company shall require each Paying Agent other than the Trustee to agree in
        writing that the Paying Agent shall hold in trust for the benefit of Holders
        or
        the Trustee all money held by the Paying Agent for the payment of the Principal
        Amount, premium, if any, or interest on the Notes, and shall notify the Trustee
        of any default by the Company in making any such payment.  While any
        such default continues, the Trustee may require a Paying Agent to pay all
        money
        held by it to the Trustee.  The Company at any time may require a
        Paying Agent to pay all money held by it to the Trustee.  Upon payment
        over to the Trustee, the Paying Agent (if other than the Company or a
        Subsidiary) shall have no further liability for the money.  If the
        Company or a Subsidiary acts as Paying Agent, it shall segregate and hold
        in a
        separate trust fund for the benefit of the Holders all money held by it as
        Paying Agent.  Upon any bankruptcy or reorganization proceedings
        relating to the Company, the Trustee shall serve as Paying Agent for the
        Notes.

       

      Section
        2.05  Holder
        Lists.

       

      The
        Trustee shall preserve in as current a form as is reasonably practicable
        the
        most recent list available to it of the names and addresses of all Holders
        and
        shall otherwise comply with TIA ss. 312(a).  If the Trustee is
        not the Registrar, the Company shall furnish to the Trustee at least seven
        Business Days before each interest payment date and at such other times as
        the
        Trustee may request in writing, a list in such form and as of such date as
        the
        Trustee may 

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

        reasonably
          require of the names and addresses of the Holders of Notes and the Company
          shall
          otherwise comply with TIA ss. 312(a).

      

       

      Section
        2.06  Global
        Notes; Non-global Notes; Book-Entry Provisions.

       

      (a)           Global
        Notes

       

      (i)           Each
        Global Note authenticated under this Indenture shall be registered in the
        name
        of the Depositary designated by the Company for such Global Note 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 provisions of this Indenture or the Notes, a Global Note shall
        not be
        exchanged in whole or in part for a Note registered in the name of any Person
        other than the Depositary or one or more nominees thereof, provided that
        a
        Global Note may be exchanged for Notes registered in the names of any Person
        designated by the Depositary in the event that (A) the Depositary has notified
        the Company that it is unwilling or unable to continue as Depositary for
        such
        Global Note or such Depositary has ceased to be a “clearing agency” registered
        under the Exchange Act, and a successor Depositary is not appointed by the
        Company within 90 days, (B) to the extent permitted by the Depositary, the
        Company, in its sole discretion, determines at any time that the Notes shall
        no
        longer be represented by Global Notes and shall inform such Depositary of
        such
        determination; or (C) there is a request by or on behalf of the Depository
        in
        accordance with its customary procedures to exchange an interest in the Global
        Notes for Non-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) or (C) above may be exchanged in whole
        or
        from time to time in part as directed by the Depositary.  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)           If
        any Global Note is to be exchanged for other Notes or canceled in whole,
        it
        shall be surrendered by or on behalf of the Depositary or its nominee to
        the
        Trustee, as Note Registrar, for exchange or cancellation, as provided in
        this
        Article 2.  If any Global Note is to be exchanged for other Notes or
        canceled in part, or if another Note is to be exchanged in whole or in part
        for
        a beneficial interest in any Global Note, in each case, as provided in
        Section 2.07, then either (A) such Global Note shall be so surrendered for
        exchange or cancellation, as provided in this Article 2, or (B) the Principal
        Amount thereof shall be reduced or increased by an amount equal to the portion
        thereof to be so exchanged or canceled, or equal to the Principal Amount
        of such
        other Note to be so exchanged for a beneficial interest therein, as the case
        may
        be, by means of an appropriate adjustment made on the records of the Trustee,
        as
        Registrar, whereupon the Trustee, in accordance with the Applicable Procedures,
        shall instruct the Depositary or its authorized representative to make a
        corresponding adjustment to its records.  Upon any such surrender or
        adjustment of a Global Note, the Trustee shall, subject to Section 2.07(c)
        and as otherwise provided in this Article 2, authenticate and deliver any
        Notes
        issuable in exchange for such Global Note (or any portion thereof) to or
        upon
        the order of, and registered in such names as may be directed by, the Depositary
        or its authorized representative.  Upon the request of the Trustee in
        connection with the occurrence of any of the events specified 

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

         

        in
          the
          preceding paragraph, the Company shall promptly make available to the Trustee
          a
          reasonable supply of Notes that are not in the form of Global
          Notes.  The Trustee shall be entitled to rely upon any order,
          direction or request of the Depositary or its authorized representative
          which is
          given or made pursuant to this Article 2 if such order, direction or request
          is
          given or made in accordance with the Applicable Procedures.

      

       

      (iv)           Every
        Note authenticated and delivered upon registration of transfer of, or in
        exchange for or in lieu of, a Global Note or any portion thereof, whether
        pursuant to this Article 2 or otherwise, shall be authenticated and delivered
        in
        the form of, and shall be, a registered Global Note, unless such Note is
        registered in the name of a Person other than the Depositary for such Global
        Note or a nominee thereof, in which case such Note shall be authenticated
        and
        delivered in definitive, fully registered form, without interest
        coupons.

       

      (v)           The
        Depositary or its nominee, as registered owner of a Global Note, shall be
        the
        Holder of such Global Note for all purposes under the Indenture and the Notes,
        and owners of beneficial interests in a Global Note shall hold such interests
        pursuant to the Applicable Procedures.  Accordingly, any such owner’s
        beneficial interest in a Global Note shall be shown only on, and the transfer
        of
        such interest shall be effected only through, records maintained by the
        Depositary or its nominee or its Agent Members and such owners of beneficial
        interests in a Global Note shall not be considered the owners or holders
        thereof.

       

      (b)           Non-global
        Notes.  Notes issued upon the events described in
        Section 2.06(a)(ii) shall be in definitive, fully registered form, without
        interest coupons, and shall bear the Restricted Notes Legend if and as required
        by this Indenture.

       

      
        	
                Section
                  2.07  

              	
                Registration;
                  Registration of Transfer and Exchange; Restrictions on
                  Transfer.

              


      

       

      (a)           Upon
        surrender for registration of transfer of any Note at an office or agency
        of the
        Company designated pursuant to Section 2.03 for such purpose, 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.

       

      At
        the
        option of the Holder, and subject to the other provisions of this
        Section 2.07, Notes may be exchanged for other Notes of any authorized
        denomination and of a like aggregate Principal Amount, upon surrender of
        the
        Notes to be exchanged at any such office or agency.  Whenever any
        Notes are so surrendered for exchange, and subject to the other provisions
        of
        this Section 2.07, the Company shall execute, and the Trustee shall
        authenticate and deliver, the Notes which the Holder making the exchange
        is
        entitled to receive.  Every Note presented or surrendered for
        registration of transfer or for exchange shall (if so required by the Company
        or
        the Registrar) be duly endorsed, or be accompanied by a written instrument
        of
        transfer in form satisfactory to the Company, the Trustee and the Registrar
        duly
        executed, by the Holder thereof or its attorney duly authorized in
        writing.

       

      All
        Notes
        issued upon any registration of transfer or exchange of Notes shall be the
        legal, valid and binding obligations of the Company, evidencing the same
        debt
        and entitled to the same 

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

         

        benefits
          under this Indenture as the Notes surrendered upon such registration of
          transfer
          or exchange.

      

       

      No
        service charge shall be made to a Holder for any registration of transfer
        or
        exchange of Notes except as provided in Section 2.08, but the Company may
        require payment of a sum sufficient to cover any tax or other governmental
        charge that may be imposed in connection with any registration of transfer
        or
        exchange of Notes, other than exchanges pursuant to Section 2.06, 9.05,
        10.02, 11.01 or 11.02 (other than where the shares of Common Stock are to
        be
        issued or delivered in a name other than that of the Holder of the Note)
        not
        involving any transfer and other than any stamp and other duties, if any,
        which
        may be imposed in connection with any such transfer or exchange by the United
        States or any political subdivision thereof or therein, which shall be paid
        by
        the Company.

       

      In
        the
        event of a redemption of the Notes, neither the Company nor the Registrar
        will
        be required (a) to register the transfer of or exchange any Non-global Note
        for
        a period of 15 days immediately preceding the date notice is given identifying
        the certificate numbers of the Notes called for such redemption or (b) to
        register the transfer of or exchange any Non-global Note, or portion thereof,
        called for redemption.

       

      (b)           Certain
        Transfers and Exchanges.  Notwithstanding any other provision of this
        Indenture or the Notes, transfers and exchanges of Notes and beneficial
        interests in a Global Note of the kinds specified in this Section 2.07(b)
        shall be made only in accordance with this Section 2.07(b).

       

      (i)           Restricted
        Global Note to Restricted Non-global Note.  In the event that
        Non-global Notes are to be issued pursuant to Section 2.06(a)(ii) in
        connection with any transfer of Notes, such transfer may be effected only
        in
        accordance with the provisions of this Clause (b)(i) and subject to the
        Applicable Procedures.  Upon receipt by the Trustee, as Registrar, of
        (A) an Authentication Order from the Company directing the Trustee, as
        Registrar, to (x) authenticate and deliver one or more Notes of the same
        aggregate Principal Amount as the beneficial interest in the Restricted Global
        Note to be transferred, such instructions to contain the name or names of
        the
        designated transferee or transferees, the authorized denomination or
        denominations of the Notes to be so issued and appropriate delivery instructions
        and (y) decrease the beneficial interest of a specified Agent Member’s account
        in a Restricted Global Note by a specified Principal Amount not greater than
        the
        Principal Amount of such Restricted Global Note, and (B) such other
        certifications, legal opinions or other information as the Company or the
        Trustee may reasonably require to confirm that such transfer is being made
        pursuant to an exemption from, or in a transaction not subject to, the
        registration requirements of the Securities Act, then the Trustee, as Registrar,
        shall decrease the Principal Amount of the Restricted Global Note by the
        specified amount and authenticate and deliver Notes in accordance with such
        instructions from the Company as provided in
        Section 2.06(a)(iii).

       

      (ii)           Restricted
        Non-global Note to Restricted Global Note.  If the Holder of a
        Restricted Non-global Note wishes at any time to transfer all or any portion
        of
        such Restricted Non-global Note to a Person who wishes to take delivery thereof
        in the form of a beneficial interest in the Restricted Global Note, such
        transfer may be effected only in accordance with the provisions of this Clause
        (b)(ii) and subject to the Applicable Procedures.  Upon receipt by the


       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

         

        Trustee,
          as Registrar, of (A) such Restricted Non-global Note as provided in
          Section 2.07(a) and written instructions from the Company directing that a
          beneficial interest in the Restricted Global Note in a specified Principal
          Amount not greater than the Principal Amount of such Restricted Non-global
          Note
          be credited to a specified Agent Member’s account and (B) a Restricted Notes
          Certificate, satisfactory to the Trustee and duly executed by such Holder
          or its
          attorney duly authorized in writing, then the Trustee, as Registrar, shall
          cancel such Restricted Non-global Note (and issue a new Restricted Non-global
          Note in respect of any untransferred portion thereof) as provided in
          Section 2.07(a) and increase the Principal Amount of the Restricted Global
          Note by the specified Principal Amount as provided in
          Section 2.06(a)(iii).

      

       

      (iii)           Exchanges
        Between Global Note and Non-global Note.  A beneficial interest in a
        Global Note may be exchanged for a Non-global Note only as provided in
        Section 2.06(a)(iii), provided that, if such interest is a beneficial
        interest in the Restricted Global Note, then such interest shall be exchanged
        for a Restricted Non-global Note (subject in each case to
        Section 2.07(c)).  A Restricted Non-global Note may be exchanged
        for a beneficial interest in a Global Note only if such exchange occurs in
        connection with a transfer effected in accordance with Clause (b)(ii)
        above.

       

      (c)           Securities
        Act Legends.  All Additional Notes issued pursuant to this Indenture,
        and all Successor Notes therefor, shall bear the Restricted Notes Legend,
        subject to the following:

       

      (i)           subject
        to the following Clauses of this Section 2.07(c), a Note or any portion
        thereof which is exchanged, upon transfer or otherwise, for a Global Note
        or any
        portion thereof shall bear the Restricted Notes Legend borne by such Global
        Note
        for which the Note was exchanged;

       

      (ii)           subject
        to the following Clauses of this Section 2.07(c), a new Note which is not a
        Global Note and is issued in exchange for another Note (including a Global
        Note)
        or any portion thereof, upon transfer or otherwise, shall bear the Restricted
        Notes Legend borne by the Note for which the new Note was
        exchanged;

       

      (iii)           the
        Initial Notes and any Additional Notes which are sold or otherwise disposed
        of
        pursuant to an effective registration statement under the Securities Act,
        together with their Successor Notes shall not bear a Restricted Notes Legend;
        the Company shall inform the Trustee in writing of the effective date of
        any
        such registration statement registering Additional Notes under the Securities
        Act and shall notify the Trustee at any time when prospectuses must be delivered
        with respect to Additional Notes to be sold pursuant to such registration
        statement.  The Trustee shall not be liable for any action taken or
        omitted to be taken by it in good faith in accordance with the aforementioned
        registration statement;

       

      (iv)           at
        any time after the Notes may be freely transferred without registration under
        the Securities Act or without being subject to transfer restrictions pursuant
        to
        the Securities Act, a new Note which does not bear a Restricted Notes Legend
        may
        be issued in exchange for or in lieu of a Note (other than a Global Note)
        or any
        portion thereof which bears such a legend if the Trustee has received an
        Unrestricted Notes Certificate, satisfactory to the Trustee and duly executed
        by
        the Holder of such Note bearing a Restricted Notes Legend or its attorney
        duly


       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

         

        authorized
          in writing, and after such date and receipt of such certificate, the Trustee
          shall authenticate and deliver such new Note in exchange for or in lieu
          of such
          other Note as provided in this Article 2;

      

       

      (v)           a
        new Note which does not bear a Restricted Notes Legend may be issued in exchange
        for or in lieu of a Note or any portion thereof which bears such a legend
        if, in
        the Company’s judgment, placing such a legend upon such new Note is not
        necessary to ensure compliance with the registration requirements of the
        Securities Act, and the Trustee, at the direction of the Company, shall
        authenticate and deliver such a new Note as provided in this Article 2;
        and

       

      (vi)           notwithstanding
        the foregoing provisions of this Section 2.07(c), a Successor Note of a
        Note that does not bear a Restricted Notes Legend shall not bear such legend
        unless the Company has reasonable cause to believe that such Successor Note
        is a
“restricted security” within the meaning of Rule 144, in which case the Trustee,
        at the direction of the Company, shall authenticate and deliver a new Note
        bearing a Restricted Notes Legend in exchange for such Successor Note as
        provided in this Article 2.

       

      (d)           Any
        stock certificate representing shares of Common Stock issued upon conversion
        of
        Notes bearing the Restricted Notes Legend shall bear a legend substantially
        in
        the form of the Restricted Notes Legend borne by such Notes, to the extent
        required by this Indenture, unless such shares of Common Stock have 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(k) of the Securities Act, or unless
        otherwise agreed by the Company in writing with written notice thereof to
        the
        transfer agent for the Common Stock.  With respect to the transfer of
        shares of Common Stock issued upon conversion of Notes that are restricted
        hereunder, any deliveries of certificates, legal opinions or other instruments
        that would be required to be made to the Registrar in the case of a transfer
        of
        Notes, as described above, shall instead be made to the transfer agent for
        the
        Common Stock.  Any stock certificate representing shares of Common
        Stock issued upon conversion of Notes not bearing the Restricted Notes Legend
        shall not bear a legend in the form of the Restricted Notes Legend, unless
        the
        Company has reasonable cause to believe that such Common Stock is a “restricted
        security” within the meaning of Rule 144, in which case such stock certificate
        shall bear a legend substantially in the form of the Restricted Notes
        Legend.

       

      (e)           Neither
        the Trustee, the Paying Agent nor any of their agents shall (i) have any
        duty to
        monitor compliance with or with respect to any federal or state or other
        securities or tax laws or (ii) have any duty to obtain documentation on any
        transfers or exchanges other than as specifically required
        hereunder.

       

      Section
        2.08  Replacement
        Notes.

       

      If
        any
        mutilated Note is surrendered to the Trustee or the Company and the Trustee
        receives evidence to its satisfaction of the destruction, loss or theft of
        any
        Note, the Company shall issue and the Trustee, upon receipt of an Authentication
        Order, shall authenticate a replacement Note if the Trustee’s requirements are
        met.  If required by the Trustee or the Company, an indemnity bond
        must be supplied by the Holder that is sufficient in the judgment of


       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

         

        the
          Trustee and the Company to protect the Company, the Trustee, any Agent
          and any
          authenticating agent from any loss that any of them may suffer if a Note
          is
          replaced.  The Company and the Trustee may charge for their expenses
          in replacing a Note.  Every replacement Note is an additional legally
          binding obligation of the Company and shall be entitled to all of the benefits
          of this Indenture equally and proportionately with all other Notes duly
          issued
          hereunder.

      

       

      Section
        2.09  Outstanding
        Notes.

       

      The
        Notes
        outstanding at any time are all the Notes authenticated by the Trustee except
        for those canceled by it, those delivered to it for cancellation, those
        reductions in the interest in a Global Note effected by the Trustee in
        accordance with the provisions of this Indenture, and those described in
        this
        Section as not outstanding.  Except as set forth in Section 2.10,
        a Note does not cease to be outstanding because either of the Company or
        an
        Affiliate of the Company holds the Note.

       

      If
        a Note
        is replaced pursuant to Section 2.08, it ceases to be outstanding unless
        the Trustee receives proof satisfactory to it that the replaced Note is held
        by
        a bona fide purchaser.

       

      If
        the
        Principal Amount of any Note is considered paid under Section 4.01, it
        ceases to be outstanding and interest on it ceases to accrue.

       

      If
        the
        Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
        thereof) holds, on a Redemption Date, Fundamental Change Repurchase Date,
        Five
        Year Repurchase Date or maturity date, money sufficient to pay Notes payable
        on
        that date, then on and after that date such Notes shall be deemed to be no
        longer outstanding and shall cease to accrue interest.

       

      If
        a Note
        is converted into Common Stock pursuant to Article 10, it ceases to be
        outstanding and interest on it ceases to accrue on the day of surrender of
        such
        Note or conversion.

       

      Section
        2.10  Treasury
        Notes.

       

      In
        determining whether the Holders of the required Principal Amount of Notes
        have
        concurred in any direction, waiver or consent, or whether the Holders of
        the
        requisite Principal Amount of outstanding Notes are present at a meeting
        of
        Holders of Notes for quorum purposes, Notes owned by the Company, or by any
        Person directly or indirectly controlling or controlled by or under direct
        or
        indirect common control with the Company, shall be considered as though not
        outstanding, except that for the purposes of determining whether the Trustee
        shall be protected in relying on any such direction, waiver or consent, or
        any
        such determination as to the presence of a quorum, only Notes that a Responsible
        Officer of the Trustee knows are so owned shall be so disregarded.

       

      Section
        2.11  Temporary
        Notes.

       

      Until
        certificates representing Notes are ready for delivery, the Company may prepare
        and the Trustee, upon receipt of an Authentication Order, shall authenticate
        temporary Notes.  Temporary Notes shall be substantially in the form
        of certificated Notes but may have variations that the Company considers
        appropriate for temporary Notes and as shall be reasonably 

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

         

        acceptable
          to the Trustee.  Without unreasonable delay, the Company shall prepare
          and the Trustee shall authenticate definitive Notes in exchange for temporary
          Notes.

      

       

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

       

      Section
        2.12  Cancellation.

       

      The
        Company at any time may deliver Notes to the Trustee for
        cancellation.  The Registrar, Conversion Agent and Paying Agent shall
        forward to the Trustee any Notes surrendered to them for registration of
        transfer, exchange, conversion or payment.  The Trustee and no one
        else shall cancel all Notes surrendered for registration of transfer, exchange,
        conversion, payment, replacement or cancellation and shall dispose of such
        canceled Notes in its customary manner.  The Company may not issue new
        Notes to replace Notes that they have paid or that have been delivered to
        the
        Trustee for cancellation.

       

      Section
        2.13  Defaulted
        Interest.

       

      If
        the
        Company defaults in a payment of interest on the Notes, it shall pay the
        defaulted interest in any lawful manner plus, to the extent lawful, interest
        payable on the defaulted interest, to the Persons who are Holders on a
        subsequent special record date, in each case at the rate provided in the
        Notes
        and in Section 4.01.  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.  The Company shall fix or cause to
        be fixed each such special record date and payment date; provided that no
        such
        special record date shall be less than 10 days prior to the related payment
        date
        for such defaulted interest.  At least 15 days before the special
        record date, the Company (or, upon the written request of the Company, the
        Trustee in the name and at the expense of the Company) shall mail or cause
        to be
        mailed to Holders a notice that states the special record date, the related
        payment date and the amount of such interest to be paid.

       

      Section
        2.14  Computation
        of Interest.

       

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

       

      Section
        2.15  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 Holders; provided that any such notice may state that no
        representation is made as to the correctness of such numbers either as printed
        in 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.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        3

       

      REDEMPTION
        AND PREPAYMENT

       

      Section
        3.01  Notices
        to Trustee.

       

      If
        the
        Company elects to redeem Notes pursuant to the optional redemption provisions
        of
        Section 3.07, it shall furnish to the Trustee, at least 15 days prior to
        the giving of the notice and at least 30 days but not more than 60 days before
        a
        Redemption Date, an Officers’ Certificate setting forth (i) the Redemption Date,
        (ii) the Principal Amount of Notes to be redeemed, (iii) whether the Company
        will deliver shares of Common Stock, or cash in lieu thereof, upon conversion
        of
        Notes called for redemption, (v) if the Company elects to deliver cash upon
        any
        such conversion, the percentage of the Conversion Rate with respect to which
        the
        Company will pay cash and (vi) whether the Company will deliver cash or shares
        of Common Stock with respect to any Redemption Make Whole Amount owed upon
        conversion.

       

      Section
        3.02  Selection
        of Notes to Be Redeemed.

       

      If
        less
        than all of the Notes are to be redeemed at any time, the Trustee shall select
        the Notes to be redeemed among the Holders of the Notes on a pro rata basis,
        by
        lot or in accordance with any other method the Trustee considers fair and
        appropriate.  In the event of partial redemption by lot, the
        particular Notes to be redeemed shall be selected, unless otherwise provided
        herein, not less than 30 nor more than 60 days prior to the Redemption Date
        by
        the Trustee from the outstanding Notes not previously called for
        redemption.  If any Note selected for partial redemption is converted
        in part before termination of the conversion right with respect to the portion
        of the Note so selected, the converted portion of such Note shall be deemed
        (so
        far as may be) to be the portion selected for redemption.  Notes which
        have been converted during a selection of Notes to be redeemed may be treated
        by
        the Trustee as outstanding for the purpose of such selection.

       

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

       

      Section
        3.03  Notice
        of Redemption.

       

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

       

      The
        notice shall identify the Notes (including applicable CUSIP numbers) to be
        redeemed and shall state:

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (a)  the
        Redemption Date; 

       

      (b)  the
        Redemption Price; 

       

      (c)  whether
        the Company will deliver shares of Common Stock or cash in lieu thereof upon
        conversion of any Notes called for redemption;

       

      (d)  if
        the
        Company elects to deliver cash upon any such conversion, the percentage of
        the
        Conversion Rate with respect to which the Company will pay cash;

       

      (e)  whether
        the Company will deliver cash or shares of Common Stock with respect to any
        Redemption Make Whole Amount owed upon conversion;

       

      (f)  if
        any
        Note is being redeemed in part, the portion of the Principal Amount of such
        Note
        to be redeemed and that, after the Redemption Date upon surrender of such
        Note,
        a new Note or Notes in Principal Amount equal to the unredeemed portion shall
        be
        issued upon cancellation of the original Note;

       

      (g)  the
        name
        and address of the Paying Agent; 

       

      (h)  that
        Notes called for redemption must be surrendered to the Paying Agent to collect
        the Redemption Price;

       

      (i)  that,
        unless the Company defaults in making such redemption payment, interest on
        Notes
        called for redemption ceases to accrue on and after the Redemption
        Date;

       

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

       

      (k)  the
        Conversion Rate, that there is a right to convert the Notes to be redeemed,
        the
        date on which the right to convert the Notes to be redeemed will terminate
        (which shall be the Business Day immediately preceding the Redemption Date)
        and
        the places where Notes may be surrendered for conversion or the procedures
        for
        surrendering Notes.

       

      At
        the
        Company’s request, the Trustee shall give the notice of redemption in the
        Company’s name and at its expense; provided, however, that the Company shall
        have delivered to the Trustee, at least 45 days prior to the Redemption Date,
        an
        Officers’ Certificate requesting that the Trustee give such notice and setting
        forth the information to be stated in such notice as provided in the preceding
        paragraph.

       

      Section
        3.04  Effect
        of Notice of Redemption.

       

      Once
        notice of redemption is mailed in accordance with Section 3.03, Notes
        called for redemption become irrevocably due and payable on the Redemption
        Date
        at the Redemption Price.  A notice of redemption may not be
        conditional.

       

      
        
          
          

        

        
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      Section
        3.05  Deposit
        of Redemption Price.

       

      At
        or
        prior to 10:00 a.m., New York City time, on the Redemption Date, the Company
        shall deposit with the Trustee or with the Paying Agent money sufficient
        to pay
        the Redemption Price of all Notes to be redeemed on that date.  The
        Trustee or the Paying Agent shall promptly return to the Company any money
        deposited with the Trustee or the Paying Agent by the Company in excess of
        the
        amounts, including but not limited to any amounts in respect of Notes that
        are
        converted (subject to Section 10.02), necessary to pay the Redemption Price
        of all Notes to be redeemed.  If the Company complies with the
        provisions of the first sentence of this Section 3.05, on and after the
        Redemption Date interest shall cease to accrue on the Notes or the portions
        of
        Notes called for redemption.  If any Note called for redemption shall
        not be so paid upon surrender for redemption because of the failure of the
        Company to comply with this paragraph, interest shall be paid on the unpaid
        Principal Amount from the Redemption Date and such Note shall remain convertible
        until such Principal Amount is paid, and to the extent lawful on any interest
        not paid on such unpaid Principal Amount, in each case at the rate provided
        in
        the Notes and in Section 4.01.

       

      Section
        3.06  Notes
        Redeemed in Part.

       

      Upon
        surrender of a Note that is redeemed in part, the Company shall issue and,
        upon
        the Company’s written request, the Trustee shall authenticate for the Holder at
        the expense of the Company a new Note equal in Principal Amount to the
        unredeemed portion of the Note surrendered.

       

      Section
        3.07  Optional
        Redemption.

       

      (a)  Prior
        to
        October 1, 2010, the Company may redeem the Notes, in whole or in part, upon
        not
        less than 30 nor more than 60 days’ notice, for cash at a price (the
“Redemption Price”) equal to 100% of the Principal Amount of
        such Notes plus accrued and unpaid interest, if any, on such Notes to, but
        excluding, the Redemption Date, but only if the Sale Price of the Common Stock
        has exceeded, for at least 20 Trading Days in any consecutive 30 Trading
        Day
        period ending on the date the Company gives such notice, 180% of the Conversion
        Price on each such Trading Day.  Commencing on, and including, October
        1, 2010 until, but excluding, October 1, 2012, the Company may redeem the
        Notes,
        in whole or in part, upon not less than 30 nor more than 60 days’ notice, for
        cash at the Redemption Price , but only if the Sale Price of the Common Stock
        has exceeded, for at least 20 Trading Days in any consecutive 30 Trading
        Day
        period ending on the date the Company gives such notice, 150% of the Conversion
        Price on each such Trading Day.  On and after October 1, 2012, the
        Company may redeem the Notes, in whole or in part upon not less than 30 nor
        more
        than 60 days’ notice, for cash at the Redemption
        Price.  Notwithstanding the foregoing, if a Note is redeemed on an
        Interest Payment Date or during the Record Date Period, then any accrued
        and
        unpaid interest shall be paid to the Person in whose name such Note was
        registered at the close of business on the applicable Regular Record Date
        and
        the amount of any such interest to be paid shall be excluded from the Redemption
        Price.

       

      (b)  Any
        redemption pursuant to this Section 3.07 shall be made pursuant to the
        provisions of Section 3.01 through 3.06.

       

      
        
          
          

        

        
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      (c)  No
        Notes
        may be redeemed by the Company pursuant to this Section 3.07 if the
        Principal Amount of the Notes has been accelerated (other than as a result
        of a
        failure to pay the relevant Redemption Price), and such acceleration has
        not
        been rescinded on or prior to the Redemption Date.

       

      Section
        3.08  Mandatory
        Redemption.

       

      Except
        as
        otherwise provided in Article 11, the Company shall not be required to make
        mandatory redemption payments with respect to the Notes.

       

      ARTICLE
        4

       

      COVENANTS

       

      Section
        4.01  Payment
        of Notes.

       

      The
        Company shall pay or cause to be paid the Principal Amount, premium, if any,
        and
        interest on the Notes on the dates and in the manner provided in the
        Notes.  The Principal Amount, premium, if any, and interest shall be
        considered paid on the date due if the Paying Agent, if other than the Company
        or a Subsidiary thereof, holds as of 10:00 a.m. New York City time on the
        due
        date money deposited by the Company in immediately available funds and
        designated for and sufficient to pay the Principal Amount, premium, if any,
        and
        interest then due.

       

      The
        Company shall pay interest (including post-petition interest in any proceeding
        under any Bankruptcy Law) on the overdue Principal Amount at the rate equal
        to
        1% per annum in excess of the then applicable interest rate on the Notes
        to the
        extent lawful; the Company shall pay interest (including post-petition interest
        in any proceeding under any Bankruptcy Law) on overdue installments of interest
        (without regard to any applicable grace period) at the same rate to the extent
        lawful.

       

      Section
        4.02  Maintenance
        of Office or Agency.

       

      The
        Company shall maintain in the Borough of Manhattan, The City of New York,
        an
        office or agency (which may be an office of the Trustee or an affiliate or
        agent
        of the Trustee, Registrar or co-registrar) where Notes may be surrendered
        for
        conversion, redemption, repurchase, registration of transfer or exchange
        and
        where notices and demands to or upon the Company in respect of the Notes
        and
        this Indenture may be served.  The Company shall give prompt written
        notice to the Trustee of the location, and any change in the location, of
        such
        office or agency.  If at any time the Company 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 one or more other 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; provided, however,
        that no such designation or rescission shall in any manner relieve the Company
        of their obligation to maintain an office or agency in the Borough of Manhattan,
        the City of New York for such purposes.  The Company shall give


       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

         

        prompt
          written notice to the Trustee of any such designation or rescission and
          of any
          change in the location of any such other office or agency.

      

       

      The
        Company hereby designates the office of the Trustee located at The Bank of
        New
        York Trust Company, as one such office or agency of the Company in accordance
        with Section 2.03.

       

      Section
        4.03  Reports.

       

      The
        Company shall file with the Trustee and the Commission, and transmit to Holders,
        such information, documents and other reports, and such summaries thereof,
        as
        may be required pursuant to the TIA at the times and in the manner provided
        pursuant to the TIA; 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 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 Officers’ Certificates).

       

      Section
        4.04  Compliance
        Certificate.

       

      (a)  The
        Company shall deliver to the Trustee, within 90 days after the end of each
        fiscal year, an Officers’ Certificate stating that a review of the activities of
        the Company and its Subsidiaries during the preceding fiscal year have been
        made
        under the supervision of the signing Officers with a view to determining
        whether
        the Company has kept, observed, performed and fulfilled its obligations under
        this Indenture, and further stating, as to each such Officer signing such
        certificate, that to the best of his or her knowledge the Company has kept,
        observed, performed and fulfilled each and every covenant contained in this
        Indenture and is not in default in the performance or observance of any of
        the
        terms, provisions and conditions of this Indenture (or, if a Default or Event
        of
        Default shall have occurred, describing all such Defaults or Events of Default
        of which he or she may have knowledge and what action the Company is taking
        or
        proposes to take with respect thereto) and that to the best of his or her
        knowledge no event has occurred and remains in existence by reason of which
        payments on account of the Principal Amount of or interest, if any, on the
        Notes
        is prohibited or if such event has occurred, a description of the event and
        what
        action the Company is taking or proposes to take with respect
        thereto.

       

      (b)  The
        Company shall, so long as any of the Notes are outstanding, deliver to the
        Trustee, within five Business Days of any Officer becoming aware of any Default
        or Event of Default, an Officers’ Certificate specifying such Default or Event
        of Default and what action the Company is taking or proposes to take with
        respect thereto.

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      Section
        4.05  Taxes.

       

      The
        Company shall pay, and shall cause each of its Subsidiaries to pay, prior
        to
        delinquency, all material taxes, assessments, and governmental levies except
        such as are contested in good faith and by appropriate proceedings or where
        the
        failure to effect such payment is not adverse in any material respect to
        the
        Holders of the Notes.

       

      Section
        4.06  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 wherever enacted,
        now
        or at any time hereafter in force, that may affect the covenants or the
        performance of this Indenture; and the Company (to the extent that it may
        lawfully do so) hereby expressly waives all benefit or advantage of any such
        law, and covenants that it shall not, by resort to any such law, hinder,
        delay
        or impede the execution of any power herein granted to the Trustee, but shall
        suffer and permit the execution of every such power as though no such law
        has
        been enacted.

       

      Section
        4.07  Corporate
        Existence.

       

      Subject
        to Article 5, the Company shall do or cause to be done all things necessary
        to
        preserve and keep in full force and effect (i) its corporate existence, and
        the
        corporate, partnership or other existence of each of its Significant
        Subsidiaries, in accordance with the respective organizational documents
        (as the
        same may be amended from time to time) of the Company or any such Significant
        Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
        of the Company and its Significant Subsidiaries; provided, however, that
        the
        Company shall not be required to preserve any such right, license or franchise,
        or the corporate, partnership or other existence of any of its Significant
        Subsidiaries, if the Company shall determine that the preservation thereof
        is no
        longer desirable in the conduct of the business of the Company and its
        Significant Subsidiaries, taken as a whole, and that the loss thereof is
        not
        adverse in any material respect to the Holders of the Notes.

       

      Section
        4.08  Payments
        for Consent.

       

      The
        Company shall not, and shall not permit any of its Subsidiaries to, directly
        or
        indirectly, pay or cause to be paid any consideration to or for the benefit
        of
        any Holder of Notes for or as an inducement to any consent, waiver or amendment
        of any of the terms or provisions of this Indenture or the Notes unless such
        consideration is offered to be paid and is paid to all Holders of the Notes
        that
        consent, waive or agree to amend in the time frame set forth in the solicitation
        documents relating to such consent, waiver or agreement.

       

      Section
        4.09  Registration
        and Listing.

       

      The
        Company (i) will effect all registrations with, and obtain all approvals
        by, all
        governmental authorities that may be necessary under any United States Federal
        or state law (including the Securities Act, the Exchange Act and state
        securities and Blue Sky laws) before the shares of Common Stock issuable
        upon
        conversion of Notes are issued and delivered, and qualified or listed as
        contemplated by clause (ii); and (ii) will qualify the shares of Common Stock
        

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

         

        Stock
          required to be issued and delivered upon conversion of Notes, prior to
          such
          issuance or delivery, for quotation on the Nasdaq Global Market or, if
          the
          Common Stock is not then quoted on the Nasdaq Global Market, on each national
          securities exchange or quotation system on which outstanding Common Stock
          is
          listed or quoted at the time of such delivery (it being understood that
          the
          Company shall not be required to register the Notes and the shares of Common
          Stock under the Securities Act).

      

       

      Section
        4.10  Delivery
        of Certain Information.

       

      At
        any
        time when the Company is not subject to Section 13 or 15(d) of the Exchange
        Act, upon the request of a Holder of a Restricted Note or the holder of shares
        of Common Stock issued upon conversion thereof, the Company shall promptly
        furnish or cause to be furnished Rule 144A Information (as defined below)
        to
        such Holder of Restricted Notes or such holder of shares of Common Stock
        issued
        upon conversion of Restricted Notes, or to a prospective purchaser of any
        such
        security designated by any such Holder or holder, as the case may be, to
        the
        extent required to permit compliance by such Holder or holder with Rule 144A
        under the Securities Act (or any successor provision thereto) in connection
        with
        the resale of any such security; provided, however, that the Company shall
        not
        be required to furnish such information in connection with any request made
        on
        or after the date which is two years from the later of (i) the date such a
        security (or any such predecessor security) was last acquired from the Company
        or (ii) the date such a security (or any such predecessor security) was last
        acquired from an “affiliate” of the Company within the meaning of Rule 144 under
        the Securities Act (or any successor provision
        thereto).  “Rule 144A Information” shall be such
        information as is specified pursuant to Rule 144A(d)(4) under the Securities
        Act
        (or any successor provision thereto).

       

      Section
        4.11  Waiver
        of Certain Covenants.

       

      The
        Company may omit in any particular instance to comply with any covenant or
        condition set forth in Sections 4.05 and 4.07 (other than with respect to
        the
        existence of the Company (subject to Article 5)) (other than a covenant or
        condition which under Article 9 cannot be modified or amended without the
        consent of the Holder of each outstanding Note affected), if before the time
        for
        such compliance the Holders shall either (i) through the written consent
        (or as
        otherwise in accordance with the Applicable Procedures) of the Holders of
        at
        least a majority in aggregate Principal Amount of the Notes then outstanding
        or
        (ii) by the adoption of a resolution, at a meeting of Holders of the outstanding
        Notes at which a quorum is present, by the Holders of at least a majority
        in
        Principal Amount of the outstanding Notes represented at such meeting, either
        waive such compliance in such instance or generally waive compliance with
        such
        covenant or condition, but no such waiver shall extend to or affect such
        covenant or condition except to the extent so expressly waived and, until
        such
        waiver shall become effective, the obligations of the Company and the duties
        of
        the Trustee or any Paying or Conversion Agent in respect of any such covenant
        or
        condition shall remain in full force and effect.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        5

       

      SUCCESSORS

       

      Section
        5.01  Merger,
        Consolidation, or Sale of Assets.

       

      The
        Company may not, directly or indirectly: (1) consolidate or merge with or
        into
        another Person (whether or not the Company is the surviving corporation);
        or (2)
        sell, lease or otherwise transfer in one transaction or a series of related
        transactions the consolidated assets of the Company and its Subsidiaries
        substantially as an entirety to any corporation, limited liability company,
        partnership or trust organized under the laws of the United States or any
        of its
        political subdivisions; unless:

       

      (a)  either:
        (i) the Company is the surviving corporation; or (ii) the Person formed by
        or
        surviving any such consolidation or merger (if other than the Company) or
        to
        which such sale, assignment, transfer, conveyance or other disposition shall
        have been made is a Person organized or existing under the laws of the United
        States, any state thereof or the District of Columbia (provided that if the
        Person formed by or surviving any such consolidation or merger with the Company
        is not a corporation, a corporate co-issuer shall also be an obligor with
        respect to the Notes);

       

      (b)  the
        surviving entity assumes all the obligations of the Company under the Notes
        and
        this Indenture pursuant to agreements reasonably satisfactory to the
        Trustee;

       

      (c)  if
        as a
        result of such transaction the Notes become convertible into common stock
        or
        other securities issued by a third party that is not the successor under
        the
        Notes and this Indenture, such third party fully and unconditionally guarantees
        all obligations of the Company or such successor under the Notes and this
        Indenture;

       

      (d)  at
        the
        time of such transaction, no Default or Event of Default shall have happened
        and
        be continuing; and

       

      (e)  an
        Officer’s Certificate and an Opinion of Counsel, each stating that the
        consolidation, merger or transfer complies with the provisions herein, have
        been
        delivered to the Trustee.

       

      This
        Section 5.01 shall not apply to a sale, lease, assignment, conveyance or
        other transfer of assets between or among (i) the Company and Charter Holdco
        or
        (ii) the Company and any wholly-owned Subsidiary of Charter Holdco.

       

      Section
        5.02  Successor
        Corporation Substituted.

       

      Upon
        any
        consolidation, merger, sale, lease or other transfer of the consolidated
        assets
        of the Company and its Subsidiaries substantially as an entirety in accordance
        with Section 5.01, the successor Person formed by such consolidation or
        into which the Company is merged or to which such transfer is made shall
        succeed
        to and (except in the case of a lease) be substituted for, and may exercise
        every right and power of, the Company under this Indenture with the same
        effect
        as if such successor Person had been named therein as the Company, and (except
        in the 

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

         

        case
          of a
          lease) the Company shall be released from the obligations under the Notes
          and
          this Indenture, except with respect to any obligations that arise from,
          or are
          related to, such transaction.

      

       

      ARTICLE
        6

       

      DEFAULTS
        AND REMEDIES

       

      Section
        6.01  Events
        of Default.

       

      An
“Event
        of Default” occurs if:

       

      (a)  the
        Company defaults in the payment when due of interest on the Notes and such
        default continues for a period of 30 days;

       

      (b)  the
        Company defaults in payment when due, whether at Maturity, on a Redemption
        Date,
        a Fundamental Change Repurchase Date, a Five Year Repurchase Date or otherwise,
        of the Principal Amount of or premium, if any, on the Notes;

       

      (c)  the
        Company fails to give timely notice of (i) the anticipated effective date
        of a
        transaction described in clause (2) of the definition of Change of Control
        pursuant to Section 10.01 or (ii) a Fundamental Change pursuant to
        Section 11.01;

       

      (d)  the
        Company fails to comply with any of its other covenants or agreements in
        this
        Indenture for 30 days after written notice thereof has been given to the
        Company
        by the Trustee or to the Company and the Trustee by Holders of at least 25%
        of
        the aggregate Principal Amount of the Notes then outstanding;

       

      (e)  the
        Company or any of its Significant Subsidiaries fails to make payment under
        any
        mortgage, indenture or instrument under which there may be issued or by which
        there may be secured or evidenced any Indebtedness for money borrowed (or
        the
        payment of which is guaranteed by the Company or any of its Significant
        Subsidiaries) whether such Indebtedness or guarantee now exists or is created
        after the Issue Date, if that default:

       

      (1)           is
        caused by a failure to pay at final stated maturity the principal amount
        on such
        Indebtedness prior to the expiration of the grace period provided in such
        Indebtedness on the date of such default (a “Payment Default”); or

       

      (2)           results
        in the acceleration of such Indebtedness prior to its express maturity, and,
        in
        the case of each of (1) and (2) above, the principal amount of any such
        Indebtedness, together with the principal amount of any other such Indebtedness
        under which there has been a Payment Default or the maturity of which has
        been
        so accelerated, aggregates $100 million or more;

       

      (f)  the
        Company or any of its Significant Subsidiaries pursuant to or within the
        meaning
        of Bankruptcy Law:

       

      (i)           commences
        a voluntary case,

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      (i)           is
        for relief against the Company or any of its Significant Subsidiaries in
        an
        involuntary case;

       

      (ii)           appoints
        a custodian of the Company or any of its Significant Subsidiaries or for
        all or
        substantially all of the property of the Company or any of its Significant
        Subsidiaries; or

       

      (iii)           orders
        the liquidation of the Company or any of its Significant Subsidiaries; and
        the
        order or decree remains unstayed and in effect for 60 consecutive days;
        and

       

      (h)  the
        Company fails to deliver shares of Common Stock, or cash in lieu thereof,
        when
        due upon conversion of any Notes, together with cash in respect of any
        fractional shares and any Redemption Make Whole Amount due pursuant to
        Section 10.08, and such failure continues for ten days.

       

      Section
        6.02  Acceleration.

       

      In
        the
        case of an Event of Default arising from clause (f) or (g) of Section 6.01
        with respect to the Company, all outstanding Notes shall become due and payable
        immediately without further action or notice.  If any other Event of
        Default occurs and is continuing, the Trustee by notice to the Company or
        the
        Holders of at least 25% in aggregate Principal Amount of the then outstanding
        Notes may declare all the Notes to be due and payable at their Principal
        Amount
        together with accrued and unpaid interest, and thereupon the Trustee may,
        at its
        discretion, proceed to protect and enforce the rights of the Holders of Notes
        by
        appropriate judicial proceedings.

       

      Section
        6.03  Defaults
        and Remedies.

       

      If
        an
        Event of Default occurs and is continuing, the Trustee may pursue any available
        remedy to collect the payment of Principal Amount, premium, if any, and interest
        on the Notes or to enforce the performance of any provision of the Notes
        or this
        Indenture.  The Trustee may maintain a proceeding even if it does not
        possess any of the Notes or does not produce any of them in the
        proceeding.  A delay or omission by the Trustee or any Holder of a
        Note in exercising any right or remedy accruing upon an Event of Default
        shall
        not impair the right or remedy or constitute a waiver of or acquiescence
        in the
        Event of Default.  All remedies are cumulative to the extent permitted
        by law.

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      Section
        6.04  Waiver
        of Existing Defaults.

       

      Holders,
        either (i) through the written consent (or as otherwise in accordance with
        the
        Applicable Procedures) of the Holders of at least a majority in aggregate
        Principal Amount of the then outstanding Notes by notice to the Trustee or
        (ii)
        by the adoption of a written resolution, at a meeting of Holders of the
        outstanding Notes at which a quorum is present, by the Holders of at least
        a
        majority in Principal Amount of the outstanding Notes represented at such
        meeting, may on behalf of the Holders of all of the Notes waive an existing
        Default or Event of Default and its consequences hereunder, except (x) a
        continuing Default or Event of Default in the payment of the Principal Amount
        of, premium, if any, or interest on, the Notes (whether at Stated Maturity,
        a
        Redemption Date, a Fundamental Change Repurchase Date, a Five Year Repurchase
        Date or otherwise); (y) in respect of the failure to convert the Notes; or
        (z)
        in respect of a covenant or provision hereof which under Article 9 cannot
        be
        modified or amended without the consent of each Holder of each outstanding
        Note
        affected (provided, however, that the Holders of a majority in aggregate
        Principal Amount of the then outstanding Notes may rescind an acceleration
        and
        its consequences, including any related payment default that resulted from
        such
        acceleration).  Upon any such waiver, such Default shall cease to
        exist, and any Event of Default arising therefrom shall be deemed to have
        been
        cured for every purpose of this Indenture; but no such waiver shall extend
        to
        any subsequent or other Default or impair any right consequent
        thereon.

       

      Section
        6.05  Control
        by Majority.

       

      Holders
        of a majority in aggregate Principal Amount of the then outstanding Notes
        may
        direct the time, method and place of conducting any proceeding for exercising
        any remedy available to the Trustee or exercising any trust or power conferred
        on it.  However, the Trustee may refuse to follow any direction that
        conflicts with law or this Indenture, that the Trustee determines may be
        prejudicial to the rights of other Holders of Notes or that may involve the
        Trustee in personal liability.  The Trustee may take any other action
        which it deems proper that is not inconsistent with any such
        directive.

       

      Section
        6.06  Limitation
        on Suits.

       

      A
        Holder
        of a Note may pursue a remedy with respect to this Indenture or the Notes
        only
        if:

       

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

       

      (b)  the
        Holders of at least 25% in Principal Amount of the then outstanding Notes
        make a
        written request to the Trustee to pursue the remedy;

       

      (c)  such
        Holder of a Note or Holders of Notes offer and, if requested, provide to
        the
        Trustee indemnity satisfactory to the Trustee against any loss, liability
        or
        expense;

       

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

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      (e)  during
        such 60-day period the Holders of a majority in Principal Amount of the then
        outstanding Notes do not give the Trustee a direction inconsistent with the
        request.

       

      A
        Holder
        of a Note may not use this Indenture to prejudice the rights of another Holder
        of a Note or to obtain a preference or priority over another Holder of a
        Note.

       

      Section
        6.07  Rights
        of Holders of Notes to Receive Payment and to Convert.

       

      Notwithstanding
        any other provision of this Indenture, the right of any Holder of a Note
        to
        receive payment of the Principal Amount, premium, if any, and interest on
        the
        Note, on or after the Stated Maturity dates (including in connection with
        a
        redemption and/or an offer to purchase), or to convert such Note in accordance
        with Article 10, or to bring suit for the enforcement of any such payment
        on or
        after such respective dates or of such right to convert, shall be absolute
        and
        unconditional and shall not be impaired or affected without the consent of
        such
        Holder.

       

      Section
        6.08  Collection
        Suit by Trustee.

       

      If
        an
        Event of Default specified in Section 6.01(a) or 6.01(b) occurs and is
        continuing, the Trustee is authorized to recover judgment in its own name
        and as
        trustee of an express trust against the Company for the whole Principal Amount
        of, premium, if any, and interest remaining unpaid on the Notes and interest
        on
        overdue Principal Amount and, to the extent lawful, interest and such further
        amount as shall be sufficient to cover the costs and expenses of collection,
        including the reasonable compensation, expenses, disbursements and advances
        of
        the Trustee, its agents and counsel.

       

      Section
        6.09  Trustee
        May File Proofs of Claim.

       

      The
        Trustee is authorized 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
        (including any claim for the reasonable compensation, expenses, disbursements
        and advances of the Trustee, its agents and counsel) and the Holders of the
        Notes allowed in any judicial proceedings relative to the Company (or any
        other
        obligor upon the Notes), their creditors or their property and shall be entitled
        and empowered to collect, receive and distribute any money or other property
        payable or deliverable on any such claims and any custodian in any such judicial
        proceeding is hereby authorized by each Holder to make such payments to the
        Trustee, and in the event that the Trustee shall consent to the making of
        such
        payments directly to the Holders, to pay to the Trustee any amount due to
        it for
        the reasonable compensation, expenses, disbursements and advances of the
        Trustee, its agents and counsel, and any other amounts due the Trustee under
        Section 7.07.  To the extent that the payment of any such
        compensation, expenses, disbursements and advances of the Trustee, its agents
        and counsel, and any other amounts due the Trustee under Section 7.07 out
        of the estate in any such proceeding, shall be denied for any reason, payment
        of
        the same shall be paid out of, any and all distributions, dividends, money,
        securities and other properties that the Holders may be entitled to receive
        in
        such proceeding whether in liquidation or under any plan of reorganization
        or
        arrangement or otherwise.  Nothing herein contained shall be deemed to
        authorize the Trustee to authorize or consent to or accept or adopt on behalf
        of
        any Holder any plan of reorganization, arrangement, adjustment or composition
        affecting the Notes 

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

         

        or
          the
          rights of any Holder, or to authorize the Trustee to vote in respect of
          the
          claim of any Holder in any such proceeding.

      

       

      Section
        6.10  Priorities.

       

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

       

      First:
        to
        the Trustee, its agents and attorneys for amounts due under Section 7.07,
        including payment of all compensation, expense and liabilities incurred,
        and all
        advances made, by the Trustee and the costs and expenses of
        collection;

       

      Second:
        to Holders of Notes for amounts due and unpaid on the Notes for Principal
        Amount, premium, if any, and interest, ratably, without preference or priority
        of any kind, according to the amounts due and payable on the Notes for Principal
        Amount, premium, if any and interest, respectively; and

       

      Third:
        to
        the Company or to such party as a court of competent jurisdiction shall
        direct.  The Trustee may fix a record date and payment date for any
        payment to Holders of Notes pursuant to this Section 6.10.

       

      Section
        6.11  Undertaking
        for Costs.

       

      In
        any
        suit for the enforcement of any right or remedy under this Indenture or in
        any
        suit against the Trustee for any action taken or omitted by it as a Trustee,
        a
        court in its discretion may require the filing by any party litigant in the
        suit
        of an undertaking to pay the costs of the suit, and the court in its discretion
        may assess reasonable costs, including reasonable attorneys’ fees and expenses,
        against any party litigant in the suit, having due regard to the merits and
        good
        faith of the claims or defenses made by the party litigant.  This
        Section does not apply to a suit by the Trustee, a suit by a Holder of a
        Note
        pursuant to Section 6.07, or a suit by Holders of more than 10% in
        Principal Amount of the then outstanding Notes.

       

      ARTICLE
        7

       

      TRUSTEE

       

      Section
        7.01  Duties
        of Trustee.

       

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

       

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

       

      (i)           the
        duties of the Trustee shall be determined solely by the express provisions
        of
        this Indenture and the Trustee need perform only those duties that are
        specifically 

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

         

        set
          forth
          in this Indenture and no others, and no implied covenants or obligations
          shall
          be read into this Indenture against the Trustee; and

      

       

      (ii)           in
        the absence of bad faith on its part, the Trustee may conclusively rely,
        as to
        the truth of the statements and the correctness of the opinions expressed
        therein, upon certificates or opinions required to be furnished to the Trustee
        hereunder and conforming to the requirements of this
        Indenture.  However, the Trustee shall examine the certificates and
        opinions to determine whether or not they conform to the requirements of
        this
        Indenture (but need not confirm or investigate the accuracy of any mathematical
        calculations or other facts stated therein).

       

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

       

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

       

      (ii)           the
        Trustee shall not be liable for any error of judgment made in good faith
        by a
        Responsible Officer, unless it is proved that the Trustee was grossly negligent
        in ascertaining the pertinent facts; and

       

      (iii)           the
        Trustee shall not be liable with respect to any action it takes or omits
        to take
        in good faith in accordance with a direction received by it pursuant to
        Section 6.05.

       

      (d)  Whether
        or not therein expressly so provided, every provision of this Indenture that
        in
        any way relates to the Trustee is subject to paragraphs (a), (b), and (c)
        of
        this Section 7.01.

       

      (e)  No
        provision of this Indenture shall require the Trustee to expend or risk its
        own
        funds or incur any liability.  The Trustee shall be under no
        obligation to exercise any of its rights and powers under this Indenture
        at the
        request of any Holders, unless such Holder shall have offered to the Trustee
        security and indemnity satisfactory to it against any loss, liability, claim,
        damage or expense.

       

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

       

      (g)  The
        Trustee shall not be bound to make any investigation into the facts or matters
        stated in any resolution, certificate, statement, instrument, opinion, report,
        notice, request, direction, consent, order, bond, debenture or other paper
        or
        documents.

       

      Section
        7.02  Rights
        of Trustee.

       

      (a)  The
        Trustee may conclusively rely upon any document (whether in its original
        or
        facsimile form) believed by it to be genuine and to have been signed or
        presented by the proper Person.  The Trustee need not investigate any
        fact or matter stated in the document.

       

      (b)  Before
        the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both.  The Trustee shall not
        be liable for any action it takes or omits 

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

         

        to
          take
          in good faith in reliance on such Officers’ Certificate or Opinion of
          Counsel.  The Trustee may consult with counsel of its own selection
          and the advice or opinion of such counsel shall be full and complete
          authorization and protection from liability in respect of any action taken,
          suffered or omitted by it hereunder in good faith and in reliance
          thereon.

      

       

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

       

      (d)  The
        Trustee shall not be liable for any action it takes or omits to take in good
        faith that it believes to be authorized or within the rights or powers conferred
        upon it by this Indenture.

       

      (e)  Unless
        otherwise specifically provided in this Indenture, any demand, request,
        direction or notice from the Company shall be sufficient if signed by an
        Officer
        of the Company.

       

      (f)  Subject
        to the duty of the Trustee during an Event of Default to act with the required
        standard of care, the Trustee shall be under no obligation to exercise any
        of
        the rights or powers vested in it by this Indenture at the request or direction
        of any of the Holders unless such Holders shall have offered to the Trustee
        reasonable security or indemnity satisfactory to it against the costs, expenses
        and liabilities that might be incurred by it in compliance with such request
        or
        direction.

       

      (g)  The
        Trustee shall not be charged with knowledge of any Default or Event of Default
        unless either (i) a Responsible Officer of the Trustee shall have actual
        knowledge of such Default or Event of Default or (ii) written notice of such
        Default or Event of Default shall have been given to and received by a
        Responsible Officer of the Trustee by the Company or any Holder and such
        notice
        refers to the Notes and this Indenture.

       

      (h)  In
        no
        event shall the Trustee be responsible or liable for special, indirect, or
        consequential loss or damage of any kind whatsoever (including, but not limited
        to, loss of profit) irrespective of whether the Trustee has been advised
        of the
        likelihood of such loss or damage and regardless of the form of
        action.

       

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

       

      Section
        7.03  Individual
        Rights of Trustee.

       

      The
        Trustee in its individual or any other capacity may become the owner or pledgee
        of Notes and may otherwise deal with the Company or any Affiliate of the
        Company
        with the same rights it would have if it were not Trustee.  However,
        in the event that the Trustee acquires any conflicting interest it must
        eliminate such conflict within 90 days, apply to the Commission for permission
        to continue as trustee or resign.  Any Agent may do the same with like
        rights and duties.  The Trustee is also subject to Sections
        Section 7.10 and 7.11.

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      Section
        7.04  Trustee’s
        Disclaimer.

       

      The
        Trustee shall not be responsible for and makes no representation as to the
        validity or adequacy of this Indenture or the Notes, it shall not be accountable
        for the Company’s use of the proceeds from the Notes or any money paid to the
        Company or upon the Company’s direction under any provision of this Indenture,
        it shall not be responsible for the use or application of any money received
        by
        any Paying Agent other than the Trustee, and it shall not be responsible
        for any
        statement or recital herein or any statement in the Notes or any other document
        in connection with the sale of the Notes or pursuant to this Indenture other
        than its certificate of authentication.

       

      Section
        7.05  Notice
        of Defaults.

       

      If
        a
        Default or Event of Default occurs and is continuing and if it is known to
        a
        Responsible Officer of the Trustee, the Trustee shall mail to Holders of
        Notes a
        notice of the Default or Event of Default within 90 days after the Trustee
        acquires knowledge thereof.  Except in the case of a Default or Event
        of Default in payment of Principal Amount of, premium, if any, or interest
        on
        any Note or in the payment of any obligation in connection with conversion,
        redemption or repurchase, the Trustee may withhold the notice if and so long
        as
        it, in good faith, determines that withholding the notice is in the interests
        of
        the Holders of the Notes.

       

      Section
        7.06  Reports
        by Trustee to Holders of the Notes.

       

      Within
        60
        days after each May 15 beginning with the May 15 following the date of this
        Indenture, and for so long as Notes remain outstanding, the Trustee shall
        mail
        to the Holders of the Notes a brief report dated as of such reporting date
        that
        complies with TIA ss. 313(a) (but if no event described in TIA
        ss. 313(a) has occurred within the twelve months preceding the reporting
        date, no report need be transmitted).  The Trustee also shall comply
        with TIA ss. 313(b)(2).  The Trustee shall also transmit by mail
        all reports as required by TIA ss. 313(c).

       

      A
        copy of
        each report at the time of its mailing to the Holders of Notes shall be mailed
        to the Company and filed with the Commission and each stock exchange on which
        the Notes are listed in accordance with TIA ss. 313(d).  The
        Company shall promptly notify the Trustee when the Notes are listed on any
        stock
        exchange or delisted therefrom.

       

      Section
        7.07  Compensation
        and Indemnity.

       

      The
        Company shall pay to the Trustee from time to time compensation for its
        acceptance of this Indenture and services hereunder as separately agreed
        in
        writing.  The Trustee’s compensation shall not be limited by any law
        on compensation of a trustee of an express trust.  The Company shall
        reimburse the Trustee promptly upon request for all reasonable disbursements,
        advances and expenses incurred or made by it in addition to the compensation
        for
        its services.  Such expenses shall include the reasonable
        compensation, disbursements and expenses of the Trustee’s agents and
        counsel.

       

      The
        Company shall fully indemnify the Trustee against any and all losses,
        liabilities, claims, damages or expenses (including reasonable legal fees
        and
        expenses) incurred by it arising out of or in connection with the acceptance
        or
        administration of its duties under this Indenture, including the costs and
        expenses of enforcing this Indenture against the Company (including this
        

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

         

        Section 7.07)
          and defending itself against any claim (whether asserted by the Company
          or any
          Holder or any other person) or liability in connection with the exercise
          or
          performance of any of its powers or duties hereunder, except to the extent
          any
          such loss, liability or expense shall be determined to have been caused
          by its
          own gross negligence or willful misconduct.  The Trustee shall notify
          the Company promptly of any claim for which it may seek
          indemnity.  Failure by the Trustee to so notify the Company shall not
          relieve the Company of its obligations hereunder.  The Company shall
          defend the claim and the Trustee shall cooperate in the defense.  The
          Trustee may have separate counsel and the Company shall pay the reasonable
          fees
          and expenses of such counsel.  The Company need not pay for any
          settlement made without their consent, which consent shall not be unreasonably
          withheld.

      

       

      The
        obligations of the Company in this Section 7.07 shall survive resignation
        or removal of the Trustee and the satisfaction and discharge of this
        Indenture.

       

      The
        Trustee shall have a lien prior to the Securities as to all property and
        funds
        held by it hereunder for any amount owing it or any predecessor Trustee pursuant
        to this Section 7.07, except with respect to funds held in trust for the
        benefit
        of the Holders of particular Securities.

       

      When
        the
        Trustee incurs expenses or renders services after an Event of Default specified
        in Section 6.01(f) or (g) occurs, the expenses and the compensation for the
        services (including the fees and expenses of its agents and counsel) are
        intended to constitute expenses of administration under any Bankruptcy
        Law.

       

      The
        Trustee shall comply with the provisions of TIA ss. 313(b)(2) to the extent
        applicable.

       

      Section
        7.08  Replacement
        of Trustee.

       

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

       

      The
        Trustee may resign in writing at any time and be discharged from the trust
        hereby created by so notifying the Company.  The Holders of a majority
        in Principal Amount of the then outstanding Notes may remove the Trustee
        by so
        notifying the Trustee and the Company in writing.  The Company may
        remove the Trustee if:

       

      (a)  the
        Trustee fails to comply with Section 7.10;

       

      (b)  the
        Trustee is adjudged a bankrupt or an insolvent or an order for relief is
        entered
        with respect to the Trustee under any Bankruptcy Law;

       

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

       

      (d)  the
        Trustee becomes incapable of acting.

       

      If
        the
        Trustee resigns or is removed or if a vacancy exists in the office of Trustee
        for any reason, the Company shall promptly appoint a successor
        Trustee.  Within one year after the 

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

         

        successor
          Trustee takes office, the Holders of a majority in Principal Amount of
          the then
          outstanding Notes may appoint a successor Trustee to replace the successor
          Trustee appointed by the Company.

      

       

      If
        a
        successor Trustee does not take office within 60 days after the retiring
        Trustee
        resigns or is removed, the retiring Trustee, the Company, or the Holders
        of at
        least 10% in Principal Amount of the then outstanding Notes may petition
        at the
        expense of the Company any court of competent jurisdiction for the appointment
        of a successor Trustee.

       

      If
        the
        Trustee, after written request by any Holder who has been a Holder for at
        least
        six months, fails to comply with Section 7.10, such Holder may petition any
        court of competent jurisdiction for the removal of the Trustee and the
        appointment of a successor Trustee.

       

      A
        successor Trustee shall deliver a written acceptance of its appointment to
        the
        retiring Trustee and to the Company.  Thereupon, the resignation or
        removal of the retiring Trustee shall become effective, and the successor
        Trustee shall have all the rights, powers and duties of the Trustee under
        this
        Indenture.  The successor Trustee shall mail a notice of its
        succession to Holders property held by it as Trustee to the successor Trustee;
        provided all sums owing to the Trustee hereunder have been paid as provided
        for
        in Section 7.07.  Notwithstanding replacement of the Trustee
        pursuant to this Section 7.08, the Company’s obligations under
        Section 7.07 shall continue for the benefit of the retiring
        Trustee.

       

      Section
        7.09  Successor
        Trustee By Merger, etc.

       

      If
        the
        Trustee consolidates, merges or converts into, or transfers all or substantially
        all of its corporate trust business to, another corporation, the successor
        corporation without any further act shall be the successor Trustee.

       

      Section
        7.10  Eligibility;
        Disqualification.

       

      There
        shall at all times be a Trustee hereunder that is a corporation organized
        and
        doing business under the laws of the United States of America or of any state
        thereof that is authorized under such laws to exercise corporate trustee
        power,
        that is subject to supervision or examination by federal or state authorities
        and that has a combined capital and surplus of at least $50 million as set
        forth
        in its most recent published annual report of condition.  This
        Indenture shall always have a Trustee who satisfies the requirements of TIA
        ss. 310(a)(1), (2) and (5).  The Trustee is subject to TIA
        ss. 310(b).

       

      Section
        7.11  Preferential
        Collection of Claims Against the Company.

       

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

       

      
        
          
          

        

        
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      ARTICLE
        8

      \

      MEETINGS
        OF HOLDERS OF NOTES

       

      Section
        8.01  Purposes
        for Which Meetings May be Called.

       

      A
        meeting
        of Holders of Notes may be called at any time and from time to time pursuant
        to
        this Article to make, give or take any request, demand, authorization,
        direction, notice, consent, waiver or other action provided by this Indenture
        to
        be made, given or taken by Holders of Notes.

       

      Section
        8.02  Call,
        Notice and Place of Meetings.

       

      (a)  The
        Trustee may at any time call a meeting of Holders of Notes for any purpose
        specified in Section 8.01, to be held at such time and at such place in the
        Borough of Manhattan, The City of New York, as the Trustee shall
        determine.  Notice of every meeting of Holders of Notes, setting forth
        the time and the place of such meeting and in general terms the action proposed
        to be taken at such meeting, shall be given, in the manner provided in
        Section 12.02, not less than 21 nor more than 180 days prior to the date
        fixed for the meeting.

       

      (b)  In
        case
        at any time the Company, pursuant to a Board Resolution, or the Holders of
        at
        least 10% in Principal Amount of the outstanding Notes shall have requested
        the
        Trustee to call a meeting of the Holders of Notes for any purpose specified
        in
        Section 8.01, 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 21 days after receipt of such request
        or shall not thereafter proceed to cause the meeting to be held as provided
        herein, then the Company or the Holders of Notes in the amount specified,
        as the
        case may be, may determine the time and the place in the Borough of Manhattan,
        The City of New York, for such meeting and may call such meeting for such
        purposes by giving notice thereof as provided in paragraph (a) of this
        Section.

       

      Section
        8.03  Persons
        Entitled to Vote at Meetings.

       

      To
        be
        entitled to vote at any meeting of Holders of Notes, a Person shall be (i)
        a
        Holder of one or more outstanding Notes, or (ii) a Person appointed by an
        instrument in writing as proxy for a Holder or Holders of one or more
        outstanding Notes by such Holder or Holders.  The only Persons who
        shall be entitled to be present or to speak at any meeting of Holders shall
        be
        the Persons entitled to vote at such meeting and their counsel, any
        representatives of the Trustee and its counsel and any representatives of
        the
        Company and its counsel.  In determining Holders entitled to vote at
        any meeting of Holders of Notes, Notes owned by the Company, or by any Person
        directly or indirectly controlling or controlled by or under direct or indirect
        common control with the Company, shall be considered as though not
        outstanding.

       

      Section
        8.04  Quorum;
        Action.

       

      The
        Persons entitled to vote a majority in aggregate Principal Amount of the
        outstanding Notes shall constitute a quorum.  In the absence of a
        quorum within 30 minutes of the time appointed for any such meeting, the
        meeting
        shall, if convened at the request of Holders of 

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

         

        Notes,
          be
          dissolved.  In any other case, the meeting may be adjourned for a
          period of not less than 10 days as determined by the chairman of the meeting
          prior to the adjournment of such meeting.  In the absence of a quorum
          at any such adjourned meeting, such adjourned meeting may be further adjourned
          for a period not less than 10 days as determined by the chairman of the
          meeting
          prior to the adjournment of such adjourned meeting (subject to repeated
          applications of this sentence).  Notice of the reconvening of any
          adjourned meeting shall be given as provided in Section 8.02(a), except
          that such notice need be given only once not less than five days prior
          to the
          date on which the meeting is scheduled to be reconvened.  Notice of
          the reconvening of an adjourned meeting shall state expressly the percentage
          of
          the aggregate Principal Amount of the outstanding Notes which shall constitute
          a
          quorum.

      

       

      Subject
        to the foregoing, at the reconvening of any meeting adjourned for a lack
        of a
        quorum, the Persons entitled to vote 25% in aggregate Principal Amount of
        the
        outstanding Notes at the time shall constitute a quorum for the taking of
        any
        action set forth in the notice of the original meeting.

       

      At
        a
        meeting or an adjourned meeting duly reconvened and at which a quorum is
        present
        as aforesaid, any resolution and all matters (other than a covenant or condition
        which under Section 9.02 cannot be modified or amended without the consent
        of the Holder of each outstanding Note affected) shall be effectively passed
        and
        decided if passed or decided by the lesser of (i) the Holders of not less
        than a
        majority in aggregate Principal Amount of outstanding Notes and (ii) the
        Persons
        entitled to vote not less than 66-2/3% in aggregate Principal Amount of
        outstanding Notes represented and entitled to vote at such meeting.

       

      Any
        resolution passed or decisions taken at any meeting of Holders of Notes duly
        held in accordance with this Section shall be binding on all the Holders of
        Notes whether or not present or represented at the meeting.  The
        Trustee shall, in the name and at the expense of the Company, notify all
        the
        Holders of Notes of any such resolutions or decisions pursuant to
        Section 12.02.

       

      Section 2.09
        shall determine which Notes are considered to be “outstanding” for purposes of
        this Section 8.04.

       

      Section
        8.05  Determination
        of Voting Rights; Conduct and Adjournment of Meetings.

       

      (a)  Notwithstanding
        any other provisions of this Indenture, the Trustee may make such reasonable
        regulations as it may deem advisable for any meeting of Holders of Notes
        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
        deem
        appropriate.

       

      (b)  The
        Trustee shall, by an instrument in writing, appoint a temporary chairman
        (which
        may be the Trustee) of the meeting, unless the meeting shall have been called
        by
        the Company or by Holders of Notes as provided in Section 8.02(b), in which
        case the Company or the Holders of Notes 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


       

      
        
          
          

        

        
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        vote
          of
          the Persons entitled to vote a majority in aggregate Principal Amount of
          the
          outstanding Notes represented at the meeting.

      

       

      (c)  At
        any
        meeting, each Holder of a Note or proxy shall be entitled to one vote for
        each
        U.S. $1,000 Principal Amount of Notes held or represented by him; provided,
        however, 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, except as a Holder of a Note or proxy.

       

      (d)  Any
        meeting of Holders of Notes duly called pursuant to Section 8.02 at which a
        quorum is present may be adjourned from time to time by Persons entitled
        to vote
        a majority in aggregate Principal Amount of the outstanding Notes represented
        at
        the meeting, and the meeting may be held as so adjourned without further
        notice.

       

      Section
        8.06  Counting
        Votes and Recording Action of Meetings.

       

      The
        vote
        upon any resolution submitted to any meeting of Holders of Notes shall be
        by
        written ballots on which shall be subscribed the signatures of the Holders
        of
        Notes or of their representatives by proxy and the Principal Amounts and
        certificate numbers of the outstanding 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, at least in duplicate, of the proceedings of each
        meeting of Holders of Notes 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 given as provided in
        Section 8.02 and, if applicable, Section 8.04.  Each copy
        shall be signed and verified by the affidavits of the permanent chairman
        and
        secretary of the meeting and one such copy shall be delivered to the Company
        and
        another 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.

       

      ARTICLE
        9

       

      AMENDMENT,
        SUPPLEMENT AND WAIVER

       

      Section
        9.01  Without
        Consent of Holders of Notes.

       

      Notwithstanding
        Section 9.02 of this Indenture, the Company and the Trustee may amend or
        supplement this Indenture or the Notes without the consent of any Holder
        of a
        Note:

       

      (a)  to
        cure
        any ambiguity or correct or supplement any defective provision contained
        in the
        Indenture; provided that such modification or amendment does not, in the
        good
        faith opinion of the Board of Directors, adversely affect the interests of
        the
        Holders of Notes in any material respect; provided further that any amendment
        made solely to conform the provisions of the Indenture to the description
        of the
        Notes in the Exchange Offer Prospectus will not be deemed to adversely affect
        the interests of the Holders;

       

      
        
          
          

        

        
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      (b)  to
        add
        covenants for the benefit of the Holders;

       

      (c)  to
        add
        additional dates on which Holders may require the Company to repurchase their
        Notes;

       

      (d)  to
        surrender any rights or powers conferred upon the Company;

       

      (e)  to
        provide for the assumption of the Company’s obligations to Holders in the case
        of a merger, consolidation, sale, transfer or lease pursuant to Article
        5;

       

      (f)  to
        increase the conversion rate in the manner described in Section 10.07,
        provided that the increase will not adversely affect the interests of Holders
        in
        any material respect;

       

      (g)  to
        comply
        with requirements of the Commission in order to effect or maintain the
        qualification of this Indenture under the TIA or otherwise as necessary to
        comply with applicable law;

       

      (h)  to
        make
        provision with respect to the conversion rights of Holders pursuant to
        Section 10.15 or to make provision with respect to the repurchase rights of
        Holders of Notes pursuant to Section 11.01 or
        Section 11.02;

       

      (i)  to
        add or
        modify any other provision of this Indenture that the Company and the Trustee
        may deem necessary or desirable and that will not adversely affect the interests
        of the Holders; or

       

      (j)  to
        provide for the issuance of Additional Notes.

       

      Upon
        the
        request of the Company accompanied by a resolution of its Board of Directors
        authorizing the execution of any such amended or supplemental Indenture,
        and
        upon receipt by the Trustee of the documents described in Section 7.02, the
        Trustee shall join with the Company in the execution of any amended or
        supplemental Indenture authorized or permitted by the terms of this Indenture
        and to make any further appropriate agreements and stipulations that may
        be
        therein contained, but the Trustee shall not be obligated to enter into such
        amended or supplemental Indenture that affects its own rights, duties or
        immunities under this Indenture or otherwise.

       

      Section
        9.02  With
        Consent of Holders of Notes.

       

      Except
        as
        provided below in this Section 9.02, this Indenture or the Notes may be
        amended or supplemented with either (i) the written consent (or as otherwise
        in
        accordance with the Applicable Procedures) of the Holders of at least a majority
        in aggregate Principal Amount of the Notes then outstanding (including consents
        obtained in connection with a purchase of, or a tender offer or exchange
        offer
        for, Notes), or (ii) by the adoption of a resolution, at a meeting of Holders
        of
        the outstanding Notes at which a quorum is present, by the Holders of at
        least a
        majority in aggregate Principal Amount of the outstanding Notes represented
        at
        such meeting.  Section 2.09 shall determine which Notes are
        considered to be “outstanding” for purposes of this
        Section 9.02.

       

      
        
          
          

        

        
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      Upon
        the
        request of the Company accompanied by a resolution of its Board of Directors
        authorizing the execution of any such amended or supplemental Indenture,
        and
        upon the filing with the Trustee of evidence satisfactory to the Trustee
        of the
        consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee
        of
        the documents described in Section 7.02, the Trustee shall join with the
        Company in the execution of such amended or supplemental Indenture unless
        such
        amended or supplemental Indenture directly 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
        amended or supplemental Indenture.

       

      It
        shall
        not be necessary for the consent of the Holders of Notes under this
        Section 9.02 to approve the particular form of any proposed amendment or
        supplement, but it shall be sufficient if such consent approves the substance
        thereof.

       

      After
        an
        amendment or supplement under this Section 9.02 becomes effective, the
        Company shall mail to the Holders of Notes affected thereby a notice briefly
        describing the amendment or supplement.  Any failure of the Company to
        mail such notice, or any defect therein, shall not, however, in any way impair
        or affect the validity of any such amended or supplemental
        Indenture.

       

      However,
        without the consent or affirmative vote of each Holder affected, an amendment
        or
        supplement under this Section 9.02 may not (with respect to any Notes held
        by a non-consenting Holder):

       

      (a)  change
        the Stated Maturity of the Principal Amount of, or any installment of interest
        on, any Note;

       

      (b)  reduce
        the Principal Amount of, or the premium, if any, on any Note;

       

      (c)  reduce
        the interest rate or amount of interest on any Note;

       

      (d)  change
        the currency of payment of the Principal Amount of, premium, if any, or interest
        on any Note (including any payment of Redemption Price or Fundamental Change
        Repurchase Price in respect of such Note);

       

      (e)  impair
        the right to institute suit for the enforcement of any payment in respect
        of any
        Note on or after the Stated Maturity thereof (or, in the case of redemption
        or
        any repurchase, on or after the Redemption Date, Fundamental Change Repurchase
        Date or Five Year Repurchase Date, as the case may be);

       

      (f)  except
        as
        permitted by Section 10.15 adversely affect the right of Holders to convert
        any Note as provided in Article 10;

       

      (g)  reduce
        the Redemption Make Whole Amount or otherwise modify Section 10.08 of the
        Indenture in a manner adverse to the Holders;

       

      (h)  modify
        the provisions of Article 11 relating to notice and repurchase (including
        those
        relating to the Fundamental Change Repurchase Date, the Fundamental Change
        Repurchase Price and the Five Year Repurchase Date) in a manner adverse to
        the
        Holders;

       

      
        
          
          

        

        
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      (i)  modify
        the provisions of Article 3 in a manner adverse to the Holders;

       

      (j)  reduce
        the requirements of Section 8.04 for quorum or voting, or reduce the
        percentage in aggregate Principal Amount of the outstanding Notes the consent
        of
        whose Holders is required for any such supplemental indenture or the consent
        of
        whose Holders is required for any waiver of compliance with certain provisions
        of this Indenture or certain defaults hereunder and their consequences provided
        for in this Indenture; or

       

      (k)  modify
        any of the provisions of this Section or Section 4.11 or 6.04, except to
        increase any percentage contained herein or therein or to provide that certain
        other provisions of this Indenture cannot be modified or waived without the
        consent of the Holder of each outstanding Note affected thereby.

       

      Section
        9.03  Compliance
        with Trust Indenture Act.

       

      Every
        amendment or supplement to this Indenture or the Notes shall be set forth
        in an
        amended or supplemental Indenture that complies with the TIA as then in
        effect.

       

      Section
        9.04  Revocation
        and Effect of Consents.

       

      Until
        an
        amendment or supplement becomes effective, a consent to it by a Holder of
        a Note
        is a continuing consent by the Holder of a Note and every subsequent Holder
        of a
        Note or portion of a Note that evidences the same debt as the consenting
        Holder’s Note, even if notation of the consent is not made on any
        Note.  However, any such Holder of a Note or subsequent Holder of a
        Note may revoke the consent as to its Note if the Trustee receives written
        notice of revocation before the date the supplement or amendment becomes
        effective.  An amendment or supplement becomes effective in accordance
        with its terms and thereafter binds every Holder.

       

      Section
        9.05  Notation
        on or Exchange of Notes.

       

      The
        Trustee may place an appropriate notation about an amendment or supplement
        on
        any Note thereafter authenticated.  The Company in exchange for all
        Notes may issue and the Trustee shall, upon receipt of an Authentication
        Order,
        authenticate new Notes that reflect the amendment or supplement.

       

      Failure
        to make the appropriate notation or issue a new Note shall not affect the
        validity and effect of such amendment or supplement.

       

      Section
        9.06  Trustee
        to Sign Amendments, etc.

       

      The
        Trustee shall sign any amended or supplemental Indenture authorized pursuant
        to
        this Article 9 if the amendment or supplement does not adversely affect the
        rights, duties, liabilities or immunities of the Trustee.  The Company
        may not sign an amendment or supplemental Indenture until the Board of Directors
        approves it in writing.  In executing any amended or supplemental
        indenture, the Trustee shall be provided with and (subject to Section 7.01)
        shall be fully protected in relying upon, in addition to the documents required
        by Section 12.04, an Officer’s Certificate and an Opinion of Counsel each
        stating that the execution of such amended or supplemental indenture is
        authorized or permitted by this Indenture.

       

      
        
          
          

        

        
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      ARTICLE
        10

       

      CONVERSION
        OF NOTES

       

      Section
        10.01  Conversion
        Privilege and Conversion Rate.

       

      (a)  Subject
        to and upon compliance with the provisions of this Article, at the option
        of the
        Holder thereof, any Note may be converted into fully paid and nonassessable
        shares (calculated as to each conversion to the nearest 1/100th of a share)
        of
        Common Stock of the Company at the Conversion Rate, determined as hereinafter
        provided, in effect at the time of conversion.  Such conversion right
        shall commence on the initial issuance date of the Notes and expire at the
        close
        of business on the Business Day prior to the date of Maturity of the Notes,
        subject, in the case of conversion of any Global Note, to any Applicable
        Procedures.  In case a Note or portion thereof is called for
        redemption at the election of the Company or the Holder thereof exercises
        its
        right to require the Company to repurchase the Note, such conversion right
        in
        respect of the Note, or portion thereof so called, shall expire at the close
        of
        business on the Business Day prior to the Redemption Date, the Fundamental
        Change Repurchase Date or the Five Year Repurchase Date, as the case may
        be,
        unless the Company defaults in making the payment due upon redemption or
        repurchase, as the case may be (in each case subject as aforesaid to any
        Applicable Procedures with respect to any Global Note); provided that, if
        a
        Holder has delivered notice of the exercise of its right to have its Note
        repurchased pursuant to Section 11.01(c) or Section 11.02(c), such
        Holder may not surrender such Note for conversion until such Holder has
        withdrawn its election to have its Note repurchased in accordance with
        Section 11.01 or Section 11.02, as the case may be.

       

      The
        rate
        at which shares of Common Stock shall be delivered upon conversion (herein
        called the “Conversion Rate”) shall be initially 293.3868
        shares of Common Stock for each U.S. $1,000 Principal Amount of
        Notes.  The Conversion Rate shall be adjusted (rounded to four decimal
        places) in certain instances as provided in this Article 10.

       

      (b)  If
        a
        transaction described in clause (2) of the definition of Change of Control
        occurs on or prior to October 1, 2012, the Company shall give notice to the
        Trustee and all Holders (i) at least ten scheduled Trading Days prior to
        the
        anticipated Effective Date of such transaction and (ii) within 15 days after
        the
        actual Effective Date of such Change of Control.  If a Holder elects
        to convert Notes at any time following the notice described in clause (i)
        of the
        preceding sentence until the Fundamental Change Repurchase Date corresponding
        to
        such Change of Control as set forth in Section 11.01, the Conversion Rate
        for each $1,000 Principal Amount of Notes converted will be increased by
        an
        additional number of shares of Common Stock (the “Additional
        Shares”) as described below; provided that if the Stock Price
        is greater than $39.33 per share (subject in each case to adjustment as
        described below) or if the Stock Price is less than $2.62 per share (subject
        to
        adjustment), the number of Additional Shares shall be zero.  The
        number of Additional Shares shall be determined by reference to the table
        attached as Schedule A hereto, based on the Effective Date and the Stock
        Price;
provided that if the Stock Price is between two Stock Price amounts in
        the table or the Effective Date is between two Effective Dates in the table,
        the
        number of Additional Shares shall be determined by a straight-line interpolation
        between the number of Additional Shares set forth for the higher and lower
        Stock
        Price amounts and the two dates, as applicable, based on a 365-day
        year.  The addition to 

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

         

        the
          Conversion Rate (whether, for the avoidance of doubt, in shares of Common
          Stock
          or, if the Company elects to pay cash in lieu of all or a portion of the Common
          Stock pursuant to Section 10.04, in cash or cash and shares of Common Stock,
          as
          applicable) will be made to Holders who elect to convert their Notes in
          connection with an applicable Change of Control on the later of (i) five
          Business Days following the Effective Date or (ii) the Conversion Settlement
          Date for those Notes.

      

       

      The
        Stock
        Prices set forth in the first column of the table in Schedule A hereto and
        set
        forth in the proviso in the first sentence of the preceding paragraph
        shall be adjusted as of any date on which the Conversion Rate of the Notes
        is
        adjusted.  The adjusted Stock Prices shall equal the Stock Prices
        applicable immediately prior to such adjustment, multiplied by a fraction,
        the
        numerator of which is the Conversion Rate immediately prior to the adjustment
        giving rise to the Stock Price adjustment and the denominator of which is
        the
        Conversion Rate as so adjusted.  The Company’s obligation to deliver
        Additional Shares shall be subject to adjustment in the same manner as the
        Conversion Rate as set forth Section 10.07 and
        Section 10.15.

       

      (c)  Notwithstanding
        the foregoing, the total number of shares of Common Stock issuable upon
        conversion shall not exceed 381.4028 shares per $1,000 Principal Amount of
        Notes, subject to adjustments in the same manner as the Conversion Rate as
        set
        forth in Section 10.07 and Section 10.15.

       

      (d)  (d)
        Promptly following the Effective Date, the Company shall calculate the Stock
        Price and the number of Additional Shares based on the applicable Stock Price
        and Effective Date.  No less than five Business Days following the
        Effective Date, the Company shall notify the Trustee of the results of such
        calculations and notify the Holders of the Stock Price and the number of
        Additional Shares per $1,000 Principal Amount of Notes.  The Company
        shall issue a press release containing the information described in this
        paragraph and publish such information on its website.

       

      Section
        10.02  Exercise
        of Conversion Privilege.

       

      (a)  In
        order
        to exercise the conversion privilege, the Holder of any Note to be converted
        shall surrender such Note, duly endorsed in blank, at any office or agency
        of
        the Company maintained for that purpose pursuant to Section 4.02,
        accompanied by a duly signed conversion notice substantially in the form
        set
        forth in Exhibit A stating that the Holder elects to convert such Note or,
        if
        less than the entire Principal Amount thereof is to be converted, the portion
        thereof to be converted.  The date a Holder complies with these
        requirements for any Notes shall be the “Conversion Date” with
        respect to such Notes.

       

      (b)  Notes
        surrendered for conversion by a Holder during a Record Date Period must be
        accompanied by payment in an amount equal to the interest that the Holder
        is to
        receive on the Notes on such Interest Payment Date; provided, however, that
        no
        such payment need be made (1) if the Company has specified a Redemption Date
        that is during a Record Date Period, (2) if the Company has specified a
        Fundamental Change Repurchase Date that is during a Record Date Period or
        (3)
        unless any overdue interest exists at the time of conversion with respect
        to
        such Note and then only to the extent of such overdue interest.

       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

      (c)  Notes
        shall be deemed to have been converted immediately prior to the close of
        business on the Conversion Date, and at such time the rights of the Holders
        of
        such Notes as Holders shall cease, and the Person or Persons entitled to
        receive
        the Common Stock issuable upon conversion shall be treated for all purposes
        as
        the record holder or holders of such Common Stock at such time.  The
        Company shall issue and deliver to the Trustee, for delivery to the Holder,
        a
        certificate or certificates for the number of full shares of Common Stock
        issuable upon conversion, or cash in lieu thereof pursuant to
        Section 10.04, together with payment in lieu of any fraction of a share, as
        provided in Section 10.05 and any Redemption Make Whole Amount as required
        by Section 10.08 on the “Conversion Settlement Date,”
which shall be as promptly as practicable, but no later
        than the fifth Business
        Day following the Conversion Date; provided that if the Company elects cash
        settlement pursuant to Section 10.04, the Conversion Settlement Date shall
        be the third Business Day following the determination of the Conversion Average
        Price.

       

      (d)  Delivery
        to Holders of the full number of shares of Common Stock, or cash in lieu
        thereof, into which the Notes are convertible pursuant to this Article 10,
        together with payment in lieu of any fraction of a share, as provided in
        Section 10.05 and any Redemption Make Whole Amount as required by
        Section 10.08 shall be deemed to satisfy the Company’s obligations with
        respect to such Notes.  Accordingly, except to the extent of any such
        Redemption Make Whole Amount, any accrued but unpaid interest shall be deemed
        to
        be paid in full upon conversion, rather than cancelled, extinguished or
        forfeited.

       

      (e)  In
        the
        case of any Note which is converted in part only, upon such conversion the
        Company shall execute and the Trustee shall authenticate and deliver to the
        Holder thereof, at the expense of the Company, a new Note or Notes of authorized
        denominations in an aggregate Principal Amount equal to the unconverted portion
        of the Principal Amount of such Note.  A Note may be converted in
        part, but only if the Principal Amount of such Note to be converted is any
        integral multiple of U.S. $1,000 and the Principal Amount of such Note to
        remain outstanding after such conversion is equal to U.S. $1,000 or any
        integral multiple of $1,000 in excess thereof.

       

      (f)  If
        shares
        of Common Stock to be issued upon conversion of a Restricted Note, or Notes
        to
        be issued upon conversion of a Restricted Note in part only, are to be
        registered in a name other than that of the Beneficial Owner of such Restricted
        Note, then such Holder must deliver to the Conversion Agent a Surrender
        Certificate, dated the date of surrender of such Restricted Note and signed
        by
        such Beneficial Owner, as to compliance with the restrictions on transfer
        applicable to such Restricted Note.  Neither the Trustee nor any
        Conversion Agent, Registrar or Transfer Agent shall be required to register
        in a
        name other than that of the Beneficial Owner, shares of Common Stock or Notes
        issued upon conversion of any such Restricted Note not so accompanied by
        a
        properly completed Surrender Certificate.

       

      Section
        10.03  Limitation
        on Beneficial Ownership

       

      Notwithstanding
        anything to the contrary in this Article X, no Person will be entitled to
        acquire Beneficial Ownership of shares of Common Stock delivered upon conversion
        to the extent (but only to the extent) that such receipt would cause any
        Person
        to become, directly or indirectly, a Beneficial Owner of more than the Specified
        Percentage of the shares of Common 

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

         

        Stock
          outstanding at such time.  With respect to any conversion prior to
          October 1, 2011, the “Specified Percentage” shall be 4.9%, and
          with respect to any conversion thereafter until Stated Maturity, the Specified
          Percentage shall be 9.9%.  Any purported delivery of shares of Common
          Stock upon conversion of Notes shall be void and have no effect to the
          extent
          (but only to the extent) that such delivery would result in any Person
          becoming
          the Beneficial Owner of more than the Specified Percentage of the shares
          of
          Common Stock outstanding at such time.  If any delivery of shares of
          Common Stock owed to any Person upon conversion is not made, in whole or
          in
          part, as a result of these limitations, the Company’s obligation to make such
          delivery shall not be extinguished and it shall deliver such shares as
          promptly
          as practicable after, but in no event later than two Trading Days after,
          any
          such Person gives notice to the Company that such delivery would not result
          in
          any Person being the Beneficial Owner of more than the Specified Percentage
          of
          the shares of Common Stock outstanding at such time.  For the
          avoidance of doubt, the term “Beneficial Owner” as used in this
          Section 10.03 shall not include (i) with respect to any Global Note, the
          nominee of the Depositary or any Person having an account with the Depositary
          or
          its nominee or (ii) with respect to any Non-global Note, the Holder of
          such
          Non-global Note unless, in each case, such nominee, account holder or Holder
          shall also be a Beneficial Owner with respect to such Note.

      

       

      Section
        10.04  Cash
        Settlement Option

       

      Upon
        conversion, the Company shall have the right to deliver, in lieu of shares
        of
        Common Stock, cash or a combination of cash and Common Stock.  The
        Company shall inform converting Holders through the Trustee no later than
        the
        Business Day prior to the first day of the Conversion Averaging Period if
        it
        elects to pay cash in lieu of delivering shares of Common Stock and shall
        specify in such notice the percentage of the shares of Common Stock that
        would
        otherwise be deliverable for which it will pay cash, unless it has already
        informed the Holders of its election in a notice of redemption pursuant to
        Section 3.03.

       

      If
        the
        Company elects to pay cash upon conversion, such payment will be based on
        the
        Conversion Average Price of the Common Stock.  If the Company elects
        cash settlement, the Conversion Settlement Date on which it will deliver
        to
        converting Holders the cash and shares of Common Stock, if any, together
        with
        the cash or shares, if applicable, with respect to any Redemption Make Whole
        Amount, shall be the third Business Day following the determination of the
        Conversion Average Price.  The Company shall also deliver cash in lieu
        of any fractional shares of Common Stock issuable in connection with any
        conversion of Notes based upon the Conversion Average Price.

       

      Section
        10.05  Fractions
        of Shares.

       

      No
        fractional shares of Common Stock shall be issued upon conversion of any
        Note or
        Notes.  If more than one Note shall be surrendered for conversion at
        one time by the same Beneficial Owner, the number of full shares which shall
        be
        issuable upon conversion thereof shall be computed on the basis of the aggregate
        Principal Amount of the Notes (or specified portions thereof) so
        surrendered.  Instead of any fractional share of Common Stock which
        would otherwise be issuable upon conversion of any Note or Notes (or specified
        portions thereof), unless Section 10.04 shall apply, the Company shall
        calculate and pay a cash adjustment in respect of such fraction (calculated
        to
        the nearest 1/100th of a share) in an amount equal to the 

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

         

        same
          fraction of the Sale Price at the close of business on the Conversion Date
          (or
          round up the number of shares of Common Stock issuable upon conversion
          of any
          Note or Notes to the nearest whole share).

      

       

      Section
        10.06  Exchange
        in Lieu of Conversion

       

      When
        a
        Holder surrenders Notes for conversion, the Company may, unless it has called
        the relevant Notes for redemption, direct the Conversion Agent to surrender,
        on
        or prior to the date two Business Days following the Conversion Date, such
        Notes
        to a financial institution designated by the Company for exchange in lieu
        of
        conversion.  The Company must notify such financial institution of the
        applicable Conversion Date.  In order to accept any such Notes, the
        designated institution must agree to deliver, in exchange for such Notes,
        a
        number of shares of Common Stock equal to the Conversion Rate in effect at
        such
        time, or at its option, cash or a combination of cash and shares of Common
        Stock
        in lieu thereof, calculated based on the Conversion Average Price, plus cash
        for
        any fractional shares.

       

      If
        the
        designated institution accepts any such Notes, it will deliver the appropriate
        number of shares of Common Stock (and cash, if any), or cash in lieu thereof,
        to
        the Conversion Agent and the Conversion Agent will deliver those shares or
        cash
        to the Holder.  Any Notes exchanged by the designated institution will
        remain outstanding.  If the designated institution agrees to accept
        any Notes for exchange but does not timely deliver the related consideration,
        the Company will, as promptly as practical thereafter, but not later than
        (1)
        the fifth Business Day following the Conversion Date, or (2) if the designated
        institution elects to deliver cash or a combination of cash and shares of
        Common
        Stock, the third Business Day following the determination of the Conversion
        Average Price, convert the Notes and deliver shares of Common Stock, or,
        at the
        Company’s option cash in lieu thereof based on such Conversion Average
        Price.

       

      If
        the
        designated institution declines to accept any Notes surrendered for exchange,
        the Company will convert those Notes into shares of Common Stock, or cash
        in
        lieu thereof at the option of the Company.

       

      Section
        10.07  Adjustment
        of Conversion Rate.

       

      The
        Conversion Rate shall be subject to adjustments from time to time as
        follows:

       

      (a)  In
        case
        the Company shall pay or make a dividend or other distribution in shares
        of
        Common Stock, or shall effect a subdivision into a greater number of shares
        or
        Common Stock or a combination into a lesser number of shares of Common Stock,
        the Conversion Rate in effect at the opening of business on the day following
        the Ex-date for such dividend or other distribution, or for such subdivision
        or
        combination, as the case may be, shall be adjusted based on the following
        formula:

      


      CR1
        = CR0 x OS1

                            
        OS0

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      where,

       

      
        	
                CR0
                  =

              	
                the
                  Conversion Rate in effect immediately prior to the Ex-date for
                  such
                  dividend or distribution, or the effective date of such subdivisions
                  or
                  combinations of the Common Stock, as the case may
                  be

              


      

       

      
        	
                CR1
                  =

              	
                the
                  Conversion Rate in effect immediately after the Ex-date for such
                  dividend
                  or distribution, or the effective date of such subdivisions or
                  combinations of the Common Stock, as the case may
                  be

              


      

       

      
        	
                OS0
                  =

              	
                the
                  number of shares of Common Stock outstanding immediately prior
                  to the
                  Ex-date for such dividend or distribution, or the effective date
                  of such
                  subdivisions or combinations of the Common Stock, as the case may
                  be

              


      

       

      
        	
                OS1
                  =

              	
                the
                  number of shares of Common Stock that would be outstanding immediately
                  after such dividend or distribution, or the effective date of such
                  subdivisions or combinations of the Common Stock, as the case may
                  be

              


      

       

      If,
        after
        any such Ex-date, any dividend or distribution is not in fact paid or the
        outstanding shares of Common Stock are not subdivided or combined, as the
        case
        may be, the Conversion Rate shall be immediately readjusted, effective as
        of the
        date the Board of Directors determines not to pay such dividend or distribution,
        or subdivide or combine the outstanding shares of Common Stock, as the case
        may
        be, to the Conversion Rate that would have been in effect if such Ex-date
        had
        not been fixed.

       

      (b)  In
        case
        the Company shall issue rights or warrants to all holders of its Common Stock
        entitling them to subscribe for or purchase shares of Common Stock for a
        period
        expiring 45 days or less from the date of issuance of such rights or warrants
        at
        a price per share less than the average of the Sale Prices of the Common
        Stock
        for the ten consecutive Trading Days prior to the Business Day immediately
        preceding the announcement of the issuance of such rights, options or warrants,
        the Conversion Rate in effect at the opening of business on the day following
        the Ex-date shall be adjusted based on the following formula:

      


      
        CR1
          = CR0 x OS0+ X

                              
          OS0 + Y

      

      where,

       

      
        	
                CR0
                  =

              	
                the
                  Conversion Rate in effect immediately prior to the Ex-date for
                  such
                  distribution

              


      

       

      
        	
                CR1
                  =

              	
                the
                  Conversion Rate in effect immediately after the Ex-date for such
                  distribution

              


      

       

      
        	
                OS0
                  =

              	
                the
                  number of shares of Common Stock outstanding immediately prior
                  to the
                  Ex-date of such distribution

              


      

       

      
        	
                X
                  =

              	
              	
                the
                  total number of shares of Common Stock issuable pursuant to such
                  rights

              


      

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                Y
                  =

              	
                the
                  number of shares of Common Stock equal to the aggregate price payable
                  to
                  exercise such rights divided by the average of the Sale Prices
                  of the
                  Common Stock for the ten consecutive Trading Days ending on the
                  Business
                  Day immediately preceding the Ex-date for such
                  distribution

              


      

       

      If,
        after
        any such Ex-date, any such rights, options or warrants are not in fact issued,
        or are not exercised prior to the expiration thereof, the Conversion Rate
        shall
        be immediately readjusted, effective as of the date such rights, options
        or
        warrants expire, or the date the Board of Directors determines not to issue
        such
        rights, options or warrants, to the Conversion Rate that would have been
        in
        effect if the unexercised rights, options or warrants had never been granted
        or
        such Ex-date had not been fixed, as the case may be.

       

      (c)  In
        case
        the Company shall pay a dividend or distribution consisting exclusively of
        cash
        to all holders of its Common Stock, the Conversion Rate in effect at the
        opening
        of business on the day following the Ex-date for such dividend or distribution
        shall be adjusted based on the following formula:

      


      
        
          CR1
            = CR0 x      
            SP0

                                
                SP0 - C

           

          where,

        

      

       

      
        	
                CR0
                  =

              	
                the
                  Conversion Rate in effect immediately prior to the Ex-date for
                  such
                  distribution

              


      

       

      
        	
                CR1
                  =

              	
                the
                  Conversion Rate in effect immediately after the Ex-date for such
                  distribution

              


      

       

      
        	
                SP0
                  =

              	
                the
                  Current Market Price

              


      

       

      
        	
                C
                  =

              	
                 

              	
                the
                  amount in cash per share distributed by the Company to holders
                  of Common
                  Stock

              


      

       

      In
        the
        event that C is greater than or equal to SP0, in lieu
        of the
        adjustment contemplated, Holders will be entitled to participate ratably
        in the
        cash distribution as though their Notes had been converted to shares of Common
        Stock on the applicable date of calculation for the amounts to be received
        by
        holders of Common Stock.  If after any such Ex-date, any such dividend
        or distribution is not in fact made, the Conversion Rate shall be immediately
        readjusted, effective as of the date of the Board of Directors determines
        not to
        make such dividend or distribution, to the Conversion Rate that would have
        been
        in effect if such Ex-date had not been fixed.

       

      (d)  In
        case
        the Company shall, by dividend or otherwise, distribute to all holders of
        its
        Common Stock evidences of its indebtedness, shares of any class of capital
        stock
        or other property (including cash or assets or securities, but excluding
        (i) any
        rights, options or warrants referred to in Section 10.07(b), (ii) any
        dividend or distribution paid exclusively in cash, (iii) any dividend or
        distribution referred to in Section 10.07(a) or 10.07(e), and (iv) mergers
        or consolidations to which Section 10.15 applies), the Conversion Rate in
        effect at the opening of 

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

         

        business
          on the day following the Ex-date for such dividend or distribution shall
          be
          adjusted based on the following formula:

      

      


      
        CR1
          = CR0 x     
SP0

                              
              SP0 - FMV

      

      where,

       

      
        	
                CR0
                  =

              	
                the
                  Conversion Rate in effect immediately prior to the Ex-date for
                  such
                  distribution

              


      

       

      
        	
                CR1
                  =

              	
                the
                  Conversion Rate in effect immediately after the Ex-date for such
                  distribution

              


      

       

      
        	
                SP0
                  =

              	
                the
                  Current Market Price

              


      

       

      
        	
                FMV
                  =

              	
                the
                  fair market value (as determined by the Board of Directors) of
                  the shares
                  of capital stock, evidences of indebtedness, assets or property
                  distributed with respect to each outstanding share of Common Stock
                  on the
                  Ex-date for such distribution

              


      

       

      In
        the
        event that FMV is greater than or equal to SP0, in lieu
        of the
        adjustment contemplated, Holders will be entitled to participate ratably
        in the
        relevant distribution as though their Notes had been converted to shares
        of
        Common Stock on the applicable date of calculation for the amounts to be
        received by holders of Common Stock.  If after any such Ex-date, any
        such dividend or distribution is not in fact made, the Conversion Rate shall
        be
        immediately readjusted, effective as of the date of the Board of Directors
        determines not to make such dividend or distribution, to the Conversion Rate
        that would have been in effect if such Ex-date had not been fixed.

       

      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 10.07(d)
        (and no adjustment to the Conversion Rate under this Section 10.07(d) will
        be required) until the occurrence of the earliest Trigger Event.  If
        such right or warrant is subject to subsequent events, upon the occurrence
        of
        which such right or warrant shall become exercisable to purchase different
        securities, evidences of indebtedness or other assets or entitle the holder
        to
        purchase a different number or amount of the foregoing or to purchase any
        of the
        foregoing at a different purchase price, then the occurrence of each such
        event
        shall be deemed to be the date of issuance 

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

      and
        Ex-date with respect to a new right or warrant (and a termination or expiration
        of the existing right or warrant without exercise by the holder
        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 resulted
        in
        an adjustment to the Conversion Rate under this
        Section 10.07(d):

       

      (l)           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 of Common Stock with respect to such rights or warrant (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 all of which shall have expired or been
        terminated without exercise, the Conversion Rate shall be readjusted as if
        such
        rights and warrants had never been issued.

       

      For
        purposes of this Section 10.07(d) and Section 10.07(a) and 10.07(b),
        any dividend or distribution to which this Section 10.07(d) applies that
        also includes shares of Common Stock or a subdivision or combination of Common
        Stock to which Section 10.07(a) applies, or rights or warrants to subscribe
        for or purchase shares of Common Stock to which Section 10.07(b) applies
        (or any combination thereof), shall be deemed instead to be:

       

      (1)           a
        dividend or distribution of the evidences of indebtedness, assets, shares
        of
        capital stock, rights or warrants other than such shares of Common Stock,
        such
        subdivision or combination or such rights or warrants to which
        Section 10.07(a) and 10.07(b) apply, respectively (and any Conversion Rate
        increase required by this 10.07(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, such subdivision
        or
        combination or such rights or warrants (and any further Conversion Rate increase
        required by Section 10.07(a) and 10.07(b) with respect to such dividend or
        distribution shall then be made), except that any shares of Common Stock
        included in such dividend or distribution shall not be deemed “outstanding at
        the close of business on the Ex-date” within the meaning of
        Section 10.07(a) and any reduction or increase in the number of shares of
        Common Stock resulting from such subdivision or combination shall be disregarded
        in connection with such dividend or distribution.

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

      (e)  In
        case
        the Company shall, by dividend or otherwise, distribute to all holders of
        its
        Common Stock shares of Capital Stock of, or similar equity interests in,
        a
        Subsidiary or other business unit of the Company (a
“Spin-Off”), the Conversion Rate in effect immediately before
        5:00 p.m. New York City time, on the fifteenth Trading Day immediately
        following, and including, the effective date of the Spin-Off shall be increased
        based on the following formula:

      


      
        CR1
          = CR0 x   FMV0 +
          MP0

                               
          MP0 

      

      where,

       

      
        	
                CR0
                  =

              	
                the
                  Conversion Rate in effect immediately prior to the fifteenth Trading
                  Day
                  immediately following, and including, the effective date of the
                  Spin-Off

              


      

       

      
        	
                CR1
                  =

              	
                the
                  Conversion Rate in effect immediately after the fifteenth Trading
                  Day
                  immediately following, and including, the effective date of the
                  Spin-Off

              


      

       

      
        	
                FMV0
                  =

              	
                the
                  average of the Sale Prices of the Capital Stock or similar equity
                  interest
                  distributed to holders of Common Stock applicable to one share
                  of Common
                  Stock over the 10 Trading Days immediately following, and including,
                  the
                  fifth Trading Day immediately following the effective date of the
                  Spin-Off

              


      

       

      
        	
                MP0
                  =

              	
                the
                  average of the Sale Prices of the Common Stock on the 10 consecutive
                  Trading Day period immediately following, and including, the fifth
                  Trading
                  Day immediately following the effective date of the
                  Spin-Off

              


      

       

      (f)  In
        case
        the Company or any Subsidiary purchases all or any portion of the Common
        Stock
        pursuant to a tender offer or exchange offer and the cash and value of any
        other
        consideration included in the payment per share of the Common Stock exceeds
        the
        Current Market Price per share on the Trading Day next succeeding the last
        date
        on which tenders or exchanges may be made pursuant to such tender or exchange
        offer (the “Expiration Date”), the Conversion Rate shall be
        will be adjusted based on the following formula:

      


      
        
          CR1
            = CR0 x   FMV+ (SP1 x
            OS1)

                                 
            OS0 x SP1 

        

      

      where,

       

      
        	
                CR0
                  =

              	
                the
                  Conversion Rate in effect on the Expiration
                  Date

              


      

       

      
        	
                CR1
                  =

              	
                the
                  Conversion Rate in effect immediately after the Expiration
                  Date

              


      

       

      
        	
                FMV
                  =

              	
                the
                  fair market value (as determined by the Board of Directors) of
                  the
                  aggregate value of all cash and any other consideration paid or
                  payable
                  for shares of 

              


      

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                Common
                  Stock validly tendered or exchanged and not withdrawn as of the
                  Expiration
                  Date (the “Purchased
                  Shares”)

              


      

       

       

      
        	
                OS1
                  =

              	
                the
                  number of shares of Common Stock outstanding immediately after
                  the
                  Expiration Date less any Purchased
                  Shares

              


      

       

      
        	
                OS0
                  =

              	
                the
                  number of shares of Common Stock outstanding immediately after
                  the
                  Expiration Date, plus any Purchased
                  Shares

              


      

       

      
        	
                SP1
                  =

              	
                the
                  Sale Price of the Common Stock on the Trading Day next succeeding
                  the
                  Expiration Date

              


      

       

      Such
        increase (if any) shall become effective immediately prior to the opening
        of
        business on the Trading Day next succeeding the Expiration Date.  In
        the event that the Company is obligated to purchase shares pursuant to any
        such
        tender offer, but the Company is permanently prevented by applicable law
        from
        effecting any 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.  If the
        application of this Section 10.07(f) to any tender or exchange offer would
        result in a decrease in the Conversion Rate, no adjustment shall be made
        for
        such tender or exchange offer under this Section 10.07(f).

       

      (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 date (the
“OfferExpiration Date”) tenders or exchanges
        may be made pursuant to such tender or exchange offer (as it shall have been
        amended) exceeds the Sale Price per share of the Common Stock on the Trading
        Day
        next succeeding the Offer Expiration Date, and in which, as of the Offer
        Expiration Date the Board of Directors is not recommending rejection of the
        offer, the Conversation Rate shall be adjusted based on the following
        formula:

      


       

      
        
          CR1
            = CR0 x   FMV+ (SP1 x
            OS1)

                                 
            OS0 x SP1 

        

      

       

       

       

      where,

       

      
        	
                CR0
                  =

              	
                the
                  Conversion Rate in effect on the Offer Expiration
                  Date

              


      

       

      
        	
                CR1
                  =

              	
                the
                  Conversion Rate in effect immediately after the Offer Expiration
                  Date

              


      

       

      
        	
                FMV=

              	
                the
                  fair market value (as determined by the Board of Directors) of
                  the
                  aggregate consideration payable to holders of Common Stock based
                  on the
                  acceptance (up to any maximum specified in the terms of the tender
                  or
                  exchange offer) of all 

              


      

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

      
         

        
          	
                	
                  shares
                    validly tendered or exchanged and not withdrawn as of the Expiration
                    Date
                    (the shares deemed so accepted, up to any such maximum, being
                    referred to
                    as the “Accepted Purchased
                    Shares”)

                


        

         

      

      
        	
                OS1
                  =

              	
                the
                  number of shares of Common Stock outstanding immediately after
                  the Offer
                  Expiration Date less any Accepted Purchased
                  Shares

              


      

       

      
        	
                OS0
                  =

              	
                the
                  number of shares of Common Stock outstanding immediately after
                  the Offer
                  Expiration Date, including any Accepted Purchased
                  Shares

              


      

       

      Such
        adjustment shall become effective immediately prior to the opening of business
        on the Trading Day next succeeding the Offer Expiration Date.  In the
        event that 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 10.07(g) shall not be made if, as of the Offer Expiration Date, the
        offering documents with respect to such offer disclose a plan or intention
        to
        cause the Company to engage in any transaction described in
        Section 10.15.

       

      (h)  “Current
        Market Price” of the Common Stock on any day means the average of the
        Sale Price of the Common Stock for each of the 10 consecutive Trading Days
        ending on the earlier of the day in question and the day before the Ex-date
        with
        respect to the issuance or distribution requiring such computation.

       

      (A)           Notwithstanding
        the foregoing, whenever successive adjustments to the Conversion Rate are
        called
        for pursuant to this Section 10.07, such adjustments shall be made to the
        Current Market Price as may be necessary or appropriate to effectuate the
        intent
        of this Section 10.07 and to avoid unjust or inequitable results as
        determined in good faith by the Board of Directors.

       

      (i)  “Ex-date,”
        when used:

       

      (A)           with
        respect to any issuance or distribution, means the first date on which the
        shares of the Common Stock trade on the applicable exchange or in the applicable
        market, regular way, without the right to receive such issuance or
        distribution;

       

      (B)           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, and

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

      (C)           with
        respect to any tender or exchange offer, means the first date on which the
        Common Stock trades regular way on such exchange or in such market after
        the
        Expiration Date or Offer Expiration Date of such offer.

       

      (j)  “fair
        market value” shall mean the amount that a willing buyer would pay a
        willing seller in an arm’s length transaction.

       

      (k)  For
        purposes of this Section 10.07, 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.

       

      (l)  Adjustments
        to the Conversion Rate under this Section 10.07 shall be rounded to the
        fourth decimal point and all other calculations under this Section 10.07
        shall be made to the nearest cent or to the nearest one-hundredth of a share,
        as
        the case may be.

       

      (m)  The
        Company may make increases in the Conversion Rate by any amount for any period
        of at least 20 days.  Whenever the Conversion Rate is increased
        pursuant to the preceding sentence, the Company shall give notice of the
        increase to the Holders in the manner provided in Section 12.02 at least
        fifteen (15) days prior to the date the increased Conversion Rate takes effect,
        and such notice shall state the increased Conversion Rate and the period
        during
        which it will be in effect.  The Company may make such increases in
        the Conversion Rate, to the extent permitted by law and subject to applicable
        rules of The Nasdaq Stock Market, in addition to the increases set forth
        above,
        as the Board of Directors deems advisable to avoid or diminish any income
        tax to
        holders of 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.

       

      (n)  To
        the
        extent that the Company has a rights plan in effect upon conversion of the
        Notes
        into Common Stock, each converting Holder shall receive, in addition to shares
        of Common Stock, the rights under the rights plan corresponding to the shares
        of
        Common Stock received upon conversion, unless prior to any conversion, the
        rights shall have separated from the shares of Common Stock, in which case
        the
        Conversion Rate shall be adjusted as of the date of such separation as if
        the
        Company had distributed to all holders of Common Stock shares of the Company’s
        Capital Stock, evidences of indebtedness or other property as provided in
        Section 10.07(d) , subject to readjustment in the event of the expiration,
        termination or redemption of such rights.

       

      Section
        10.08  Interest
        Make Whole Upon Conversion.

       

      Redemption
        Make Whole Amount.  Any holders who convert Notes after a notice
        of redemption has been sent pursuant to the terms of Article 3 and prior
        to
        October 1, 2012 shall receive, for each $1,000 Principal Amount of Notes
        converted, in addition to a number of shares of Common Stock determined pursuant
        to Section 10.01, or cash in lieu thereof pursuant to Section 10.04,
        the Redemption Make Whole Amount.  The “Redemption Make Whole
        Amount” shall equal the present value of the interest on the Notes
        converted that would have 

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

         

        been
          payable for the period from and including the Redemption Date, to but excluding
          October 1, 2012.

      

       

      The
        Redemption Make Whole Amount shall be calculated by discounting the amount
        of
        such interest on a semi-annual basis using a discount rate equal to 3.0%
        plus
        the arithmetic mean of the yields under the respective headings “This Week” and
“Last Week” published in the Statistical Release under the caption “Treasury
        Constant Maturities” for the maturity (rounded to the nearest month)
        corresponding to the period from and including the Redemption Date to but
        excluding October 1, 2012.  If no maturity exactly corresponds to such
        maturity, yields for the two published maturities most closely corresponding
        to
        such maturity shall be calculated pursuant to the immediately preceding sentence
        and the applicable rate shall be interpolated or extrapolated from such yields
        on a straight-line basis, rounding in each of such relevant periods to the
        nearest month.  For the purpose of calculating the applicable rate,
        the most recent Statistical Release published prior to the date of determination
        of the Redemption Make Whole Amount shall be used.

       

      The
        term
“Statistical Release” shall mean the statistical release
        designated “H.15(519)” or any successor publication which is published weekly by
        the Federal Reserve System and which establishes yields on actively traded
        U.S.
        government securities adjusted to constant maturities or, if such statistical
        release is not published at the time of any determination under this
        Section 10.08 , then such other reasonably comparable index that the
        Company shall designate.

       

      The
        Company may pay the Redemption Make Whole Amount in cash or in shares of
        Common
        Stock, with the number of such shares determined based on the average of
        the
        Sale Prices of the Common Stock over the ten Trading Days immediately preceding
        the applicable Conversion Date.  If the Company elects to pay the
        Redemption Make Whole Amount in shares of Common Stock, the number of shares
        deliverable by the Company, together with the shares of Common Stock deliverable
        upon conversion pursuant to Section 10.01, shall not exceed 381.4028 shares
        of Common Stock per $1,000 Principal Amount of Notes, subject to the same
        adjustments as the Conversion Rate pursuant to Section 10.07 and
        Section 10.15, and the Company shall deliver cash with respect to the
        remainder of the Redemption Make Whole Amount, if any.

       

      Section
        10.09  Notice
        of Adjustments of Conversion Rate.

       

      Whenever
        the Conversion Rate is adjusted as herein provided:

       

      (a)  the
        Company shall compute the adjusted Conversion Rate in accordance with
        Section 10.07 and shall prepare a certificate signed by the Chief Financial
        Officer of the Company setting forth the adjusted Conversion Rate and showing
        in
        reasonable detail the facts upon which such adjustment is based, and such
        certificate shall promptly be filed with the Trustee and with each Conversion
        Agent; and

       

      (b)  upon
        each
        such adjustment, a notice stating that the Conversion Rate has been adjusted
        and
        setting forth the adjusted Conversion Rate shall be required, and as soon
        as
        practicable after it is required, such notice shall be provided by the Company
        to all Holders in 

       

      
        
          
          

        

        
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        accordance
          with Section 12.02.  Neither the Trustee nor any Conversion Agent
          shall be under any duty or responsibility with respect to any such certificate
          or the information and calculations contained therein, except to exhibit
          the
          same to any Holder of Notes desiring inspection thereof at its office during
          normal business hours, and shall not be deemed to have knowledge of any
          adjustment in the Conversion Rate unless and until a Responsible Officer
          of the
          Trustee shall have received such a certificate.  Until a Responsible
          Officer of the Trustee receives such a certificate, the Trustee and each
          Conversion Agent may assume without inquiry that the last Conversion Rate
          of
          which the Trustee has knowledge of remains in effect.

      

       

      Section
        10.10  Notice
        of Certain Corporate Action.

       

      In
        case:

       

      (1)           the
        Company shall declare a dividend (or any other distribution) on its Common
        Stock; or

       

      (2)           the
        Company shall authorize the granting to all or substantially all of the holders
        of its Common Stock of rights, options or warrants to subscribe for or purchase
        any shares of capital stock of any class or of any other rights; or

       

      (3)           of
        any reclassification of the Common Stock, or of any consolidation, merger
        or
        share exchange to which the Company is a party and for which approval of
        any
        stockholders of the Company is required, or of the conveyance, sale, transfer
        or
        lease of the assets of the Company and its Subsidiaries substantially as
        an
        entirety; or

       

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

       

      then
        the
        Company shall cause to be filed at each office or agency maintained for the
        purpose of conversion of Notes pursuant to Section 4.02, and shall cause to
        be provided to all Holders in accordance with Section 12.02, at least 20
        days (or 10 days in any case specified in clause (1) or (2) above) prior
        to the
        applicable record or effective date hereinafter specified, a notice stating
        (x)
        the date on which a record is to be taken for the purpose of such dividend,
        distribution, rights, options 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, rights, options or warrants are to be determined
        or
        (y) the date on which such reclassification, consolidation, merger, conveyance,
        transfer, sale, lease, dissolution, liquidation or winding up is expected
        to
        become effective, and the date as of which it is expected that holders of
        Common
        Stock of record shall be entitled to exchange their shares of Common Stock
        for
        securities, cash or other property deliverable upon such reclassification,
        consolidation, merger, conveyance, transfer, sale, lease, dissolution,
        liquidation or winding up.  Neither the failure to give such notice or
        the notice referred to in the following paragraph nor any defect therein
        shall
        affect the legality or validity of the proceedings described in clauses (1)
        through (4) of this Section 10.10.  If at the time the Trustee
        shall not be the conversion agent, a copy of such notice shall also forthwith
        be
        filed by the Company with the Trustee.

       

      The
        Company shall cause to be filed at the Corporate Trust Office and each office
        or
        agency maintained for the purpose of conversion of Notes pursuant to
        Section 4.02, and shall 

       

      
        
          
          

        

        
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        cause
          to
          be provided to all Holders in accordance with Section 12.02, notice of any
          tender offer by the Company or any Subsidiary for all or any portion of
          the
          Common Stock at or about the time that such notice of tender offer is provided
          to the public generally.

      

       

      Section
        10.11  Company
        to Reserve Common Stock.

       

      The
        Company shall at all times reserve and keep available, free from preemptive
        rights, out of its authorized but unissued Common Stock, for the purpose
        of
        effecting the conversion of Notes, the full number of shares of Common Stock
        then issuable upon the conversion of all outstanding Notes.

       

      Section
        10.12  Taxes
        on Conversions.

       

      Except
        as
        provided in the next sentence, the Company will pay any and all taxes and
        duties, excluding any taxes relating to the net or gross income or gain to
        the
        Holder on conversion, that may be payable in respect of the issue or delivery
        of
        shares of Common Stock on conversion of Notes pursuant hereto.  The
        Company shall not, however, be required to pay any tax or duty which may
        be
        payable in respect of any transfer involved in the issue and delivery of
        shares
        of Common Stock in a name other than that of the Holder of the Note or Notes
        to
        be converted, and no such issue or delivery shall be made unless and until
        the
        Person requesting such issue has paid to the Company the amount of any such
        tax
        or duty, or has established to the satisfaction of the Company that such
        tax or
        duty has been paid.

       

      Section
        10.13  Covenant
        as to Common Stock.

       

      The
        Company agrees that all shares of Common Stock which may be delivered upon
        conversion of Notes, upon such delivery, will have been duly authorized and
        validly issued and will be fully paid and nonassessable and, except as provided
        in Section 10.12, the Company will pay all taxes, liens and charges with
        respect to the issue thereof.

       

      Section
        10.14  Cancellation
        of Converted Notes.

       

      Subject
        to Section 10.06, all Notes delivered for conversion shall be delivered to
        the
        Trustee or its agent to be canceled by or at the direction of the Trustee,
        which
        shall dispose of the same as provided in Section 2.12.

       

      Section
        10.15  Provision
        in Case of Consolidation, Merger or Sale of Assets.

       

      In
        case
        of any recapitalization, reclassification or change in the Common Stock (other
        than changes resulting from a subdivision or combination), a consolidation,
        merger or combination of the Company with or into any other Person, any merger
        of another Person with or into the Company (other than a merger which does
        not
        result in any reclassification, conversion, exchange or cancellation of
        outstanding shares of Common Stock of the Company) or any conveyance, sale,
        transfer or lease of the consolidated assets of the Company and its Subsidiaries
        substantially as an entirety, or any statutory share exchange, in each case
        as a
        result of which holders of Common Stock are entitled to receive stock, other
        securities, other property or assets (including cash or any combination thereof)
        with respect to or in exchange for the Common Stock, the Person formed by
        such
        consolidation or resulting from such merger or 

       

      
        
          
          

        

        
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        which
          acquires such assets, as the case may be, shall execute and deliver to
          the
          Trustee a supplemental indenture providing that the Holder of each Note
          then
          outstanding shall have the right thereafter, during the period such Note
          shall
          be convertible as specified in Section 10.01, to convert such Note only
          into the kind and amount of securities, cash and other property receivable
          upon
          such recapitalization, reclassification, change, consolidation, merger,
          combination, sale, lease, transfer or statutory share exchange by a holder
          of
          the number of shares of Common Stock of the Company into which such Note
          might
          have been converted immediately prior to such recapitalization,
          reclassification, change, consolidation, merger, combination, sale, lease,
          transfer or statutory share exchange, assuming such holder of Common Stock
          of
          the Company is not (A) a Person with which the Company consolidated or
          merged
          with or into or which merged into or with the Company or to which such
          conveyance, sale, transfer or lease was made, as the case may be (a
“Constituent Person”), or (B) an Affiliate of a Constituent
          Person.  If the holders of the Common Stock have the right to elect
          the kind or amount of securities, cash and other property receivable upon
          such
          consolidation, merger, conveyance, sale, transfer, or lease for each share
          of
          Common Stock of the Company held immediately prior to such recapitalization,
          reclassification, change, consolidation, merger, combination, sale, lease,
          transfer or statutory share exchange by others than a Constituent Person
          or an
          Affiliate thereof, then for the purpose of this Section 10.15 the kind and
          amount of securities, cash and other property receivable upon such
          recapitalization, reclassification, change, consolidation, merger, combination,
          sale, lease, transfer or statutory share exchange by the holders of each
          Non-electing Share shall be deemed to be the weighted average of the types
          and
          amounts received by such holders upon the occurrence of such transaction
          or
          event.  Such supplemental indenture shall provide for adjustments
          which, for events subsequent to the effective date of such supplemental
          indenture, shall be as nearly equivalent as may be practicable to the
          adjustments provided for in this Article 10.

      

       

      The
        above
        provisions of this Section 10.15 shall similarly apply to successive
        consolidations, mergers, conveyances, sales, transfers or
        leases.  Notice of the execution of such a supplemental indenture
        shall be given by the Company to the Holder of each Note as provided in
        Section 12.02 within 20 days after execution thereof.  Neither
        the Trustee nor any Conversion Agent shall be under any responsibility to
        determine the correctness of any provisions contained in any such supplemental
        indenture relating either to the kind or amount of shares of stock or other
        securities or property or cash receivable by Holders of Notes upon the
        conversion of their Notes after any such consolidation, merger, conveyance,
        transfer, sale or lease or to any such adjustment, but may accept as conclusive
        evidence of the correctness of any such provisions, and shall be protected
        in
        relying upon, an Opinion of Counsel with respect thereto, which the Company
        shall cause to be furnished to the Trustee.

       

      Section
        10.16  Responsibility
        of Trustee for Conversion Provisions.

       

      The
        Trustee, subject to the provisions of Section 7.01, and any Conversion
        Agent shall not at any time be under any duty or responsibility to any Holder
        of
        Notes to determine whether any facts exist which may require any adjustment
        of
        the Conversion Rate, or with respect to the nature or extent of any such
        adjustment when made, or with respect to the method employed, herein or in
        any
        supplemental indenture provided to be employed, in making the same, or whether
        a
        supplemental indenture need be entered into.  Neither the Trustee nor
        any Conversion Agent shall be accountable with respect to the validity or
        value
        (or the kind or amount) of any 

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

         

        Common
          Stock, or of any other Notes or property or cash, which may at any time
          be
          issued or delivered upon the conversion of any Note; and it or they do
          not make
          any representation with respect thereto.  Neither the Trustee nor any
          Conversion Agent shall be responsible for any failure of the Company to
          make or
          calculate any cash payment or to issue, transfer or deliver any shares
          of Common
          Stock or share certificates or other Notes or property or cash upon the
          surrender of any Note for the purpose of conversion.  Neither the
          Trustee nor any Conversion Agent shall be responsible for any failure of
          the
          Company to comply with any of the covenants of the Company contained in
          this
          Article.

      

       

      ARTICLE
        11

       

      REPURCHASE
        OF NOTES AT THE OPTION OF THE HOLDER UPON A FUNDAMENTAL
        CHANGE

       

      Section
        11.01  Right
        to Require Repurchase upon a Fundamental Change.

       

      (a)  If
        a
        Fundamental Change occurs, each Holder shall have the right, at the Holder’s
        option, to require the Company to repurchase, and upon the exercise of such
        right the Company shall repurchase, for cash some or all of such Holder’s Notes
        not theretofore called for redemption, or any portion of the Principal Amount
        thereof that is equal to U.S. $1,000 or any integral multiple of
        U.S. $1,000 in excess thereof (provided that no single Note may be
        repurchased in part unless the portion of the Principal Amount of such Note
        to
        be outstanding after such repurchase is equal to U.S. $1,000 or integral
        multiples of U.S. $1,000 in excess thereof).  The Company shall
        offer a payment (the “Fundamental Change Repurchase Price”)
        equal to 100% of the Principal Amount of the Notes to be repurchased plus
        any
        accrued and unpaid interest to but excluding the Fundamental Change Repurchase
        Date, unless such Fundamental Change Repurchase Date falls during a Record
        Date
        Period, in which case the Company will pay the full amount of accrued and
        unpaid
        interest payable on such Interest Payment Date to the holder of record at
        the
        close of business on the corresponding Regular Record Date.  Whenever
        in this Indenture there is a reference, in any context, to the Principal
        Amount
        of any Note as of any time, such reference shall be deemed to include reference
        to the Fundamental Change Repurchase Price payable in respect of such Note
        to
        the extent that such Fundamental Change Repurchase Price is, was or would
        be so
        payable at such time, and express mention of the Fundamental Change Repurchase
        Price in any provision of this Indenture shall not be construed as excluding
        the
        Fundamental Change Repurchase Price in those provisions of this Indenture
        when
        such express mention is not made.

       

      (b)  Within
        20
        days following any Fundamental Change, the Company shall mail or cause to
        be
        mailed a notice to each Holder (with a copy to the Trustee) describing the
        transaction or transactions that constitute the Fundamental Change and
        stating:

       

      (i)           the
        repurchase date, which shall be a date specified by the Company that is not
        less
        than 20 nor more than 35 Business Days from the date such notice is mailed
        (the
“Fundamental Change Repurchase Date”);

       

      (ii)           the
        time by which the repurchase right must be exercised, which shall be the
        close
        of business on the Fundamental Change Repurchase Date;

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

       

      (iii)           the
        Fundamental Change Repurchase Price;

       

      (iv)           a
        description of the procedure which a Holder must follow to exercise a repurchase
        right, and the place or places where, or procedures by which, such Notes
        are to
        be surrendered for payment of the Fundamental Change Repurchase
        Price;

       

      (v)           that
        on the Fundamental Change Repurchase Date the Fundamental Change Repurchase
        Price will become due and payable upon each such Note designated by the Holder
        to be repurchased, and that interest thereon shall cease to accrue on and
        after
        said date;

       

      (vi)           the
        Conversion Rate then in effect, the date on which the right to convert the
        Notes
        to be repurchased will terminate (which shall be the close of business on
        the
        Business Day immediately preceding the Fundamental Change Repurchase Date)
        and
        the place or places where, or procedures by which, such Notes may be surrendered
        for conversion;

       

      (vii)           the
        place or places that the Note with the “Option of Holder to Purchase” as
        specified on the reverse of the Note shall be delivered;

       

      (viii)          that
        any Note not tendered shall continue to accrue interest;

       

      (ix)           that
        Holders shall be entitled to withdraw their election if the Paying Agent
        receives, prior to 5:00 p.m., New York City time on the Fundamental Change
        Repurchase Date, a telegram, telex, facsimile transmission or letter setting
        forth the name of the Holder, the Principal Amount of Notes delivered for
        purchase, and a written statement that (a) states such Holder is withdrawing
        its
        election to have the Notes purchased, (b) if certificated Notes have been
        issued, states the certificate number of the withdrawn Notes, (c) if the
        Notes
        are not certificated, contains such statements as required by the Depositary
        and
        (d) states the Principal Amount, if any, that remains subject to the Repurchase
        Notice; and

       

      (x)           that
        Holders whose Notes are being purchased only in part shall be issued new
        Notes
        equal in Principal Amount to the unpurchased portion of the Notes surrendered,
        which unpurchased portion must be equal to $1,000 in Principal Amount or
        an
        integral multiple thereof.

       

      No
        failure of the Company to give the foregoing notices or defect therein shall
        limit any Holder’s right to exercise a repurchase right or affect the validity
        of the proceedings for the repurchase of Notes.

       

      If
        any of
        the foregoing provisions or other provisions of this Section 11.01 are
        inconsistent with applicable law, such law shall govern.

       

      (c)  To
        exercise a repurchase right pursuant to this Section 11.01, a Holder shall
        deliver to the Trustee on or before the Fundamental Change Repurchase Date
        (i)
        written notice (the “Repurchase Notice”) of the Holder’s
        exercise of such right, which notice, if the Note is certificated, shall
        be in
        the form set forth on the reverse of the Note duly completed or, if the


       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

         

        Note
          is
          represented by a Global Note, shall set forth the name of the Holder, the
          Principal Amount of the Notes to be repurchased (and, if any Note is to
          repurchased in part, the certificate number thereof, the portion of the
          Principal Amount thereof to be repurchased and the name of the Person in
          which
          the portion thereof to remain outstanding after such repurchase is to be
          registered) and a statement that an election to exercise the repurchase
          right is
          being made thereby and (ii) the Notes with respect to which the repurchase
          right
          is being exercised.  Holders may withdraw such election at any time
          prior to 5:00 p.m., New York City time on the Fundamental Change Repurchase
          Date.  The right of the Holder to convert the Notes with respect to
          which the repurchase right is being exercised shall continue until 5:00
          p.m.,
          New York City time on the Business Day prior to the Fundamental Change
          Repurchase Date.

      

       

      (d)  In
        the
        event a repurchase right shall be exercised in accordance with the terms
        hereof,
        on the Fundamental Change Repurchase Date, the Company shall accept for payment
        all Notes or portions thereof properly tendered, deposit with or pay or cause
        to
        be paid to the Trustee the Fundamental Change Repurchase Price in cash for
        payment by the Trustee to the Holder on the Fundamental Change Repurchase
        Date;
        provided, however, that installments of interest that mature on or prior
        to the
        Fundamental Change Repurchase Date shall be payable in cash to the Holders
        of
        such Notes, or one or more Predecessor Notes, registered as such at the close
        of
        business on the relevant Regular Record Date; and deliver or cause to be
        delivered to the Trustee the Notes so accepted together with an Officers’
Certificate stating the aggregate Principal Amount of Notes or portions thereof
        being purchased by the Company.

       

      (e)  If
        any
        Note (or portion thereof) surrendered for repurchase shall not be so paid
        on the
        Fundamental Change Repurchase Date, the Principal Amount of such Note (or
        portion thereof, as the case may be) shall, until paid, bear interest to
        the
        extent permitted by applicable law from the Fundamental Change Repurchase
        Date
        at the rate specified therein, and each Note shall remain convertible into
        Common Stock until the Principal Amount of such Note (or portion thereof,
        as the
        case may be) shall have been paid or duly provided for.

       

      (f)  Any
        Note
        which is to be repurchased only in part shall be surrendered to the Trustee
        (with, if the Company or the Trustee so requires, due endorsement by, or
        a
        written instrument of transfer in form satisfactory to the Company and the
        Trustee duly executed by, the Holder thereof or its attorney duly authorized
        in
        writing), and the Company shall execute, and the Trustee shall authenticate
        and
        mail (or cause to be transferred by book entry) to the Holder of such Note
        without service charge, a new Note or Notes, containing identical terms and
        conditions, each in an authorized denomination in aggregate Principal Amount
        equal to and in exchange for the unrepurchased portion of the Principal Amount
        of the Note so surrendered; provided that each such new Note shall be in
        Principal Amount of $1,000 or an integral multiple thereof.

       

      (g)  All
        Notes
        delivered for repurchase shall be delivered to the Trustee to be canceled
        at the
        direction of the Trustee, which shall dispose of the same as provided in
        Section 2.12.

       

      (h)  In
        connection with any purchase of Notes pursuant to this Section 11.01, the
        Company will comply with Rule 13e-4 under the Exchange Act to the extent
        applicable at that time.

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

      (i)  No
        Notes
        may be purchased by the Company pursuant to this Section 11.01 if the
        Principal Amount of the Notes has been accelerated, and such acceleration
        has
        not been rescinded on or prior to such date.

       

      Section
        11.02  Repurchase
        of Notes at the Option of Holders.

       

      (a)  Each
        Holder shall have the right, at such Holder’s option, to require the Company to
        repurchase such Holder’s Notes, or any portion thereof that is an integral
        multiple of $1,000 Principal Amount, in cash, on October 1, 2012, October
        1,
        2017 and October 1, 2022 (each a “Five Year Repurchase Date”),
        at a repurchase price of 100% of the Principal Amount of the Notes being
        repurchased, plus accrued and unpaid interest to, but excluding, the Five
        Year
        Repurchase Date.  Notwithstanding the foregoing, if the Five Year
        Repurchase Date is during the Record Date Period, then any accrued and unpaid
        interest shall be paid to the Person in whose name such Note was registered
        at
        the close of business on the applicable Regular Record Date and the amount
        of
        any such interest to be paid shall be excluded from the repurchase
        price.

       

      (b)  Not
        less
        than 20 Business Days prior to each Five Year Repurchase Date, the Company
        shall
        mail or cause to be mailed to all Holders of record on such date (with a
        copy to
        the Trustee) a written notice to Holders setting forth the information specified
        in this Section 11.02(b).  Such notice shall:

       

      (i)  state
        the
        repurchase price and the Five Year Repurchase Date to which such notice
        relates;

       

      (ii)  state
        that Holders must exercise their right to elect to repurchase prior to 5:00
        p.m., New York City time, on the Business Day immediately prior to the
        applicable Five Year Repurchase Date;

       

      (iii)  include
        a
        form of Repurchase Notice;

       

      (iv)  state
        the
        name and address of the Trustee and any Paying Agent;

       

      (v)  state
        the
        Notes must be surrendered to the Paying Agent to collect the repurchase
        price;

       

      (vi)  state
        that a Holder may withdraw its Repurchase Notice if such Holder shall deliver
        to
        the Paying Agent, at any time prior to 5:00 p.m., New York City time, on
        the
        Business Day immediately prior to the applicable Five Year Repurchase Date,
        a
        notice of withdrawal stating the following: (A) the certificate numbers of
        the
        Notes to be withdrawn (if the Note is certificated) or that the notice of
        withdrawal complies with the Applicable Procedures (if the Note is represented
        by Global Note), (B) the Principal Amount of the withdrawn Notes and (C)
        the
        Principal Amount of Notes of such Holder, if any, that remains subject to
        the
        Repurchase Notice, which must be in Principal Amounts of $1,000 or an integral
        multiple of $1,000;

       

      (vii)  that
        the
        notes are convertible pursuant to Article X and may be converted only if
        the
        Repurchase Notice is withdrawn in accordance with the terms of the
        Indenture;

       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

       

      (viii)  state
        that, unless the Company defaults in making payment of the repurchase price,
        interest on the Notes covered by any Repurchase Notice shall cease to accrue
        on
        and after the Five Year Repurchase Date; and

       

      (ix)           state
        the CUSIP number of the Notes, if CUSIP numbers are then in use.

       

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

       

      (c)  To
        exercise a repurchase right pursuant to this Section 11.02, a Holder shall
        deliver to the Paying Agent, during the period beginning 20 Business Days
        prior
        to the applicable Five Year Repurchase Date and ending at 5:00 p.m., New
        York
        City time, on the Business Day immediately prior to the applicable Five Year
        Repurchase Date, (i) a Repurchase Notice in the form set forth on the reverse
        of
        the Note duly completed (if the Note is certificated) or stating the following
        (if the Note is represented by a Global Note): (A) the certificate number
        of the
        Note which the Holder will deliver to be repurchased (if the Note is
        certificated) or that the relevant Repurchase Notice complies with the
        Applicable Procedures (if the Note is represented by Global Note), (B) the
        portion of the Principal Amount of the Note which the Holder will deliver
        to be
        repurchased, which portion must be in Principal Amounts of $1,000 or an integral
        multiple of $1,000 (provided that the remaining Principal Amount of
        Notes not subject to repurchase must be in an integral multiple of $1,000)
        and
        (C) that such Note shall be repurchased as of the Five Year Repurchase Date
        pursuant to the terms and conditions specified in the Note and in this
        Indenture; together with (ii) such Notes duly endorsed for transfer (if the
        Note
        if certificated) or book entry transfer of such Note (if the Note is represented
        by a Global Note).  The delivery of such Note to the Paying Agent
        with, or at any time after delivery of, the Repurchase Notice (together with
        all
        necessary endorsements) at the office of the Paying Agent shall be a condition
        to the receipt by the Holder of the repurchase price therefor.

       

      Holders
        may withdraw such election if such Holder shall deliver to the Paying Agent,
        at
        any time prior to 5:00 p.m., New York City time, on the Business Day immediately
        prior to the applicable Five Year Repurchase Date, a notice of withdrawal
        stating the following: (A) the certificate numbers of the Notes to be withdrawn
        (if the Note is certificated) or that the notice of withdrawal complies with
        the
        Applicable Procedures (if the Note is represented by Global Note), (B) the
        Principal Amount of the withdrawn Notes and (C) the Principal Amount of Notes
        of
        such Holder, if any, that remains subject to the Repurchase Notice, which
        must
        be in Principal Amounts of $1,000 or an integral multiple of
        $1,000.

       

      (d)  The
        Company, if so requested, shall repurchase from the Holder thereof, pursuant
        to
        this Section 11.02, a portion of a Note, if the Principal Amount of such
        portion is $1,000 or an integral multiple of $1,000.  Provisions of
        this Indenture that apply to the repurchase of all of a Note also apply to
        the
        repurchase of such portion of such Note.

       

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

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       

      (f)  The
        Company may arrange for a third party to purchase any Notes (provided that
        the
        Trustee is so notified by the Company promptly) for which the Company receives
        a
        valid Repurchase Notice that is not withdrawn, in the manner and otherwise
        in
        compliance with the requirements set forth herein.  If a third party
        purchases any Notes under these circumstances, interest will continue to
        accrue
        on those Notes and such Notes will continue to be outstanding after the Five
        Year Repurchase Date.  The third party subsequently may resell such
        purchased Notes to other investors.

       

      (g)  Any
        repurchase by the Company contemplated pursuant to the provisions of this
        Section 11.02 shall be consummated by the delivery of the consideration to
        be received by the Holder (i) on the Five Year Repurchase Date if the book-entry
        transfer or delivery of the Notes to the Paying Agent is effected prior to
        5:00
        p.m., New York City time on the Business Day prior to the Five Year Repurchase
        Date, and (ii) if delivered later, within two (2) Business Days following
        the
        time of the book-entry transfer or delivery of the Note.  Payment of
        the repurchase price for a Note for which a Repurchase Notice has been delivered
        and not withdrawn is conditioned upon book-entry transfer or delivery of
        the
        Notes, together with necessary endorsements, to the Paying Agent.

       

      (h)  In
        connection with any purchase of Notes pursuant to this Section 11.02, the
        Company will comply with Rule 13e-4 under the Exchange Act to the extent
        applicable at that time.  If any of the foregoing provisions or other
        provisions of this Section 11.02 are inconsistent with applicable law, such
        law shall govern.

       

      Section
        11.03  Consolidation,
        Merger, etc.

       

      In
        the
        case of any consolidation, merger or combination of the Company with or into
        any
        other Person, any merger of another Person with or into the Company (other
        than
        a merger which does not result in any reclassification, conversion, exchange
        or
        cancellation of outstanding shares of Common Stock of the Company) or any
        conveyance, sale, transfer or lease of the consolidated assets of the Company
        and its Subsidiaries substantially as an entirety to which Section 10.15
        applies, in which the Common Stock of the Company is changed or exchanged
        as a
        result into the right to receive shares of stock and other property or assets
        (including cash) that includes shares of Common Stock of the Company or 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 shares of stock and other
        securities, property and 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 combination or which
        acquires the properties or assets (including cash) of the Company, as the
        case
        may be, shall execute and deliver to 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) modifying the provisions of this Indenture
        relating to the right of Holders to cause the Company to repurchase the Notes
        following a Fundamental Change, including the applicable provisions of this
        Article 11 and the definitions of the Common Stock and Change of Control,
        as
        appropriate, and such other related definitions set forth herein as determined
        in good faith by the Company (which determination shall be conclusive and
        binding), to make such provisions apply 

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

         

        in
          the
          event of a subsequent Fundamental Change to the common stock and the issuer
          thereof if different from the Company and Common Stock of the Company (in
          lieu
          of the Company and the Common Stock of the Company).

      

       

      ARTICLE
        12

       

      MISCELLANEOUS

       

      Section
        12.01  Trust
        Indenture Act Controls.

       

      If
        any
        provision of this Indenture limits, qualifies or conflicts with the duties
        imposed by TIA ss. 318(c), the imposed duties shall control.

       

      Section
        12.02  Notices.

       

      Any
        notice or communication by the Company or the Trustee to the others is duly
        given if in writing and delivered in Person or mailed by first class mail
        (registered or certified, return receipt requested), telex, telecopier or
        overnight air courier guaranteeing next day delivery, to the others’
address:

       

      If
        to the
        Company:

       

      c/o
        Charter Communications, Inc.

      12405
        Powerscourt Drive

      St.
        Louis, Missouri 63131

      Telecopier
        No.: (314) 965-8793

      Attention:
        Secretary

       

      With
        a
        copy to:

       

      Gibson,
        Dunn & Crutcher LLP

      200
        Park
        Avenue

      New
        York,
        New York 10166

      Telecopier
        No.: (212) 351-4008

      Attention:
        Joerg H. Esdorn, Esq.

       

      If
        to the
        Trustee:

       

      The
        Bank
        of New York Trust Company, N.A.

      Corporate
        Trust Administration

      2
        North
        LaSalle Street, Suite 1020

      Chicago,
        Illinois 60602

      Fax:  312-827-8542

       

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

       

      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

       

      All
        notices and communications (other than those sent to Holders) shall be deemed
        to
        have been duly given: at the time delivered by hand, if personally delivered;
        five Business Days after being deposited in the mail, postage prepaid, if
        mailed; when answered back, if telexed; when receipt acknowledged, if
        telecopied; and the next Business Day after timely delivery to the courier,
        if
        sent by overnight air courier guaranteeing next day delivery.

       

      Any
        notice or communication to a Holder shall be mailed by first class mail,
        certified or registered, return receipt requested, or by overnight air courier
        guaranteeing next day delivery to its address shown on the register kept
        by the
        Registrar.  Any notice or communication shall also be so mailed to any
        Person described in TIA ss. 313(c), to the extent required by the
        TIA.  Failure to mail a notice or communication to a Holder or any
        defect in it shall not affect its sufficiency with respect to other
        Holders.

       

      If
        a
        notice or communication is mailed in the manner provided above within the
        time
        prescribed, it is duly given, whether or not the addressee receives
        it.

       

      If
        the
        Company mails a notice or communication to Holders, it shall mail a copy
        to the
        Trustee and each Agent at the same time.

       

      Section
        12.03  Communication
        by Holders of Notes with Other Holders of Notes.

       

      Holders
        may communicate pursuant to TIA ss. 312(b) with other Holders with respect
        to
        their rights under this Indenture or the Notes.  The Company, the
        Trustee, the Registrar and anyone else shall have the protection of TIA
        ss. 312(c).

       

      Section
        12.04  Certificate
        and Opinion as to Conditions Precedent.

       

      Upon
        any
        request or application by the Company to the Trustee to take any action under
        this Indenture, the Company shall furnish to the Trustee:

       

      (a)  an
        Officers’ Certificate in form and substance reasonably satisfactory to the
        Trustee (which shall include the statements set forth in Section 12.05)
        stating that, in the opinion of the signers, all conditions precedent and
        covenants, if any, provided for in this Indenture relating to the proposed
        action have been satisfied; and

       

      (b)  an
        Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
        (which shall include the statements set forth in Section 12.05) stating
        that, in the opinion of such counsel, all such conditions precedent and
        covenants have been satisfied.

       

      Section
        12.05  Statements
        Required in Certificate or Opinion.

       

      Each
        certificate or opinion with respect to compliance with a condition or covenant
        provided for in this Indenture (other than a certificate provided pursuant
        to
        TIA ss. 314(a)(4)) shall comply with the provisions of TIA ss. 314(e)
        and shall include:

       

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

       

      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

       

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

       

      (c)  a
        statement that, in the opinion of such Person, he or she 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
        satisfied; and

       

      (d)  a
        statement as to whether or not, in the opinion of such Person, such condition
        or
        covenant has been satisfied.

       

      Section
        12.06  Rules
        by Trustee and Agents.

       

      The
        Trustee may make reasonable rules for action by or at a meeting of
        Holders.  The Registrar or Paying Agent may make reasonable rules and
        set reasonable requirements for its functions.

       

      
        Section
          12.07  No
          Personal Liability of Directors, Officers, Employees, Members and
          Stockholders.

         

      

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

       

      Section
        12.08  Governing
        Law.

       

      THE
        INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
        THIS
        INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
        CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
        JURISDICTION WOULD BE REQUIRED THEREBY.  EACH OF THE PARTIES HERETO
        AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
        IN
        ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR
        THE
        NOTES.

       

      Section
        12.09  No
        Adverse Interpretation of Other Agreements.

       

      This
        Indenture may not be used to interpret any other indenture, loan or debt
        agreement of the Company or its Subsidiaries or of any other
        Person.  Any such indenture, loan or debt agreement may not be used to
        interpret this Indenture.

       

      Section
        12.10  Successors.

       

      All
        agreements of the Company in this Indenture and the Notes, as the case may
        be,
        shall bind its successors.  All agreements of the Trustee in this
        Indenture shall bind its successors.

       

      
        
          
          

        

        
          70

          
            

          

        

        
          
          

        

      

       

      Section
        12.11  Severability.

       

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

       

      Section
        12.12  Counterpart
        Originals.

       

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

       

      Section
        12.13  Table
        of Contents, Headings, etc.

       

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

       

      Section
        12.14  Waiver
        of
        Jury Trial.

       

      EACH
        OF
        THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
        PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
        PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
        TRANSACTION CONTEMPLATED HEREBY.

       

      Section
        12.15  Force
        Majeure.

       

      In
        no event shall the Trustee be
        responsible or liable for any failure or delay in the performance of its
        obligations hereunder arising out of or caused by, directly or indirectly,
        forces beyond its control, including, without limitation, strikes, work
        stoppages, accidents, acts of war or terrorism, civil or military disturbances,
        nuclear or natural catastrophes or acts of God, and interruptions, loss or
        malfunctions of utilities, communications or computer (software and hardware)
        services; it being understood that the Trustee shall use reasonable efforts
        which are consistent with accepted practices in the banking industry to resume
        performance as soon as practicable under the circumstances.

       

      ARTICLE
        13

       

      SATISFACTION
        AND DISCHARGE

       

      Section
        13.01  Satisfaction
        and Discharge of Indenture.

       

      This
        Indenture shall cease to be of further effect (except as to any surviving
        rights
        of registration of transfer or exchange or conversion of Notes herein expressly
        provided for), and the Trustee, on demand of and at the expense of the Company,
        shall execute proper instruments acknowledging satisfaction and discharge
        of
        this Indenture, when

       

      
        
          
          

        

        
          71

          
            

          

        

        
          
          

        

      

       

      (a)  either

       

      (i)           all
        Notes theretofore authenticated and delivered (other than (i) Notes which
        have
        been destroyed, lost or stolen and which have been replaced or paid as provided
        in Section 2.08 and (ii) Notes for whose payment money has theretofore been
        deposited in trust or segregated and held in trust by the Company and thereafter
        repaid to the Company or discharged from such trust,) have been delivered
        to the
        Trustee for cancellation; or

       

      (ii)           all
        such Notes not theretofore delivered to the Trustee for cancellation have
        become
        due and payable and the Company has deposited or caused to be deposited with
        the
        Trustee as trust funds in trust for the purpose an amount sufficient to pay
        and
        discharge the entire indebtedness on such Notes not theretofore delivered
        to the
        Trustee for cancellation, for the Principal Amount (and premium, if any)
        and
        interest to the date of such deposit;

       

      (b)  the
        Company has paid or caused to be paid all other sums payable hereunder by
        the
        Company; and

       

      (c)  the
        Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
        Counsel, each stating that all conditions precedent herein provided for relating
        to the satisfaction and discharge of this Indenture have been complied
        with.  Notwithstanding the satisfaction and discharge of this
        Indenture pursuant to this Article 14, the obligations of the Company to
        the
        Trustee, and the obligations of the Trustee under Section 13.02 shall
        survive such satisfaction and discharge.

       

      Section
        13.02  Application
        of Trust Money.

       

      All
        money
        deposited with the Trustee pursuant to Section 13.01 shall be held in trust
        and applied by it, in accordance with the provisions of the Notes and this
        Indenture, to the payment, either directly or through any Paying Agent as
        the
        Trustee may determine, to the Persons entitled thereto, of the Principal
        Amount
        (and premium, if any) and interest for whose payment such money has been
        deposited with the Trustee.

       

      [Signatures
        on following page]


      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

      


      


       

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

       

      CHARTER
        COMMUNICATIONS, INC.

       

      By:           /s/
        Jeffrey T.
        Fisher                                                                

      Name:
        Jeffrey T. Fisher

      Title:   Executive
        Vice President and ChiefFinancial Officer

       

      By:           /s/
        Thomas M.
        Degnan_______                                                                

      Name:
        Thomas M. Degnan

      Title:   Vice
        President – Finance and CorporateTreasurer

      


      THE
        BANK
        OF NEW YORK TRUST COMPANY, N.A., as trustee

       

      By:    
        /s/ M.
        Callahan                    


      Name:
        M.
        Callahan

      Title:
        Vice President

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      EXHIBIT
        A

       

      {FACE
        OF
        NOTE}

       

      FOR
        PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF
        1986,
        AS AMENDED (THE “CODE”), THIS SECURITY MAY BE ISSUED WITH
        ORIGINAL ISSUE DISCOUNT AND THE ISSUE DATE OF THIS SECURITY IS OCTOBER 2,
        2007.  THE COMPANY AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF THIS
        SECURITY, UPON WRITTEN REQUEST, THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE
        DISCOUNT AND ISSUE DATE.  ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO
        THE COMPANY AT THE FOLLOWING ADDRESS: CHARTER COMMUNICATIONS, INC, 12405
        POWERSCOURT DRIVE, ST. LOUIS, MISSOURI 63131, ATTENTION: SENIOR VICE PRESIDENT,
        INVESTOR RELATIONS.

       

      {THE
        FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH RESTRICTED NOTE:

       

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

       

      THE
        HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
        OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
        RESTRICTION TERMINATION DATE’’) WHICH IS TWO YEARS AFTER THE LAST
        ORIGINAL ISSUE DATE HEREOF, ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES,
        (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
        UNDER
        THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
        PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A’’),
        TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER’’ AS
        DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
        OF A
        QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
        BEING
        MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
        FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
        COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
        PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
        CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
        THEM.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
        AFTER THE RESALE RESTRICTION TERMINATION DATE.}

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      {THE
        FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL NOTE:

       

      THIS
        NOTE
        IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
        TO AND
        IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY,
        WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS
        OWNER
        AND HOLDER OF THIS NOTE FOR ALL PURPOSES.

       

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

       

      UNLESS
        AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE
        REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE,
        THIS
        GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO
        A
        NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
        OR
        ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
        TO A
        SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.}

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      CHARTER
        COMMUNICATIONS, INC.

       

      6.50%
        Convertible Senior Notes due 2027

       

      CUSIP
        NO.
        16117M AF4

       

      No.
        R-

       

      Principal
        Amount:
        ${          }

       

      CHARTER
        COMMUNICATIONS, INC., a Delaware corporation (the “Company”,
        which term includes any successor corporation under the Indenture hereinafter
        referred to) promises to pay to or registered assigns, the Principal Amount
        (as
        defined in the Indenture referred to on the reverse side of this Note) on
        October 1, 2027.

       

      Interest
        Payment Dates: April 1 and October 1

       

      Regular
        Record Dates: March 15 and September 15

       

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

       

      Dated:
        October 2, 2007

       

      


       

      CHARTER
        COMMUNICATIONS,
        INC.

       

      By:                                                                

      Name:
        Thomas M. Degnan

      Title:
        Vice President – Finance and Corporate Treasurer

       

      By:                                                                

      Name:
        Jeffrey T. Fisher

      Title:
        Executive Vice President and Chief Financial Officer

       

      This
        is
        one of the 6.50% Convertible Senior Notes due 2027 referred to in the
        within-mentioned Indenture:

       

      THE
        BANK
        OF NEW YORK TRUST COMPANY, N.A., as Trustee

       

      By:                                                                

      Authorized
        Signatory:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      {BACK
        OF
        NOTE}

       

      6.50%
        Convertible Senior Notes due 2027

       

      Capitalized
        terms used herein shall have the meanings assigned to them in the Indenture
        referred to below unless otherwise indicated.

       

      1.           INTEREST.  The
        Company promises to pay interest on the Principal Amount of this Note at
        the
        rate of 6.50% per annum from October 2, 2007 until Maturity.  The
        Company will pay interest semi-annually in arrears on April 1 and October
        1 of
        each year (each an “Interest Payment Date”), or if any such day
        is not a Business Day, on the next succeeding Business Day.  Interest
        on the Notes will accrue from the most recent date to which interest has
        been
        paid or, if no interest has been paid, from the date of issuance; provided
        that
        if there is no existing Default in the payment of interest, and if this Note
        is
        authenticated between a Regular Record Date referred to on the face and the
        next
        succeeding Interest Payment Date, interest shall accrue from such next
        succeeding Interest Payment Date.  The first Interest Payment Date
        shall be April 1, 2008.  The Company shall pay interest (including
        post-petition interest in any proceeding under any Bankruptcy Law) on overdue
        principal and premium, if any, from time to time on demand at a rate that
        is 1%
        per annum in excess of the rate then in effect; and it shall pay interest
        (including post-petition interest in any proceeding under any Bankruptcy
        Law) on
        overdue installments of interest (without regard to any applicable grace
        periods) from time to time on demand at the same rate to the extent
        lawful.  Interest will be computed on the basis of a 360-day year of
        twelve 30-day months.

       

      2.           METHOD
        OF PAYMENT.  The Company shall pay interest on the Notes (except
        defaulted interest) to the Persons who are registered Holders of Notes at
        the
        close of business on the March 15 or September 15 immediately preceding the
        Interest Payment Date, even if such Notes are canceled after such Regular
        Record
        Date and on or before such Interest Payment Date, except as provided in
        Section 2.13 of the Indenture with respect to defaulted
        interest.  The Notes will be payable as to Principal Amount, premium,
        if any, and interest at the office or agency of the Company maintained for
        such
        purpose within or without the City and State of New York, or, at the option
        of
        the Company, payment of interest may be made by check mailed to the Holders
        at
        their addresses set forth in the Note Register, and provided that payment
        by
        wire transfer of immediately available funds will be required with respect
        to
        principal of and interest and premium on all Global Notes and all other Notes
        the Holders of which shall have provided wire transfer instructions to the
        Company or the Paying Agent.  Such payment shall be in such coin or
        currency of the United States of America as at the time of payment is legal
        tender for payment of public and private debts.

       

      3.           PAYING
        AGENT, REGISTRAR AND CONVERSION AGENT.  Initially, The Bank of New
        York Trust Company, N.A., the Trustee under the Indenture, will act as Paying
        Agent, Registrar and Conversion Agent.  The Company may change any
        Paying Agent, Registrar or Conversion Agent without notice to any
        Holder.  The Company or any of its Subsidiaries may act in any such
        capacity.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.           INDENTURE.  The
        Company issued the Notes under an Indenture dated as of October 2, 2007 (the
        “Indenture”) between the Company and the
        Trustee.  The terms of the Notes include those stated in the Indenture
        and those made part of the Indenture by reference to the TIA.  The
        Notes are subject to all such terms, and Holders are referred to the Indenture
        and the TIA for a statement of such terms.  To the extent any
        provision of this Note conflicts with the express provisions of the Indenture,
        the provisions of the Indenture shall govern and be controlling.  The
        Notes are obligations of the Company.  The aggregate Principal Amount
        of Notes that may be outstanding under the Indenture is unlimited; provided
        that
        upon initial issuance, the aggregate Principal Amount of Notes outstanding
        shall
        not exceed $479,168,000, except as provided in Section 2.08 of the
        Indenture.

       

      5.           OPTIONAL
        REDEMPTION.  Prior to October 1, 2010, the Company may redeem the
        Notes, in whole or in part, for cash at a price (the “Redemption
        Price”) equal to 100% of the Principal Amount of such Notes plus
        accrued and unpaid interest, if any, on such Notes to, but excluding, the
        Redemption Date, but only if the Sale Price of the Common Stock has exceeded,
        for at least 20 Trading Days in any consecutive 30 Trading Day period ending
        on
        the date the Company gives such notice, 180% of the Conversion Price on each
        such Trading Day.  Commencing on, and including, October 1, 2010
        until, but excluding, October 1, 2012, the Company may redeem the Notes,
        in
        whole or in part, for cash at the Redemption Price, but only if the Sale
        Price
        of the Common Stock has exceeded, for at least 20 Trading Days in any
        consecutive 30 Trading Day period ending on the date the Company gives such
        notice, 150% of the Conversion Price on each such Trading Day.  On and
        after October 1, 2012, the Company may redeem the Notes, in whole or in part,
        for cash at the Redemption Price.

       

      6.           NOTICE
        OF REDEMPTION.  Notice of redemption will be mailed by first class
        mail at least 30 days but not more than 60 days before the Redemption Date
        to
        each Holder whose Notes are to be redeemed at its registered
        address.  Notices of redemption may not be conditional.  No
        Notes of $1,000 Principal Amount or less may be redeemed in
        part.  Notes in denominations larger than $1,000 Principal Amount may
        be redeemed in part but only in whole multiples of $1,000 Principal Amount,
        unless all of the Notes held by a Holder are to be redeemed.  On and
        after the Redemption Date, interest ceases to accrue on Notes or portions
        thereof called for redemption.

       

      7.           MANDATORY
        REDEMPTION.  Except as otherwise provided in Article 11 of the
        Indenture, the Company shall not be required to make mandatory redemption
        payments with respect to the Notes.

       

      8.           REPURCHASE
        AT OPTION OF HOLDER.  If a Fundamental Change occurs, the Company
        shall, in accordance with the terms of the Indenture, make an offer to
        repurchase for cash all or any part (equal to $1,000 or an integral multiple
        thereof) of each Holder’s Notes at a purchase price equal to 100% of the
        Principal Amount of the Notes to be purchased, plus any accrued and unpaid
        interest to but excluding the Fundamental Change Repurchase Date, unless
        such
        Fundamental Change Repurchase Date falls after a Regular 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 payable on such Interest
        Payment Date to the holder of record at the close of business on the
        corresponding Regular Record Date.  Within 20 days following any
        Fundamental Change, the Company shall mail a notice to each Holder describing
        the transaction

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        or
          transactions that constitute the Fundamental Change and offering to repurchase
          Notes on the Fundamental Change Repurchase Date specified in such notice,
          pursuant to the procedures required by the Indenture and described in such
          notice.

      

       

      In
        addition, each Holder shall have the right, at such Holder’s option, to require
        the Company to repurchase such Holder’s Notes, or any portion thereof that is an
        integral multiple of $1,000 Principal Amount, in cash, on October 1, 2012,
        October 1, 2017 and October 1, 2022, at a repurchase price of 100% of the
        Principal Amount of the Notes being repurchased, plus accrued and unpaid
        interest to, but excluding, the Five Year Repurchase Date unless such Five
        Year
        Repurchase Date falls after a Regular 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 payable on such Interest Payment Date
        to
        the holder of record at the close of business on the corresponding Regular
        Record Date.  Not less than 20 Business Days prior to each Five Year
        Repurchase Date, the Company shall mail a a written notice of repurchase
        in the
        form set forth on the reverse of this Note.

       

      9.           DENOMINATIONS,
        TRANSFER, EXCHANGE.  The Notes are in registered form without coupons
        in denominations of $1,000 Principal Amount and integral multiples of $1,000
        Principal Amount.  The transfer of Notes may be registered and Notes
        may be exchanged as provided in the Indenture.  The Registrar and the
        Trustee may require a Holder, among other things, to furnish appropriate
        endorsements and transfer documents and the Company may require a Holder
        to pay
        any taxes and fees required by law or permitted by the Indenture.

       

      10.           PERSONS
        DEEMED OWNERS.  The registered Holder of a Note may be treated as its
        owner for all purposes.

       

      11.           AMENDMENT
        AND SUPPLEMENT.  The Indenture or the Notes may be amended or
        supplemented only as set forth in Article 9 of the Indenture.

       

      12.           DEFAULTS
        AND REMEDIES.  The Notes shall have the Events of Default set forth in
        Section 6.01 of the Indenture.  In the case of an Event of
        Default set forth in Section 6.01(f) or (g), the Principal Amount of all
        outstanding Notes will become due and payable without further action or
        notice.  If any other Event of Default occurs and is continuing, the
        Trustee by notice to the Company or the Holders of at least 25% in Principal
        Amount of the then outstanding Notes by notice to the Company and the Trustee
        may declare the Principal Amount of all the Notes to be due and payable
        immediately.  Holders may not enforce the Indenture or the Notes
        except as provided in the Indenture.  Holders shall have such other
        rights as set forth in Article 6 of the Indenture.

       

      13.           CONVERSION.  Subject
        to and upon compliance with the provisions of the Indenture, the Holder of
        this
        Note is entitled, at its option, to convert this Note (or any portion of
        the
        Principal Amount hereof that is an integral multiple of U.S.$1,000, provided
        that the unconverted portion of such Principal Amount is U.S.$1,000 or any
        integral multiple of U.S.$1,000 in excess thereof) into fully paid and
        nonassessable shares of Common Stock of the Company at an initial Conversion
        Rate of 293.3868 shares of Common Stock for each U.S.$1,000 Principal Amount
        of
        Notes (or at the current adjusted Conversion Rate if an 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        adjustment
          has been made as provided in the Indenture), plus the Redemption Make Whole
          Amount if required pursuant to the terms of the Indenture.

      

       

      The
        Conversion Rate is subject to adjustment as provided in the
        Indenture.

       

      14.           TRUSTEE
        DEALINGS WITH COMPANY.  The Trustee, in its individual or any other
        capacity, may make loans to, accept deposits from, and perform services for
        the
        Company or its Affiliates, and may otherwise deal with the Company or its
        Affiliates, as if it were not the Trustee.

       

      15.           NO
        RECOURSE AGAINST OTHERS.  A director, officer, employee, incorporator
        or stockholder of the Company, as such, shall not have any liability for
        any
        obligations of the Company under the Notes or the Indenture or for any claim
        based on, in respect of, or by reason of, such obligations or their
        creation.  Each Holder by accepting a Note waives and releases all
        such liability.  The waiver and release are part of the consideration
        for the issuance of the Notes.

       

      16.           GOVERNING
        LAW.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
        USED TO CONSTRUE THIS NOTE AND THE INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE
        PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE
        LAWS OF
        ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

       

      17.           AUTHENTICATION.  This
        Note shall not be valid until authenticated by the manual signature (which
        may
        be by facsimile) of the Trustee or an authenticating agent.

       

      18.           ABBREVIATIONS.  Customary
        abbreviations may be used in the name of a Holder or an assignee, such as:
        TEN
        COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN (=
        joint
        tenants with right of survivorship and not as tenants in common), CUST (=
        Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

       

      19.           CUSIP
        NUMBERS.  No representation is made as to the accuracy of any CUSIP
        numbers either as printed on the Notes or as contained in any notice of
        redemption and reliance may be placed only on the other identification numbers
        placed thereon.

       

      The
        Company will furnish to any Holder upon written request and without charge
        a
        copy of the Indenture.  Requests may be made to:

       

      Charter
        Communications, Inc.

      12405
        Powerscourt Drive

      St.
        Louis, Missouri 63131

      Attention:
        Secretary

      Telecopier
        No.: (314) 965-0555

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      Schedule
        I

       

      [Include
        Schedule I only for a Global Note]

       

      CHARTER
        COMMUNICATIONS, INC.

      6.50%
        Convertible Senior Note Due 2027

       

      No.

       

      The
        initial Principal Amount of this Global Note is $_________.

      


      
        	
                Date

              	
                Principal
                  Amount

              	
                Notation
                  Explaining Principal

                Amount
                  Recorded

              	
                Authorized
                  Signature

                of
                  Trustee or

                Custodian

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT
        FORM

       

      To
        assign
        this Note, fill in the form below:

       

      (I)
        or
        (we) assign and transfer this Note
        to:                                               
                                                                              

       

      (Insert
        assignee’s legal name)

                                          


      
        	 


      

      
        


      

       

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

      


      


      
        	 
	 
	 
	 


      

      
        


      

       

      


      
        


      

       

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

       

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

       

      Date:                                                                

       

      Your
        Signature:                                                                                                                                                                                                      

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

       

      Signature
        Guarantee*:                                                                                                                                                                                           


       

      


      
        	
                *

              	
                Participant
                  in a recognized Signature Guarantee Medallion Program (or other
                  signature
                  guarantor acceptable to the
                  Trustee).

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      CONVERSION
        NOTICE

       

      The
        undersigned Holder of this Note hereby irrevocably exercises the option to
        convert this Note, or any portion of the Principal Amount hereof (which is
        U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided
        that the unconverted portion of such Principal Amount is U.S.$1,000 or any
        integral multiple of U.S.$1,000 in excess thereof) below designated, into
        shares
        of Common Stock in accordance with the terms of the Indenture referred to
        in
        this Note, and directs that such shares, together with a check in payment
        for
        any fractional share, any other amounts payable to the Holder in connection
        with
        such conversion and any Notes representing any unconverted Principal Amount
        hereof, be delivered to and be registered in the name of the undersigned
        unless
        a different name has been indicated below.  If shares of Common Stock
        or Notes are to be registered in the name of a Person other than the
        undersigned, (a) the undersigned will pay all transfer taxes payable with
        respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor
        Institution with membership in an approved signature guarantee program pursuant
        to Rule 17Ad-15 under the Notes Exchange Act of 1934.  Any amount
        required to be paid by the undersigned on account of interest accompanies
        this
        Note.

       

      Dated:                                                                                                                                                                                                                                                                                                                                                                                                     
        Signature(s)                                        

        


      If
        shares
        or Notes are to be

      registered
        in the name of a

      Person
        other than the

      Holder,
        please print such

      Person’s
        name and address:

      


      Name

      


      ____________________________________________________________

      


      ____________________________________________________________

      (Address)

      


      ____________________________________________________________

      Social
        Security or other Identification Number, if any

      


      ____________________________________________________________

      (Signature
        Guaranteed)

      


      If
        only a
        portion of the

      Notes
        is
        to be converted,

      please
        indicate:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                1.

              	
                Principal
                  Amount to be converted:
                  U.S. $                                                                                   

              
	 	 
	
                2.

              	
                Principal
                  Amount and denomination of Notes representing unconverted principal
                  amount
                  to be issued:

              
	 	 
	 	
                Amount:
                  U.S.                                         $
                  Denominations:
                  U.S. $                                                         

              


      

      


       

      (U.S.$1,000
        or any integral multiple of U.S.$1,000 in excess thereof, provided that the
        unconverted portion of such Principal Amount is U.S. $1,000 or any integral
        multiple of U.S. $1,000 in excess thereof)

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      REPURCHASE
        NOTICE

       

      The
        undersigned registered owner of this Note hereby irrevocably acknowledges
        receipt of a notice from Charter Communications, 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 cash, in accordance
        with the terms of the Indenture at the price of 100% of such entire principal
        amount or portion thereof, together with accrued and unpaid interest to,
        but
        excluding, the Five Year Repurchase Date, to the registered holder
        hereof.  Capitalized terms used herein but not defined shall have the
        meanings ascribed to such terms in the Indenture.  The Notes shall be
        repurchased by the Company as of the Five Year Repurchase Date, pursuant
        to the
        terms and conditions specified in the Indenture.

       

      Dated:
         ____________________                                                                           _________________________________________

                                                                                                                                                                                     
Signature(s)

      


      
        Social
          Security or other Identification Number, if any

      

      
        


         

        ____________________________________

      

      
        (Signature
          Guaranteed)

      

      


      If
        only a
        portion of the Notes

      are
        to be
        repurchased, please

      indicate:

      


      
        	
                1.

              	
                Principal
                  Amount to be repurchased:
                  U.S. $                                                                                    

              
	 	 
	
                2.

              	
                Principal
                  Amount and denomination of Notes representing unrepurchased Principal
                  Amount to be issued:

              
	 	 
	 	
                Amount:
                  U.S.
                  $                                               
                  Denominations:
                  U.S. $                                                                           

              


      

      


       

      (U.S.$1,000
        or any integral multiple of U.S.$1,000 in excess thereof, provided that the
        unrepurchased portion of such Principal Amount is U.S. $1,000 or any
        integral multiple of U.S. $1,000 in excess thereof)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      ANNEX
        A — FORM OF RESTRICTED NOTES CERTIFICATE

       

      RESTRICTED
        NOTES CERTIFICATE

       

      (For
        transfers pursuant to Section 2.07(b)(ii) and 2.07(b)(iii) of the
        Indenture)

       

      The
        Bank
        of New York Trust Company, N.A.

      2
        North
        LaSalle Street, Suite 1020

      Chicago,
        Illinois 60602

      Attention:
        Corporate Trust Services

      Fax:
        [          ]

       

      Re:
        6.50%
        CONVERTIBLE SENIOR NOTES DUE 2027 OF CHARTER COMMUNICATIONS, INC. (THE
“NOTES”)

       

      Reference
        is made to the Indenture, dated as of October 2, 2007 (the
“Indenture”), from Charter Communications, Inc. (the
“Company”) to The Bank of New York Trust Company,
        N.A., as
        Trustee.  Terms used herein and defined in the Indenture or Rule 144
        under the U.S. Securities Act of 1933 (the “Securities Act”)
        are used herein as so defined.

       

      This
        certificate relates to
        U.S. $          Principal
        Amount of Notes, which are evidenced by the following certificate(s) (the
        “Specified Notes”):

       

      CUSIP
        No.
        16117M AF4

       

      CERTIFICATE
        No(s). __________________

       

      The
        person in whose name this certificate is executed below (the
“Undersigned”) hereby certifies that either (i) it is the sole
        beneficial owner of the Specified Notes or (ii) it is acting on behalf of
        all
        the beneficial owners of the Specified Notes and is duly authorized by them
        to
        do so.  Such beneficial owner or owners are referred to herein
        collectively as the “Owner”.  If the Specified Notes are represented
        by a Global Note, they are held through the Depositary or an Agent Member
        in the
        name of the Undersigned, as or on behalf of the Owner.  If the
        Specified Notes are not represented by a Global Note, they are registered
        in the
        name of the Undersigned, as or on behalf of the Owner.

       

      The
        Owner
        has requested that the Specified Notes be transferred to a person (the
“Transferee”) who will take delivery in the form of a
        Restricted Note.  In connection with such transfer, the Owner hereby
        certifies that such transfer is being effected pursuant to an effective
        registration statement under the Securities Act or it is being effected in
        accordance with Rule 144A, or pursuant to another exemption from registration
        under the Securities Act (if available) or Rule 144 under the Securities
        Act and
        all applicable laws of the states of the United States and other
        jurisdictions.  Accordingly, the Owner hereby further certifies as
        follows:

       

      (1)           Rule
        144A Transfers.  If the transfer is being effected in accordance
        with Rule 144A:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (A)           the
        Specified Notes are being transferred to a person that the Owner and any
        person
        acting on its behalf reasonably believe is a “qualified institutional buyer”
within the meaning of Rule 144A, acquiring for its own account or for the
        account of a qualified institutional buyer; and

       

      (B)           the
        Owner and any person acting on its behalf have taken reasonable steps to
        ensure
        that the Transferee is aware that the Owner may be relying on Rule 144A in
        connection with the transfer; and

       

      (2)           Rule
        144 Transfers.  If the transfer is being effected pursuant to
        Rule 144:

       

      (A)           the
        transfer is occurring after a holding period of at least one year (computed
        in
        accordance with paragraph (d) of Rule 144) has elapsed since the date the
        Specified Notes were acquired from the Company or from an affiliate (as such
        term is defined in Rule 144) of the Company, whichever is later, and is being
        effected in accordance with the applicable amount, manner of sale and notice
        requirements of paragraphs (e), (f) and (h) of Rule 144; or

       

      (B)           the
        transfer is occurring after a period of at least two years has elapsed since
        the
        date the Specified Notes were acquired from the Company or from an affiliate
        (as
        such term is defined in Rule 144) of the Company, whichever is later, and
        the
        Owner is not, and during the preceding three months has not been, an affiliate
        of the Company.

       

      (3)           Transfers
        Pursuant to Other Securities Act Exemptions.  If the transfer is
        being effected pursuant to a Securities Act exemption other than ones set
        forth
        in (1) or (2) above, there shall be delivered to the Company an opinion of
        counsel with respect to such Owners.

       

      This
        certificate and the statements contained herein are made for your benefit
        and
        the benefit of the Company.

       

      Dated:                                                                

       

      Print
        the
        name of the Undersigned, as such term is defined in the second paragraph
        of this
        certificate.)

       

      Dated:                                                                

      Name:                                                                

      Title:                                                                

       

      (If
        the
        Undersigned is a corporation, partnership or fiduciary, the title of the
        person
        signing on behalf of the Undersigned must be stated.)

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        B — FORM OF UNRESTRICTED NOTES CERTIFICATE

       

      UNRESTRICTED
        NOTES CERTIFICATE

       

      (For
        removal of Restricted Notes Legend pursuant to
        Section 2.07(c))

       

      The
        Bank
        of New York Trust Company, N.A.

      2
        North
        LaSalle Street, Suite 1020

      Chicago,
        Illinois 60602

      Attention:
        Corporate Trust Services

      Fax:
        [          ]

       

      RE:
        6.50%
        CONVERTIBLE SENIOR NOTES DUE 2027 OF CHARTER COMMUNICATIONS, INC. (THE
“NOTES”)

       

      Reference
        is made to the Indenture, dated as of October 2, 2007 (the
“Indenture”), from Charter Communications, Inc. (the
“Company”) to The Bank of New York Trust Company,
        N.A., as
        Trustee.  Terms used herein and defined in the Indenture or in Rule
        144 under the U.S. Securities Act of 1933 (the
“SecuritiesAct”) are used herein as so
        defined.

       

      This
        certificate relates to
        U.S.$        Principal Amount of Notes,
        which are evidenced by the following certificate(s) (the “Specified
        Notes”):

       

      CUSIP
        No.
        16117M AF4

       

      CERTIFICATE
        No(s).__________________

       

      The
        person in whose name this certificate is executed below (the
“Undersigned”) hereby certifies that either (i) it is the sole
        beneficial owner of the Specified Notes or (ii) it is acting on behalf of
        all
        the beneficial owners of the Specified Notes and is duly authorized by them
        to
        do so.  Such beneficial owner or owners are referred to herein
        collectively as the “Owner”.  If the Specified Notes are represented
        by a Global Note, they are held through the Depositary or an Agent Member
        in the
        name of the Undersigned, as or on behalf of the Owner.  If the
        Specified Notes are not represented by a Global Note, they are registered
        in the
        name of the Undersigned, as or on behalf of the Owner.

       

      The
        Owner
        has requested that the Specified Notes be exchanged for Notes bearing no
        Restricted Notes Legend pursuant to Section 2.07(c) of the
        Indenture.  In connection with such exchange, the Owner hereby
        certifies that the exchange is occurring (i) pursuant to an effective
        registration statement under the Securities Act, or (ii) after a period of
        at
        least two years has elapsed since the date the Specified Notes were acquired
        from the Company or from an “affiliate” (as such term is defined in Rule 144) of
        the Company, whichever is later, and the Owner is not, and during the preceding
        three months has not been, an affiliate of the Company.  The Owner
        also acknowledges that any future transfers of the Specified Notes must comply
        with all applicable Notes laws of the states of the United States and other
        jurisdictions.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      This
        certificate and the statements contained herein are made for your benefit
        and
        the benefit of the Company.

       

      Dated:                                                                

       

      Print
        the
        name of the Undersigned, as such term is defined in the second paragraph
        of this
        certificate.)

       

      Dated:                                                                

      Name:                                                                

      Title:                                                                  
        

       

      (If
        the
        Undersigned is a corporation, partnership or fiduciary, the title of the
        person
        signing on behalf of the Undersigned must be stated.)

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        C — FORM OF SURRENDER CERTIFICATE

       

      In
        connection with the certification contemplated by Section 10.02 relating to
        compliance with certain restrictions relating to transfers of Restricted
        Notes,
        such certification shall be provided substantially in the form of the following
        certificate, with only such changes thereto as shall be approved by the
        Company:

       

      CERTIFICATE

       

      CHARTER
        COMMUNICATIONS, INC.

       

      6.50%
        CONVERTIBLE SENIOR NOTES DUE 2027

       

      This
        is
        to certify that as of the date hereof with respect to
        U.S.$     Principal Amount of the above-captioned Notes
        surrendered on the date hereof (the “Surrendered Notes”) for
        registration of transfer, or for conversion or repurchase where the Notes
        issuable upon such conversion or repurchase are to be registered in a name
        other
        than that of the undersigned Holder (each such transaction being a
“transfer”), the undersigned Holder (as defined in the
        Indenture) certifies that the transfer of Surrendered Notes associated with
        such
        transfer complies with the restrictive legend set forth on the face of the
        Surrendered Notes for the reason checked below:

      


      
        	 	 	
                The
                  transfer of the Surrendered Notes is being made pursuant to an
                  effective
                  registration statement under the Securities Act; or

              
	 	 	 
	 	 	
                The
                  transfer of the Surrendered Notes complies with Rule 144A under
                  the
                  Securities Act; or

              
	 	 	 
	 	 	
                The
                  transfer of the Surrendered Notes complies with Rule 144 under
                  the United
                  States Securities Act of 1933, as amended (the “Securities Act”);
                  or

              
	 	 	 
	 	 	
                The
                  transfer of the Surrendered Notes has been made pursuant to an
                  exemption
                  from registration under the Securities Act and an opinion of counsel
                  has
                  been delivered to the Company with respect to such
                  transfer.

              


      

      


      {Name
        of
        Holder}

      


       

      Dated:       
        
         

        
          	
                  *

                	
                  To
                    be dated the date of surrender

                


        

         
                                                         

      ____________