Indenture – Ciena Corporation

Ciena Corporation,

as Issuer,

and

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

as Trustee

INDENTURE

Dated as of October 18, 2010

3.75% Convertible Senior Notes due 2018

TABLE OF CONTENTS


	Page
ARTICLE 1
Definitions and Incorporation by Reference

Section 1.01. Definitions.		1
Section 1.02. Incorporation by Reference of Trust Indenture Act.		11
Section 1.03. Rules of Construction		12

ARTICLE 2
The Notes

Section 2.01. Form, Dating and Terms.		13
Section 2.02. Execution and Authentication.		16
Section 2.03. Registrar, Conversion Agent and Paying Agent.		17
Section 2.04. Conversion Agent and Paying Agent to Hold Money and Securities in Trust.		17
Section 2.05. Holder Lists.		18
Section 2.06. Transfer and Exchange; Restrictions on Transfer.		18
Section 2.07. Mutilated, Destroyed, Lost or Stolen Notes.		22
Section 2.08. Cancellation.		23
Section 2.09. Payment of Interest; Defaulted Interest.		23
Section 2.10. Additional Interest.		24
Section 2.11. Computation of Interest.		25
Section 2.12. CUSIP Numbers.		25
Section 2.13. Calculations in Respect of the Notes.		26

ARTICLE 3
Covenants

Section 3.01. Payment of Notes.		26
Section 3.02. Maintenance of Office or Agency.		26
Section 3.03. Compliance Certificate.		27
Section 3.04. Reservation of Common Stock.		27
Section 3.05. Issuance of Shares.		27
Section 3.06. Transfer Taxes.		27
Section 3.07. Reports.		28

ARTICLE 4
Successors

Section 4.01. Merger, Consolidation, or Sale of Assets.		28
Section 4.02. Successor Corporation Substituted.		29


	Page
ARTICLE 5
[Reserved]

ARTICLE 6
Conversion of Notes

Section 6.01. Conversion Right and Conversion Rate.		29
Section 6.02. Conversion Consideration.		30
Section 6.03. Exercise of Conversion Right.		30
Section 6.04. Fractions of Shares.		32
Section 6.05. Adjustment of Conversion Rate.		32
Section 6.06. Notice of Adjustments of Conversion Rate.		43
Section 6.07. Cancellation of Converted Notes.		43
Section 6.08. Provision in Case of Consolidation, Merger or Sale of Assets.		43
Section 6.09. Rights Issued in Respect of Common Stock.		44
Section 6.10. Responsibility of Trustee and Conversion Agent for Conversion Provisions.		45

ARTICLE 7
Defaults and Remedies

Section 7.01. Events of Default.		45
Section 7.02. Acceleration.		48
Section 7.03. Other Remedies.		49
Section 7.04. Waiver of Past Defaults.		49
Section 7.05. Control by Majority.		50
Section 7.06. Limitation on Suits.		50
Section 7.07. Rights of Holders of Notes to Receive Payment or Effect Conversion.		50
Section 7.08. Collection Suit by Trustee.		51
Section 7.09. Trustee May File Proofs of Claim.		51
Section 7.10. Priorities.		51
Section 7.11. Undertaking for Costs.		52

ARTICLE 8
Trustee

Section 8.01. Duties of Trustee.		52
Section 8.02. Rights of Trustee.		54
Section 8.03. Individual Rights of Trustee		55
Section 8.04. Trustee153s Disclaimer		56
Section 8.05. Notice of Defaults		56
Section 8.06. Reports by Trustee to Holders		56
Section 8.07. Compensation and Indemnity		56
Section 8.08. Replacement of Trustee		57


	Page
Section 8.09. Successor Trustee by Merger		58
Section 8.10. Eligibility; Disqualification		58
Section 8.11. Preferential Collection of Claims Against Company		59

ARTICLE 9
Satisfaction and Discharge of Indenture; Unclaimed Moneys

Section 9.01. Satisfaction and Discharge of Indenture		59
Section 9.02. Application of Funds or Securities Deposited for Payment of Notes		59
Section 9.03. Repayment by Trustee, Paying Agent or Conversion Agent		60

ARTICLE 10
Supplemental Indentures and Amendments

Section 10.01. Without Consent of Holders		60
Section 10.02. With Consent of Holders		61
Section 10.03. Execution of Supplemental Indentures, Agreements and Waivers		62
Section 10.04. Effect of Supplemental Indentures		62
Section 10.05. Compliance with Trust Indenture Act		63
Section 10.06. Reference in Notes to Supplemental Indentures		63
Section 10.07. Revocation and Effect of Consents and Waivers		63
Section 10.08. Notation on or Exchange of Notes		63

ARTICLE 11
Offer to Repurchase Upon a Fundamental Change

Section 11.01. Purchase of Notes at Option of Holder Upon a Fundamental Change		64
Section 11.02. Fundamental Change Repurchase Right Notice		65
Section 11.03. Fundamental Change Repurchase Notice		65
Section 11.04. Effect of Purchase of Notes Upon a Fundamental Change		66
Section 11.05. Covenant to Comply with Securities Laws Upon Purchase of Notes		66
Section 11.06. Covenants of Company and Paying Agent Upon Purchase of Notes		67
Section 11.07. Withdrawal of Fundamental Change Repurchase Notice and Effect Thereof		67
Section 11.08. Covenants of Trustee Upon Purchase of Notes		68

ARTICLE 12
Miscellaneous

Section 12.01. Trust Indenture Act Controls		68
Section 12.02. Notices		68
Section 12.03. Communication by Holders with Other Holders		69
Section 12.04. Certificate and Opinion as to Conditions Precedent		69
Section 12.05. Statements Required in Certificate or Opinion		70

iii


	Page
Section 12.06. When Notes Disregarded		70
Section 12.07. Rules by Trustee, Paying Agent and Registrar		70
Section 12.08. Governing Law		70
Section 12.09. No Recourse Against Others		70
Section 12.10. Successors		71
Section 12.11. Multiple Originals		71
Section 12.12. Force Majeure		71
Section 12.13. Not Responsible for Recitals or Issuance of Notes		71
Section 12.14. Waiver of Jury Trial		71

EXHIBITS

EXHIBIT A Form of Note

EXHIBIT B Form of Conversion Notice

EXHIBIT C Form of Fundamental Change Repurchase Notice

INDENTURE, dated as of October 18, 2010, between Ciena Corporation, a
corporation incorporated under the laws of the State of Delaware (the
“Company“), as issuer and The Bank of New York Mellon Trust
Company, N.A., a national banking association (the “Trustee“),
as trustee.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture
to provide for the issuance of an unlimited principal amount of the Company153s
3.75% Convertible Senior Notes due 2018, convertible into common stock, par
value $0.01 per share, of the Company (the “Notes“).

All things necessary have been done to make the Notes, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid and legally binding obligations of the Company and to make
this Indenture a valid and legally binding agreement of each of the Company and
the Trustee in accordance with the terms hereof.

Each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Notes:

ARTICLE 1
Definitions and Incorporation by Reference

Section 1.01 . Definitions.

“Additional Interest” means all amounts, if any, payable
pursuant to Section 2.10(a) or Section 7.01, as applicable.

“Additional Notes” means additional Notes (other than the
Initial Notes), if any, issued under this Indenture in accordance with Section
2.02 hereof, as part of the same series as the Initial Notes.

“Additional Shares” means additional shares of Common Stock
by which the Conversion Rate shall be increased for Notes surrendered for
conversion pursuant to an adjustment of the Conversion Rate upon the occurrence
of a Make-whole Fundamental Change. The number of Additional Shares shall be
determined based on the Effective Date of the Make-whole Fundamental Change and
the Stock Price in such Make-whole Fundamental Change transaction, all in
accordance with Section 6.05(f).

“Affiliate” means, with respect to any specified Person, any
other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of

such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. No individual shall be
deemed to be controlled by or under common control with any specified Person
solely by virtue of his or her status as an employee or officer of such
specified Person or of any other Person controlled by or under common control
with such specified Person. Notwithstanding the foregoing, for the purpose of
Section 2.10, “Affiliate” has the meaning set forth in Rule 144
under the Securities Act.

“Agent” means any Authenticating Agent, Registrar,
co-registrar, Paying Agent, additional paying agent or Conversion Agent.

“Agent Members” has the meaning set forth in Section
2.01(e)(ii).

“Applicable Procedures” means, with respect to any transfer
or exchange of or for beneficial interests in, or any repurchase or conversion
of, any Global Note, the rules and procedures of the Depositary that apply to
such transfer, exchange, repurchase or conversion.

“Authenticating Agent” has the meaning set forth in Section
2.02.

“Bankruptcy Law” means Title 11, United States Code or any
similar federal or state law relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization or relief of debtors or the law of any
other jurisdiction relating to bankruptcy, insolvency, receivership, winding-up,
liquidation, reorganization or relief of debtors or any amendment to, succession
to or change in any such law.

“Beneficial Owner” has the meaning assigned to such term in
Rule 13d-3 under the Exchange Act. The terms “Beneficial
Ownership” and “Beneficially Owns” have a
corresponding meaning.

“Board of Directors” means the board of directors of the
Company or any duly authorized committee thereof.

“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 and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

“Business Day” means each day that is not a Saturday, Sunday
or other day on which banking institutions in New York City are authorized or
required by law, regulation or executive order to close.

“Capital Stock” means:

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

(2) in the case of an association or business entity, 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 or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of the assets of,
the issuing Person.

“close of business” means 5:00 p.m., New York City time.

“Closing Sale Price” means, with respect to the Common Stock
or any other security for which a Closing Sale Price must be determined, on any
date, the last reported closing price per share of Common Stock or unit of such
security (or, if no last closing price is reported, the average of the last bid
and ask prices or, if more than one in either case, the average of the average
bid and the average ask prices) on such date as reported in composite
transactions for the principal U.S. securities exchange on which the Common
Stock or such security is then listed or, if the Common Stock or such security
is not listed on a U.S. national or regional exchange, the “Closing Sale
Price” will be the last quoted bid price for the Common Stock in the
over-the-counter market on the relevant dates as reported by the Pink OTC
Markets Inc. or any similar U.S. system of automated dissemination of quotations
of securities prices. If the Common Stock or such security is not so traded, the
“Closing Sale Price” will be the price as reported on the
principal other market on which the Common Stock or such security is then
traded. In the absence of such quotations, the Company153s Board of Directors will
make a good faith determination of the Closing Sale Price.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par
value $0.01 per share, as it exists on the date of this Indenture, subject to
any transaction described in Section 6.08, in which case all references to
Common Stock in this Indenture shall thereafter be references to Reference
Property.

“Company” means Ciena Corporation, a corporation
incorporated under the laws of Delaware, and, subject to Article IV, its
successors and assigns.

“Company Order” has the meaning set forth in Section 2.02.

“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 such board of directors on the date of this Indenture; or

(2) becomes a member of the board of directors of the Company subsequent to
that date and was appointed, nominated for election or elected to such board of
directors

with the approval of (a) a majority of the Continuing Directors who were
members of such board of directors at the time of such appointment, nomination
or election, or (b) a majority of the Continuing Directors that were serving at
the time of such appointment, nomination or election on a committee of the board
of directors that appointed or nominated for election or reelection such board
member.

“Conversion Agent” means the office or agency designated by
the Company where Notes may be presented for conversion, initially the Trustee.

“Conversion Date” has the meaning set forth in Section
6.03(a).

“Conversion Notice” has the meaning set forth in Section
6.03(a).

“Conversion Price” shall equal $1,000 divided by the
Conversion Rate (rounded to the nearest cent).

“Conversion Rate” has the meaning set forth in Section
6.01(c), subject to adjustment as provided in this Indenture.

“Corporate Trust Office” means the designated corporate
trust 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 525 William
Penn Place, 38th Floor, Pittsburgh, Pennsylvania 15259, 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 designated
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).

“Current Market Price” as of any date means:

(1) for the purpose of any computation under Section 6.05(a) (except for
clauses (v), (vi) and (viii) thereof), the average of the Closing Sale Prices
for the five consecutive Trading Days ending on the Trading Day prior to the
earlier of the record date or the ex-dividend date for the event triggering such
adjustment;

(2) for the purpose of any computation under Section 6.05(a)(v), the average
of the Closing Sale Prices of the Common Stock for the ten consecutive Trading
Days following, and including the ex-dividend date for the related Spin-Off;

(3) for the purpose of any computation under Section 6.05(a)(vi), the average
of the Closing Sale Prices for the five consecutive Trading Days ending on the
Trading Day prior to the ex-dividend date for the related cash distribution; and

(4) for the purpose of any computation under Section 6.05(a)(viii) (including
Market Capitalization), the average of the Closing Sale Prices for the five
consecutive

Trading Days beginning on the Trading Day immediately following the date of
the repurchase triggering the adjustment.

“Default” means an event that is, or after notice or passage
of time, or both, would be an Event of Default with respect to the Notes.

“Defaulted Interest” has the meaning set forth in Section
2.09.

“Definitive Notes” means the Notes that are in registered
definitive form.

“Depositary” means The Depository Trust Company, its
nominees and their respective successors and assigns, or such other depositary
institution hereinafter appointed by the Company.

“Distributed Assets” has the meaning set forth in Section
6.05(a)(iv).

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

“Equity Interests” means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock).

“Event of Default” means any event or condition specified as
such in Section 7.01.

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

“ex-dividend date” when used with respect to any issuance or
distribution shall mean the first date upon which a sale of shares of Common
Stock does not automatically transfer the right to receive the relevant dividend
or distribution from the seller of such Common Stock to the buyer.

“Expiration Date” has the meaning set forth in Section
6.05(a)(vii).

“Fair Market Value” means the value that would be paid by a
willing buyer to an unaffiliated willing seller in a transaction not involving
distress or necessity of either party, determined in good faith by the Board of
Directors of the Company.

“Fundamental Change” means the occurrence at the time after
the Notes are originally issued of any of the following:

(1) the Common Stock (or other Reference Property into which the Notes are
convertible) is neither traded on The NASDAQ Global Select Market, The NASDAQ
Global Market, the New York Stock Exchange or another U.S. national securities

exchange or quoted on an established automated over-the-counter trading
market in the United States; or

(2) any Person acquires Beneficial Ownership, directly or indirectly, through
a purchase, merger or other acquisition transaction or series of transactions,
of shares of the Company153s Capital Stock entitling such Person to exercise 50%
or more of the total voting power of all shares of the Company153s Capital Stock
entitled to vote generally in elections of directors, other than an acquisition
by the Company, any of its Subsidiaries or any of the Company153s employee benefit
plans; or

(3) the Company merges or consolidates with or into any other Person (other
than a Subsidiary of the Company), another Person (other than a Subsidiary of
the Company) merges with or into the Company, or the Company conveys, sells,
transfers or leases all or substantially all of the Company153s assets to another
Person, other than any transaction:

(a) that does not result in a reclassification, conversion, exchange or
cancellation of the Company153s outstanding Common Stock; or

(b) pursuant to which the holders of 50% or more of the total voting power of
all shares of the Company153s Capital Stock entitled to vote generally in
elections of directors immediately prior to such transaction have the
entitlement to exercise, directly or indirectly, 50% or more of the total voting
power of all shares of Capital Stock entitled to vote generally in elections of
directors of the continuing or surviving Person immediately after such
transaction; or

(c) which is effected solely to change the Company153s jurisdiction of
incorporation and results in a reclassification, conversion or exchange of
outstanding shares of the Common Stock solely into shares of common stock of the
surviving entity; or

(4) at any time the Continuing Directors do not constitute a majority of the
Company153s Board of Directors (or, if applicable, a successor Person to the
Company).

For purposes of this definition, “Person” includes any syndicate or group
that would be deemed to be a “person” under Section 13(d)(3) of the Exchange
Act.

“Fundamental Change Notice” has the meaning set forth in
Section 11.01(c).

“Fundamental Change Repurchase Date” has the meaning set
forth in Section 11.01(a).

“Fundamental Change Repurchase Notice” has the meaning set
forth in Section 11.03.

“Fundamental Change Repurchase Price” has the meaning set
forth in Section 11.01(a)

“Fundamental Change Repurchase Right Notice” has the meaning
set forth in Section 11.02.

“GAAP” means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect on the date hereof.

“Global Notes” means Notes that are in the form of the Note
attached hereto as Exhibit A and that are issued to a Depositary.

“guarantee” means, as applied to any obligation, (i) a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business), direct or indirect, in any manner, of any part
or all of such obligation and (ii) an agreement, direct or indirect, contingent
or otherwise, the practical effect of which is to assure in any way the payment
or performance (or payment of damages in the event of non-performance) of all or
any part of such obligation. A guarantee shall include, without limitation, any
agreement to maintain or preserve any other Person153s financial condition or to
cause any other Person to achieve certain levels of operating results.

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

“Indebtedness” of any Person means indebtedness for borrowed
money and indebtedness under purchase money Liens or conditional sales or
similar title retention agreements, in each case where such indebtedness has
been created, incurred, or assumed by such Person to the extent such
indebtedness would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, guarantees by such Person of such
indebtedness, and indebtedness for borrowed money secured by any Lien, pledge or
other lien or encumbrance upon property owned by such Person, even though such
Person has not assumed or become liable for the payment of such indebtedness.

“Indenture” means this Indenture as amended or supplemented
from time to time, including, for all purposes of this instrument and any
supplemental indenture or amendment hereto, the provisions of the TIA that are
deemed to be a part of and govern this instrument and any such supplemental
indenture or amendment, respectively.

“Initial Notes” means the $350,000,000 aggregate principal
amount of Notes issued under this Indenture on the date hereof.

“Interest Payment Date” has the meaning set forth in the
form of Note attached hereto as Exhibit A.

“Lien” means any security interest, pledge, lien or other
encumbrance.

“Make-whole Fundamental Change” has the meaning set forth in
Section 6.05(f).

“Market Capitalization” means the product of (1) the Current
Market Price of the Common Stock and (2) the number of shares of Common Stock
then outstanding on the date of the repurchase of Common Stock triggering the
adjustment set forth in Section 6.05(a)(viii) hereof immediately prior to such
repurchase.

“Note” or “Notes” has the meaning stated in
the first recital of this Indenture or, as the case may be, means Notes that
have been authenticated and delivered pursuant to this Indenture, including the
Global Note(s). The Initial Notes and the Additional Notes, if any, shall be
treated as a single class for all purposes under this Indenture, and unless the
context otherwise requires, all references to the Notes shall include the
Initial Notes and any Additional Notes.

“Note Register” has the meaning set forth in Section 2.03.

“Notes Custodian” means the Trustee or any Person appointed
by the Trustee to act as custodian of Global Notes for the Depositary.

“Officer” means an Executive Chairman of the Board, an
Executive Vice President, a Senior Vice President, the President, a Vice
President, the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer of the Company.

“Officers153 Certificate” means a certificate in a form
reasonably acceptable to the Trustee and signed by any two Officers of the
Company. Each such certificate shall include the statements provided for in
Section 12.05, if and to the extent required by the provisions of Section 12.04.

“opening of business” means 9:00 a.m., New York City time.

“Opinion of Counsel” means a written opinion reasonably
acceptable to the Trustee from legal counsel, which counsel may be an employee
of, or counsel to, the Company. Each such opinion shall include the statements
provided for in Section 12.05, if and to the extent required by the provisions
of Section 12.04.

“Outstanding“, when used with respect to Notes, means, as of
the date of determination, all Notes theretofore authenticated and delivered
under this Indenture, except:

(1) Notes theretofore cancelled by the Trustee or delivered to the Trustee
for cancellation (including Notes converted and cancelled pursuant to this
Indenture);

(2) Notes for whose payment money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set

aside and segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such Notes; and

(3) Notes which have been paid pursuant to Section 2.07 or in exchange for or
in lieu of which other Notes have been authenticated and delivered pursuant to
this Indenture, other than any such Notes in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Notes are held
by a bona fide purchaser in whose hands such Notes are valid obligations of the
Company;

provided, however, that in determining whether the Holders
of the requisite principal amount of the Outstanding Notes have given, made or
taken any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder, Notes owned by the Company or any other obligor upon the
Notes or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only Notes
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded. Notes so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee153s right so to act with respect to such Notes and that the
pledgee is not the Company or any other obligor upon the Notes or any Affiliate
of the Company or of such other obligor.

Upon the written request of the Trustee, the Company shall furnish to the
Trustee promptly an Officers153 Certificate listing and identifying all Notes, if
any, known by the Company to be owned by, held by or for the account of the
Company, or any other obligor on the Notes or any Affiliate of the Company or
such obligor, and subject to the provisions of Section 8.02, the Trustee shall
be entitled to accept such Officers153 Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Notes not listed therein are
Outstanding for the purpose of any such determination.

“Paying Agent” means the office or agency designated by the
Company where Notes may be presented for payment, initially the Trustee.

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

“protected purchaser” has the meaning set forth in Section
2.07.

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

“Reference Property” has the meaning set forth in Section
6.08.

“Registrar” means the office or agency maintained by the
Company where Notes may be presented for registration of transfer or exchange,
initially the Trustee.

“Regular Record Date” has the meaning set forth in the form
of Note attached hereto as Exhibit A.

“Reporting Default” has the meaning set forth in Section
7.01.

“Repurchase Premium” has the meaning set forth in Section
6.05(a)(viii).

“Responsible Officer” means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person153s knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

“Restricted Securities” shall have the meaning set forth in
Section 2.06(c).

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

“Settlement” has the meaning set forth in Section 6.03(c).

“Special Interest Payment Date” has the meaning set forth in
Section 2.09(a).

“Special Record Date” has the meaning set forth in Section
2.09(a).

“Spin-off” has the meaning set forth in Section 6.05(a)(v).

“Stated Maturity,” when used with respect to the Notes,
means October 15, 2018.

“Stock Price” means, with respect to a Make-whole
Fundamental Change, the price paid per share of Common Stock in such Make-whole
Fundamental Change; provided that (1) if holders of Common Stock
receive only cash in such Make-whole Fundamental Change, the Stock Price will be
the cash amount paid per share of Common Stock and (2) in any other Make-whole
Fundamental Change, the Stock Price will be the average of the Closing Sale
Prices on each of the five consecutive Trading Days prior to but not including
the Effective Date of such Make-whole Fundamental Change.

“Subsidiary” means any corporation or other business entity
of which at least a majority of the outstanding stock or membership or other
interest, as the case may be, having voting power under ordinary circumstances
to elect a majority of the board of directors, managers or other governing body
of such corporation or business entity or otherwise direct the business and
affairs of said corporation or business entity is at the

time owned or controlled by the Company, or by the Company and one or more
Subsidiaries, or by any one or more Subsidiaries.

“TIA” or “Trust Indenture Act” means the
Trust Indenture Act of 1939 (15 U.S.C. § § 77aaa-77bbbb), as in effect from time
to time.

“Trading Day” means a day during which trading in securities
generally occurs on The NASDAQ Global Select Market, or, if the Common Stock is
not then traded on The NASDAQ Global Select Market, then on The New York Stock
Exchange, The NASDAQ Global Market or another national or regional securities
exchange on which the Common Stock is then listed or, if the Common Stock is not
listed on a national or regional securities exchange, on the principal other
market on which the Common Stock is then traded or quoted. If the Common Stock
is not so listed, traded or quoted, then “Trading Day” shall have the same
meaning as “Business Day.”

“transfer” shall have the meaning set forth in Section
2.06(c).

“Trigger Event” has the meaning set forth in Section
6.05(a)(iv).

“Trustee” means the Person identified as
“Trustee” in the first paragraph hereof and, subject to the
provisions of Article VIII, shall also include any successor trustee.

“Uniform Commercial Code” means the New York Uniform
Commercial Code as in effect from time to time in the State of New York.

Section 1.02 . Incorporation by Reference of Trust Indenture Act.

This Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

“indenture securities” means the Notes.

“indenture security holder” means a Holder.

“indenture to be qualified” means this Indenture.

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

“obligor” on the indenture securities means the Company and
any other obligor on the indenture securities.

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

Section 1.03 . Rules of Construction. Unless the context otherwise
requires:

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

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

(3) “or” is not exclusive;

(4) words in the singular include the plural and words in the plural include
the singular;

(5) the principal amount of any non-interest bearing or other discount
security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the issuer dated such date prepared in accordance with
GAAP;

(6) the table of contents and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof;

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

(8) all references to “$” or “dollars” shall refer to the lawful currency of
the United States of America;

(9) the words “include,” “included” and “including” as used herein shall be
deemed in each case to be followed by the phrase “without limitation,” if not
expressly followed by such phrase or the phrase “but not limited to”;

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

(11) any reference to a Section or Article refers to such Section or Article
of this Indenture unless otherwise indicated; and

(12) all references to “interest” shall be deemed to include Additional
Interest, if any, payable pursuant to Section 2.10(a) or Section 7.01.

ARTICLE 2
The Notes

Section 2.01 . Form, Dating and Terms.

(a) The Notes shall be known and designated as 3.75% Convertible Senior Notes
due 2018. Pursuant to the provisions of Article VI, the Notes shall be
convertible into Common Stock. Subject to the terms of this Indenture the
Company may, at its option, without consent from the Holders, issue Additional
Notes from time to time in the future with the same terms and the same CUSIP
number as the Initial Notes offered in an unlimited principal amount;
provided that such Additional Notes must be part of the same issue as
the Initial Notes for U.S. federal income tax purposes. For all purposes under
this Indenture, the term “Notes” shall include the Initial
Notes and any such Additional Notes issued after the date of this Indenture.

Notes may be authenticated and delivered upon registration or transfer of, or
in lieu of, other Notes pursuant to Section 2.06, 2.07 or 10.08.

The Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage, in addition to those set forth on Exhibit A. The Company
and the Trustee shall approve the forms of the Notes and any notation,
endorsement or legend on them. Each Note shall be dated the date of its
authentication. The terms of the Note set forth in Exhibit A are part of the
terms of this Indenture and, to the extent applicable, the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
be bound by such terms.

The principal of and interest on the Notes shall be payable at the office or
agency of the Company maintained for such purpose in New York City, which shall
initially be the Trustee as set forth in Section 2.03. At the Company153s option,
however, the Company may make such payments by mailing a check to the registered
address of each Holder thereof as such address as shall appear on the Note
Register; provided that Notes represented by a Global Note will be paid
by wire transfer of immediately available funds to the accounts specified by the
Depositary in accordance with the settlement procedures of the Depositary, and
all other Notes with an aggregate principal amount in excess of $2.0 million
will be paid by wire transfer of immediately available funds if the Holders have
provided wire transfer instructions at least 10 Business Days prior to the
payment date to the Company or the Paying Agent. If a payment date is a date
other than a Business Day, payment may be made at that place on the next
succeeding day that is a Business Day. The payment made on the next succeeding
Business Day shall be treated as though it were paid on the original due date
and no interest shall accrue for the intervening period.

(b) The Notes shall be initially issued in the form of one or more permanent
Global Notes, without interest coupons, substantially in the form of Exhibit A.
Such Global Notes shall be deposited on behalf of the purchasers of the Notes
represented

thereby with the Notes Custodian for the Depositary for the accounts of
participants in the Depositary, duly executed by the Company and authenticated
by the Trustee as hereinafter provided. The aggregate principal amount of a
Global Note may from time to time be increased or decreased by adjustments made
on the records of the Notes Custodian, as hereinafter provided.

(c) The Notes shall be issuable only in fully registered form, without
coupons, and only in denominations of $2,000 or in integral multiples of $1,000
in excess thereof.

(d) Each Global Note shall bear the following legend:

“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DEPOSITARY”), OR A NOMINEE OF THE DEPOSITARY,
WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE
OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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 THE DEPOSITARY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, 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, AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.”

(e) The following book-entry provisions shall apply to Global Notes deposited
with the Notes Custodian:

(i) Each Global Note initially shall (x) be registered in the name of the
Depositary for such Global Note or the nominee of such Depositary and (y) be
delivered to the Notes Custodian.

(ii) Except as provided herein, members of, or participants in, the
Depositary (“Agent Members“) shall have no rights under this
Indenture with respect to any Global Note held on their behalf by the Depositary
or by the Notes Custodian or under such Global Note, and the Depositary may be
treated by the Company, the Trustee, the Notes Custodian and any agent of the
Company or the Trustee as the absolute owner of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices of the Depositary governing the exercise of the
rights of a Beneficial Owner of an interest in any Global Note.

(iii) The registered Holder of a Global Note may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action that a Holder is entitled to
take under this Indenture or the Notes.

(iv) In connection with the transfer of an entire Global Note to Beneficial
Owners pursuant to Section 2.01(f), such Global Note shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and
the Trustee shall authenticate and deliver, to each Beneficial Owner identified
by the Depositary in exchange for its beneficial interest in such Global Note,
an equal aggregate principal amount of Definitive Notes of authorized
denominations. The definitive securities shall be printed, lithographed or
engraved or produced by any combination of these methods, if required by any
securities exchange on which the Notes may be listed, on a steel engraved border
or steel engraved borders or may be produced in any other manner permitted by
the rules of any securities exchange on which the Notes may be listed, all as
determined by the officers executing such Notes, as evidenced by their execution
of such Notes.

(v) Any Holder of a Global Note shall, by acceptance of such Global Note,
agree that transfers of beneficial interests in such Global Note may be effected
only through a book-entry system maintained by (a) the Holder of such Global
Note (or its agent) or (b) any Holder of a beneficial interest in such Global
Note, and that ownership of a beneficial interest in such Global Note shall be
required to be reflected in a book entry.

(f) Owners of beneficial interests in Global Notes will not be entitled to
receive Definitive Notes; provided, however, Definitive Notes
shall be transferred to all

Beneficial Owners in exchange for their beneficial interests in a Global Note
if (i) the Depositary notifies the Company that it is unwilling or unable to
continue as depositary for such Global Note, (ii) the Depositary ceases to be a
clearing agency registered under the Exchange Act, at a time when the Depositary
is required to be so registered in order to act as Depositary, or (iii) an Event
of Default has occurred. The Company shall promptly deliver a copy of any notice
referred to in the foregoing sentence to the Trustee.

Section 2.02 . Execution and Authentication.

An Officer 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 the Trustee authenticates the Note, the Note shall be valid
nevertheless.

A Note shall not be valid until an authorized signatory of the Trustee
manually authenticates the Note. The signature of the Trustee on a Note shall be
conclusive evidence that such Note has been duly and validly authenticated and
issued under this Indenture.

The Trustee will, upon receipt of a written order of the Company signed by an
Officer of the Company (a “Company Order“), authenticate Notes,
including any Additional Notes, in an unlimited aggregate principal amount,
subject to the provisions of this Indenture. Each Company Order will specify the
amount of Notes to be authenticated, the date on which the Notes are to be
authenticated and, in the case of Additional Notes, the issue price of such
Notes.

The Trustee may appoint an agent (the “Authenticating
Agent“) reasonably acceptable to the Company to authenticate the Notes.
Unless limited by the terms of such appointment, any such Authenticating Agent
may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
Authenticating Agent.

In case the Company pursuant to Article 4 shall be consolidated or merged
with or into any other Person or shall convey, transfer, lease or otherwise
dispose of its properties and assets substantially as an entirety to any Person,
and the successor Person resulting from such consolidation, or surviving such
merger, or into which the Company shall have been merged, or the Person that
shall have received a conveyance, transfer, lease or other disposition as
aforesaid, shall have executed an indenture supplemental hereto with the Trustee
pursuant to Article 4, any of the Notes authenticated or delivered prior to such
consolidation, merger, conveyance, transfer, lease or other disposition may,
from time to time, at the request of the successor Person, be exchanged for
other Notes executed in the name of the successor Person with such changes in
phraseology and form as may be appropriate, but otherwise in substance of like
tenor as the Notes surrendered for such exchange and of like principal amount;
and the Trustee, upon Company Order of the successor Person, shall authenticate
and deliver Notes as specified in such order for the purpose of such exchange.
If Notes shall at any time be authenticated and delivered in

any new name of a successor Person pursuant to this Section 2.02 in exchange
or substitution for or upon registration of transfer of any Notes, such
successor Person, at the option of the Holders but without expense to them,
shall provide for the exchange of all Notes at the time Outstanding for Notes
authenticated and delivered in such new name.

Section 2.03 . Registrar, Conversion Agent and Paying Agent.

The Trustee shall initially serve as the Registrar, Conversion Agent and
Paying Agent for the Notes. The Registrar, the Conversion Agent and the Paying
Agent shall each maintain an office or agency in the Borough of Manhattan, New
York City. The Registrar shall keep a register of the Notes and of their
transfer and exchange (the “Note Register“). The Company may
have one or more co-registrars and one or more additional conversion agents and
paying agents. The term Paying Agent includes any additional paying agents, the
term Conversion Agent includes any additional conversion agents and the term
Registrar includes any co-registrar. The Company may appoint and change any
Paying Agent, Conversion Agent or Registrar without prior notice to any Holder.

The Company shall enter into an appropriate agency agreement with any
Registrar, Conversion Agent or Paying Agent not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee in writing of the name and address of each such agent. If the
Company fails to maintain a Registrar, Conversion Agent or Paying Agent, the
Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 8.07. The Company or any of its domestically
incorporated Subsidiaries may act as Paying Agent, Conversion Agent or
Registrar.

The Company may remove any Registrar, Conversion Agent or Paying Agent upon
written notice to such Registrar, Conversion Agent or Paying Agent and to the
Trustee; provided, however, that no such removal shall become
effective until (i) acceptance of any appointment by a successor as evidenced by
an appropriate agreement entered into by the Company and such successor
Registrar, Conversion Agent or Paying Agent, as the case may be, and such
agreement is delivered to the Trustee or (ii) notification to the Trustee that
the Trustee shall serve as Registrar, Conversion Agent or Paying Agent until the
appointment of a successor in accordance with clause (i) above. The Registrar,
Conversion Agent or Paying Agent may resign at any time upon written notice to
the Company and the Trustee.

Section 2.04 . Conversion Agent and Paying Agent to Hold Money and
Securities in Trust.

Except as otherwise provided herein, on or prior to 10:00 a.m. (New York City
time) on each due date of payment or settlement date of conversion in respect of
any Note, the Company shall deposit with the Paying Agent or Conversion Agent,
as applicable, a sum of money (in immediately available funds) and any property
due upon conversion

sufficient to make such payments or conversion when due. The Company shall
require each Paying Agent or Conversion Agent (other than the Trustee) to agree
in writing that such Paying Agent or Conversion Agent shall hold in trust for
the benefit of Holders or the Trustee all money or property held by such Paying
Agent or Conversion Agent for the payment of principal of, interest on, and
other payments and conversion in respect of the Notes, and shall notify the
Trustee in writing of any default by the Company in making any such payment or
conversion. If the Company or a Subsidiary acts as Paying Agent or Conversion
Agent, it shall segregate the money or property held by it as Paying Agent or
Conversion Agent and hold it as a separate trust fund for the benefit of the
Holders of the Notes. The Company at any time may require a Paying Agent or
Conversion Agent (other than the Trustee) to pay all money or property held by
it to the Trustee and to account for any funds disbursed by such Paying Agent or
Conversion Agent. Upon complying with this Section 2.04, the Paying Agent or
Conversion Agent (if other than the Company or a Subsidiary) shall have no
further liability for the money or property delivered to the Trustee. Upon any
bankruptcy, reorganization or similar proceeding with respect to the Company,
the Company and any of its Subsidiaries shall not serve as Paying Agent and
Conversion 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 Holders and
shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar or
to the extent otherwise required under the TIA, the Company, on its own behalf,
shall furnish to the Trustee, in writing at least seven Business Days before
each Interest Payment Date and at such other times as the Trustee may reasonably
request in writing within 15 days, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Holders and the
Company shall otherwise comply with TIA § 312(a).

Section 2.06 . Transfer and Exchange; Restrictions on Transfer.

(a) The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.01 or this Section 2.06
until the Notes have matured and been paid in full. The Company shall have the
right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time during regular business hours upon the
giving of reasonable prior written notice to the Registrar.

(b) The following obligations with respect to transfers and exchanges of
Notes shall apply:

(i) To permit registrations of transfers and exchanges, the Company shall,
subject to the other terms and conditions of this Article II, execute and the
Trustee shall upon receipt of a Company Order, authenticate Definitive Notes and
Global Notes at the Registrar153s request.

(ii) No service charge shall be made to a Holder for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax, assessments or similar governmental charge payable in
connection therewith (other than any such transfer taxes, assessments or similar
governmental charges payable upon exchange or transfer pursuant to Section
3.06).

(iii) Except as provided herein, prior to the due presentation for
registration of transfer of any Note, the Company, the Trustee, Paying Agent,
the Conversion Agent or the Registrar may deem and treat the Person in whose
name a Note is registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and interest on such Note and for all other
purposes whatsoever, whether or not such Note is overdue, and none of the
Company, the Trustee, the Paying Agent, the Conversion Agent or the Registrar
shall be affected by notice to the contrary.

(iv) All Notes issued upon any transfer or exchange pursuant to the terms of
this Indenture shall evidence the same debt and shall be entitled to the same
benefits under this Indenture as the Notes surrendered upon such transfer or
exchange.

(c) Every Note that bears or is required under this Section 2.06(c) to bear
the legend set forth in this Section 2.06(c) (together with any Common Stock
issued upon conversion of the Notes and required to bear the legend set forth in
Section 2.06(d), collectively, as used in this Section 2.06(c), the
“Restricted Securities“) shall be subject to the restrictions
on transfer set forth in this Section 2.06(c) (including those set forth in the
legend set forth below) unless such restrictions on transfer shall be waived by
written consent of the Company, and the Holder of each such Restricted Security,
by such Holder153s acceptance thereof, agrees to be bound by all such restrictions
on transfer. As used in Section 2.06(c) and Section 2.06(d), the term
“transfer” encompasses any sale, pledge, loan, transfer or
other disposition whatsoever of any Restricted Security.

Until the 365th day following the original issuance of the Notes, any
certificate evidencing a Note (and all securities issued in exchange therefor or
substitution thereof, other than Common Stock, if any, issued upon conversion
thereof, which shall bear the legend set forth in Section 2.06(d), if
applicable) shall bear the legend in substantially the following form as set out
in this Section 2.06(c), unless such Note has been sold pursuant to a
registration statement that has been declared effective under the Securities Act
(and which continues to be effective at the time of such transfer), or sold
pursuant to the exemption from registration provided by Rule 144 or any similar
provision then in force under the Securities Act, or unless otherwise agreed by
the Company in writing, with written notice thereof to the Trustee.

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE

UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING
ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I)
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO ANY OTHER EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER
THE SECURITIES ACT (IF AVAILABLE) SUBJECT TO THE ISSUER153S AND THE TRUSTEE153S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO THIS CLAUSE (II) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, (III) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF
ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER
OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

Any Note (or security issued in exchange or substitution therefor) as to
which such restrictions on transfer shall have expired in accordance with their
terms or as to conditions for removal of the foregoing legend set forth therein
have been satisfied may, upon surrender of such Note for exchange to the
Registrar in accordance with the provisions of this Section 2.06, be exchanged
for a new Note or Notes, of like tenor and aggregate principal amount, which
shall not bear the restrictive legend required by this Section 2.06(c).

(d) Until the 365th day following the original issuance of the Notes, any
stock certificate representing Common Stock issued upon conversion of any Note
shall bear a legend in substantially the following form, unless such Common
Stock has been sold pursuant to a registration statement that has been declared
effective under the Securities Act (and which continues to be effective at the
time of such transfer) or such Common

Stock has been issued upon conversion of Notes that are not required to bear
the legend set forth in 2.06(c) above, or such Common Stock has been sold
pursuant to the exemption from registration provided by Rule 144 or any similar
provision then in force under the Securities Act, or unless otherwise agreed by
the Company in writing with written notice thereof to the transfer agent:

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

Any such Common Stock as to which such restrictions on transfer shall have
expired in accordance with their terms or as to which the conditions for removal
of the foregoing legend set forth therein have been satisfied may, upon
surrender of the certificates representing such shares of Common Stock for
exchange in accordance with the procedures of the transfer agent for the Common
Stock, be exchanged for a new

certificate or certificates for a like number of shares of Common Stock,
which shall not bear the restrictive legend required by this Section 2.06(d).

(e) Any Note, or Common Stock issued upon the conversion of a Note, that is
repurchased or owned by the Company or any Affiliate thereof may not be resold
by the Company or such Affiliate unless registered under the Securities Act or
resold pursuant to an exemption from the registration requirements of the
Securities Act in a transaction that results in such Notes or Common Stock, as
the case may be, not constituting “restricted securities” within the meaning of
Rule 144 under the Securities Act.

Section 2.07 . Mutilated, Destroyed, Lost or Stolen Notes.

If a mutilated Note is surrendered to the Registrar or if the Holder of a
Note claims that the Note has been lost, destroyed or wrongfully taken, subject
to compliance with the provisions of the next sentence of this Section 2.07, the
Company shall issue and the Trustee, upon Company Order, shall authenticate a
replacement Note if the requirements of Section 8-405 of the Uniform Commercial
Code are met such that the Holder (a) notifies the Company and the Trustee
within a reasonable time after such Holder has notice of such loss, destruction
or wrongful taking and the Registrar has not registered a transfer prior to
receiving such notification, (b) makes such request to the Company prior to the
Company having notice that the Note has been acquired by a protected purchaser
as defined in Section 8-303 of the Uniform Commercial Code (a
“protected purchaser“) and (c) satisfies any other reasonable
requirements of the Company and the Trustee. Such Holder shall furnish an
indemnity bond sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, the Paying Agent, the Conversion Agent and the
Registrar from any loss which any of them may suffer if a Note is replaced. In
the absence of notice to the Company, the Trustee, Paying Agent, Conversion
Agent or Registrar that such Note has been acquired by a protected purchaser,
the Company shall execute and upon Company Order the Trustee shall authenticate
and deliver, in exchange for any such mutilated Note or in lieu of any such
destroyed, lost or stolen Note, a new Note of like tenor and principal amount,
bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become due and
payable at the Stated Maturity or on a Fundamental Change Repurchase Date with
respect to a repurchase upon a Fundamental Change, the Company in its
discretion, may instead of issuing a new Note, pay the amount due and payable
with respect to such Note.

Upon the issuance of any new Note under this Section, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including
attorneys153 fees and expenses and the fees and expenses of the Trustee) in
connection therewith.

Every new Note issued pursuant to this Section in lieu of any mutilated,
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the

Company and any other obligor upon the Notes, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all benefits of this Indenture equally and proportionately
with any and all other Notes duly issued hereunder.

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

Section 2.08 . Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar, the Paying Agent and the Conversion Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange,
payment or conversion. The Trustee and no one else shall cancel and dispose of
them in accordance with its customary procedures and upon written request of the
Company shall return to the Company all Notes surrendered for registration of
transfer, exchange, payment, purchase, conversion or cancellation. All Notes so
delivered to the Trustee shall be cancelled promptly by the Trustee. The Company
may not issue new Notes to replace Notes it has paid or delivered to the Trustee
for cancellation.

At such time as all beneficial interests in a Global Note have either been
exchanged for Definitive Notes, transferred, paid, repurchased, converted or
canceled, such Global Note shall be returned by the Depositary or the Notes
Custodian to the Trustee for cancellation or retained and canceled by the
Trustee. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for Definitive Notes, transferred in exchange for an
interest in another Global Note, paid, repurchased, converted or canceled, the
principal amount of Notes represented by such Global Note shall be reduced and
an adjustment shall be made on the Global Note and on the books and records of
the Trustee (if it is then the Notes Custodian for such Global Note) with
respect to such Global Note, by the Trustee or the Notes Custodian, to reflect
such reduction.

Section 2.09 . Payment of Interest; Defaulted Interest.

Interest on any Note that is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name such
Note (or one or more predecessor Notes) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 2.03.

Any interest on any Note that is payable, but is not paid when the same
becomes due and payable and such nonpayment continues for a period of 30 days
shall forthwith cease to be payable to the Holder on the Regular Record Date,
and such defaulted interest and (to the extent lawful) interest on such
defaulted interest at the rate borne by the Notes

(such defaulted interest and interest thereon herein collectively called
“Defaulted Interest“) shall be paid by the Company, at its
election, as provided in clause (a) or (b) below:

(a) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Notes (or their respective predecessor Notes) are
registered at the close of business on a Special Record Date (as defined below)
for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Note and the date (not less
than 30 days after such notice) of the proposed payment (the “Special
Interest Payment Date“), and the Company shall make arrangements
reasonably satisfactory to the Trustee to deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest on or prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided. Thereupon the Trustee shall
fix a record date (the “Special Record Date“) for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the Special Interest Payment Date and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date, and in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date and Special
Interest Payment Date therefor, which notice shall be prepared by the Company
and shall be in a form reasonably acceptable to the Trustee, to be given in the
manner provided for in Section 12.02, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date and Special Interest Payment Date therefor having
been so given, such Defaulted Interest shall be paid on the Special Interest
Payment Date to the Persons in whose names the Notes are registered at the close
of business on such Special Record Date and shall no longer be payable pursuant
to the following clause (b).

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

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

Section 2.10 . Additional Interest.

(a) If (i) at any time during the six months to one year period following the
last original issuance date of the Notes, the Company fails to timely file any
document or report that it is required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act (other than on Form 8-K), as applicable
(giving effect to any grace period provided by Rule 12b-25 under the Exchange
Act), or (ii) at any time after the 365th day following the last original
issuance date of the Notes, the Company fails to remove the restrictive legend
from a Note upon a transfer or sale of such Note or from any shares of Common
Stock issued on conversion of such Note that is otherwise freely tradable
pursuant to Rule 144 under the Securities Act without restrictions by Holders
other than the Company153s Affiliates, the Company will pay additional interest
(“Additional Interest“) on all Outstanding Notes, which shall
accrue at the rate of 0.50% per annum of the principal amount of Notes
Outstanding for each day during such period for which the Company153s failure has
occurred and is continuing.

(b) Additional Interest will be payable in arrears on each Interest Payment
Date following accrual in the same manner as regular interest on the Notes.

(c) The Additional Interest that is payable in accordance with Section 2.10
shall be in addition to, and not in lieu of, any Additional Interest that may be
payable as a result of the Company153s election pursuant to Section 7.01.

(d) If Additional Interest is payable by the Company pursuant to Section
2.10, the Company shall deliver to the Trustee an Officers153 Certificate to that
effect stating (i) the amount of such Additional Interest that is payable and
(ii) the date on which such Additional Interest is payable. Unless and until a
Responsible Officer of the Trustee receives at the Corporate Trust Office such a
certificate, the Trustee may assume without inquiry that no such Additional
Interest is payable.

Section 2.11 . Computation of Interest.

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

Section 2.12 . CUSIP Numbers.

The Company in issuing the Notes and Common Stock upon conversion of the
Notes may use CUSIP numbers (if then generally in use). The Trustee shall not be
responsible for the use of CUSIP numbers, and the Trustee makes no
representation as to their correctness as printed on any Note, certificate of
Common Stock or notice to Holders and that reliance may be placed only on the
other identification numbers printed on the Notes. The Company shall promptly
notify the Trustee in writing of any change in the CUSIP numbers.

Section 2.13 . Calculations in Respect of the Notes.

The Company shall be responsible for making all calculations called for under
the Notes. These calculations include, but are not limited to, determinations of
the Closing Sale Price of the Common Stock, any accrued interest payable on the
Notes and the Conversion Rate of the Notes. The Company shall make these
calculations in good faith and, absent manifest error, such calculations will be
final and binding on Holders of the Notes. The Company shall provide to the
Trustee a schedule of its calculations, and the Trustee, subject to Sections
8.01 and 8.02, shall be entitled to rely upon the accuracy of such calculations
without independent verification. The Trustee shall forward the Company153s
calculations to any Holder of the Notes upon the request of such Holder.

ARTICLE 3
Covenants

Section 3.01 . Payment of Notes.

The Company will pay or cause to be paid the principal of and interest, if
any, on the Notes on the dates and in the manner provided in the Notes.
Principal and interest, if any, will 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 all
principal and interest then due.

The Company will pay interest on overdue principal at the then applicable
interest rate on the Notes to the extent lawful; it will pay interest on overdue
installments of interest (without regard to any applicable grace period) at the
same rate to the extent lawful.

Section 3.02 . Maintenance of Office or Agency.

The Company will maintain in the Borough of Manhattan, New York City, an
office or agency (which may be an office of the Trustee or an Affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer, exchange or conversion and where notices and demands
to or upon the Company in respect of the Notes and this Indenture may be served.
The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or
agencies where the 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 will in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, New York City, for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company.

Section 3.03 . Compliance Certificate.

The Company shall deliver to the Trustee within 120 days after the end of
each fiscal year of the Company an Officers153 Certificate, one of the signatories
of which shall be the chief executive officer, chief financial officer or chief
accounting officer of the Company, stating that in the course of the performance
by the signer of his or her duties as an Officer of the Company, he or she would
normally have knowledge of any Default and whether or not such signer knows of
any Default that occurred during such period. If such signer does have knowledge
of a Default, the certificate shall describe the Default, its status and what
action the Company is taking or proposes to take with respect thereto. The
Company also shall comply with Section 314(a)(4) of the TIA.

The Company shall deliver to the Trustee, as soon as possible and in any
event within five days after the Company becomes aware of the occurrence of any
Default or Event of Default, an Officers153 Certificate setting forth the details
of such Default or Event of Default and the action that the Company is taking or
proposes to take with respect thereto.

Section 3.04 . Reservation of Common Stock.

The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock or shares
held in treasury by the Company, 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 3.05 . Issuance of Shares.

All shares of Common Stock delivered upon conversion of the Notes shall be
newly issued shares or shares held in treasury by the Company, shall have been
duly authorized and validly issued and shall be fully paid and nonassessable,
and shall be free from preemptive rights and free of any Lien or adverse claim.

Section 3.06 . Transfer Taxes.

If a Holder converts Notes for shares of Common Stock, the Company will pay
any and all documentary, stamp or similar issue or transfer tax due on the issue
of shares

of Common Stock upon the conversion. The Company shall not, however, be
required to pay any tax or duty that 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 3.07 . Reports.

(a) So long as any Notes are Outstanding, the Company shall (i) file with the
Commission within the time periods prescribed by its rules and regulations and
(ii) furnish to the Trustee and the Holders of the Notes within 15 days after
the date on which the Company would be required to file the same with the
Commission pursuant to its rules and regulations (giving effect to any grace
period provided by Rule 12b-25 under the Exchange Act), all quarterly and annual
financial information required to be contained in Forms 10-Q and 10-K and, with
respect to the annual consolidated financial statements only, a report thereon
by the Company153s independent auditors. The Company shall not be required to file
any report or other information with the Commission if the Commission does not
permit such filing, although such reports shall be required to be furnished to
the Trustee. Documents filed by the Company with the Commission via the EDGAR
system shall be deemed furnished to the Trustee and the Holders of the Notes as
of the time such documents are filed via EDGAR.

(b) In addition, if at any time the Company is not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company will
furnish to Holders, Beneficial Owners and prospective purchasers of the Notes or
shares issuable upon conversion of the Notes, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

ARTICLE 4
Successors

Section 4.01 . Merger, Consolidation, or Sale of Assets.

The Company shall not, directly or indirectly, consolidate with or merge into
any other Person in a transaction in which the Company is not the surviving
corporation or convey, transfer or lease the properties and assets of the
Company substantially as an entirety to any successor Person, unless:

(a) the successor Person, if any, is:

(i) a corporation organized and existing under the laws of the United States,
any state of the United States, or the District of Columbia, and

(ii) such Person assumes the Company153s obligations on the Notes and under
this Indenture pursuant to agreements reasonably satisfactory in form and
substance to the Trustee;

(b) immediately after giving effect to the transaction, no Default or Event
of Default will have occurred and be continuing; and

(c) the Company shall have delivered to the Trustee an Officers153 Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, comply with this
Article 4 and that all conditions precedent herein provided for relating to such
transaction have been satisfied.

Section 4.02. Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the properties or
assets of the Company in a transaction that is subject to, and that complies
with the provisions of, Section 4.01 hereof, the successor Person formed by such
consolidation with or into which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition, the provisions of this Indenture referring to the
“Company” shall refer instead to the successor Person and not
to the Company), and may exercise every right and power of the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein; and thereafter, except in the case of a lease, the
Company shall be discharged from all obligations and covenants under this
Indenture and the Notes.

ARTICLE 5
[Reserved]

ARTICLE 6
Conversion of Notes

Section 6.01. Conversion Right and Conversion Rate.

(a) Subject to and upon compliance with the provisions of this Article VI, at
the option of the Holder thereof, at any time prior to the close of business on
the date of Stated Maturity, unless earlier repurchased, any portion of the
principal amount of any Note that is an integral multiple of $1,000
(provided that the principal amount of such Note to remain Outstanding
after such conversion is equal to $2,000 or any integral multiple of $1,000 in
excess thereof) may be converted into fully paid and non-assessable

shares of Common Stock at the Conversion Rate, determined as hereinafter
provided, in effect at the time of conversion.

(b) If any Holder has submitted Notes for repurchase upon a Fundamental
Change in accordance with Article 11 hereof, such Notes submitted for repurchase
may be converted only if such Holder withdraws the election for repurchase in
accordance with Section 11.07 hereof.

(c) The rate at which shares of Common Stock shall be delivered upon
conversion (herein called the “Conversion Rate“) shall be
initially 49.5872 shares of Common Stock for each $1,000 principal amount of
Notes. The Conversion Rate will be adjusted under the circumstances provided in
Section 6.05. All calculations under this Article shall be made to the nearest
cent or to the nearest 1/10,000th of a share, as the case may be.

Section 6.02. Conversion Consideration.

(a) Upon surrendering any Notes for conversion, the Holder of such Notes
shall receive, in respect of each $1,000 principal amount of Notes, a number of
shares of Common Stock equal to the Conversion Rate in effect on the Conversion
Date plus cash, if any, in payment of fractional shares.

(b) When a Holder receives Common Stock upon conversion of Notes, such Holder
will also receive any rights under any stockholder rights plan that the Company
may adopt, whether or not the rights have separated from the Common Stock at the
time of conversion unless, prior to conversion, the rights have expired,
terminated or been exchanged.

Section 6.03. Exercise of Conversion Right.

(a) In order to exercise the conversion right:

(i) the Holder of any Definitive Note to be converted must: (i) complete and
manually sign a notice of conversion substantially in the form of Exhibit B
hereto (the “Conversion Notice“); (ii) deliver the Conversion
Notice and the Definitive Note to the Conversion Agent; and (iii) if required by
the Company, the Trustee or the Conversion Agent, furnish appropriate
endorsements and transfer documents; or

(ii) the holder of beneficial interests in any Global Note to be converted
must comply with the Applicable Procedures to cause the beneficial interests in
such Global Note to be delivered to the Conversion Agent,

and in either case, the Holder of a Definitive Note or holder of beneficial
interests in a Global Note will, if required, pay all transfer or similar taxes
that the Company is not otherwise required to pay pursuant to Section 3.06
hereof and, if required pursuant to

Section 6.03(b) hereof, pay funds equal to the interest payable on the next
Interest Payment Date.

The date on which a Holder of a Definitive Note or holder of a beneficial
interest in a Global Note completes the requirements of this Section 6.03(a)
shall be deemed to be the date of conversion (the “Conversion
Date“) for purposes of this Article VI. On and after the Conversion
Date, the conversion by such Holder or holder, as set forth in the Conversion
Notice, shall become irrevocable.

The Company shall deliver shares of Common Stock (and any cash in payment of
fractional shares) deliverable upon conversion to the Conversion Agent no later
than the third Business Day following the Conversion Date.

(b) Each Definitive Note surrendered (in whole or in part), or beneficial
interest in any Global Note surrendered to the Conversion Agent, for conversion
during a Record Date Period shall be accompanied by payment by the Holder in
same-day funds or other funds acceptable to the Company of an amount equal to
the interest payable on the applicable Interest Payment Date on the principal
amount of such Note (or part thereof, as the case may be) being surrendered for
conversion; provided, however, that no such payment by the
Holder need be made (i) if the Company has specified a Make-whole Fundamental
Change Repurchase Date during such Record Date Period or on the corresponding
Interest Payment Date; (ii) with respect to any Notes surrendered for conversion
following the Regular Record Date for the payment of interest immediately
preceding the Stated Maturity; or (iii) only to the extent of overdue interest,
if any overdue interest exists at the time of conversion with respect to such
Note.

The interest payable by the Company on such Interest Payment Date with
respect to any Note (or portion thereof, if applicable) that is surrendered for
conversion during a Record Date Period shall be paid to the Holder of such Note
as of such Regular Record Date in an amount equal to the interest that would
have been payable on such Note if such Note had been converted as of the close
of business on the applicable Interest Payment Date.

Except as provided in this Section 6.03(b), no cash payment or adjustment to
the Conversion Rate shall be made upon any conversion on account of any interest
accrued from the Interest Payment Date immediately prior to the Conversion Date,
in respect of any Note (or part thereof, as the case may be) surrendered for
conversion, or on account of any dividends on the Common Stock issued upon
conversion. The Company153s delivery to the Holder of the number of shares of
Common Stock (and cash in accordance with Section 6.04 and Section 6.05(f)) into
which a Note is convertible will be deemed to satisfy all of the Company153s
obligations with respect to such Note through the Conversion Date. Accordingly,
accrued but unpaid interest, if any, will be deemed to be paid in full rather
than canceled, extinguished or forfeited.

(c) Notes shall be deemed to have been converted immediately prior to the
close of business on the relevant 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 shares of Common Stock issuable upon conversion shall be
treated for all purposes as the record holder or holders of such Common Stock at
such time. Following any Conversion Date, the Company shall satisfy its
obligations with respect to such conversion by either:

(i) delivering to the Trustee, for delivery to the Holder (or such other
Person as may be named in the relevant Conversion Notice), certificates
representing the number of shares of Common Stock issuable upon such conversion;
or

(ii) delivering to such Holder (or such other Person as may be named in the
relevant Conversion Notice) such number of shares of Common Stock issuable upon
such conversion in accordance with the Applicable Procedures,

in each case, together with payment in cash, if any, as provided in Section
6.04 and Section 6.05(f) (such delivery of shares and cash payment, if any, the
“Settlement“); provided that shares of Common Stock
only will be deliverable in certificated form if the Holder exercising such
conversion has specifically requested in writing that delivery be in
certificates.

(d) In the case of any Note that is converted in part only, upon such
conversion the Company shall execute and, upon Company Order, 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.

Section 6.04. 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 Holder, the number of full shares that 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 (calculated to the nearest 1/10,000th of a
share) that would otherwise be issuable upon conversion of any Note or Notes (or
specified portions thereof), the Company shall calculate and pay a cash amount
equal to the product of such fraction of a share and the Closing Sale Price on
the Trading Day immediately preceding the Conversion Date.

Section 6.05. Adjustment of Conversion Rate.

(a) The Conversion Rate shall be subject to adjustment, without duplication,
from time to time upon the occurrence of any of the following:

(i) Stock Dividends in Common Stock.

In case the Company shall pay or make a dividend or other distribution on
shares of Common Stock, payable exclusively in shares of Common Stock, the
Conversion Rate shall be increased by dividing the Conversion Rate in effect
immediately prior to the opening of business on the day following the record
date fixed for the determination of stockholders entitled to receive such
dividend or other distribution by an adjustment factor equal to a fraction:

(B) the denominator shall be the sum of such number of shares and the total
number of shares constituting such dividend or other distribution,

such increase to become effective immediately after the opening of business
on the day following the record date fixed for such determination. If, after any
such record date fixed for determination, any dividend or distribution is not in
fact paid, the Conversion Rate shall be immediately readjusted, effective as of
the date the Company153s Board of Directors determines not to pay such dividend or
distribution, to the Conversion Rate that would have been in effect if such
determination date had not been fixed. For the purposes of this clause (i), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company. The Company will not pay any
dividend or make any distribution on shares of Common Stock held in the treasury
of the Company.

(ii) Issuance of Rights or Warrants.

In case the Company shall issue to all or substantially all holders of its
Common Stock rights or warrants that allow the holders to purchase or subscribe
for shares of Common Stock for a period expiring within 60 days from the date of
issuance of the rights or warrants at a price per share less than the Current
Market Price on the record date fixed for the determination of stockholders
entitled to receive such rights or warrants (other than (x) any rights or
warrants that by their terms will also be issued to any Holder upon conversion
of a Note into shares of Common Stock without any action required by the Company
or any other Person or (y) any rights or warrants are distributed to
shareholders of the Company upon a merger or consolidation as set forth in
Section 6.08 hereof, and taking into consideration in determining the price per
share any consideration received by the Company for such rights or warrants and
any amount payable on exercise or conversion thereof, with the value of such
consideration, if other than cash, to be determined by the Company), then the
Conversion Rate shall be increased by dividing the Conversion Rate in effect
immediately prior to the opening of business on the day following the record
date fixed for such determination by an adjustment factor equal to a fraction:

(A) the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to the opening of business on the day following
the record date fixed for such determination plus the number of shares
of Common Stock that the aggregate of the offering price of the total number of
shares of Common Stock so offered for subscription or purchase would purchase at
such Current Market Price; and

(B) the denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to the opening of business on the day following
the record date fixed for such determination plus the number of shares
of Common Stock so offered for subscription or purchase,

such increase to become effective immediately after the opening of business
on the day following the record date fixed for such determination. If, after any
such record date fixed for determination, any such rights 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 or warrants expire, or the date the Company153s Board of Directors
determines not to issue such rights or warrants, to the Conversion Rate that
would have been in effect if the unexercised rights or warrants had never been
granted or such determination date had not been fixed, as the case may be, and
as a result no additional shares are delivered or issued pursuant to such rights
or warrants. For the purposes of this clause (ii), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company. The Company will not issue any rights or warrants in
respect of shares of Common Stock held in the treasury of the Company.

(iii) Stock Splits and Combinations.

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

(iv) Distribution of Indebtedness, Securities or Assets.

In case the Company shall distribute by dividend or otherwise to all or
substantially all holders of its Common Stock evidences of its indebtedness,
securities, assets or rights, options or warrants to purchase the Company153s
securities (provided that

if these rights are only exercisable upon the occurrence of a specified
triggering event or events (“Trigger Event“), then the
Conversion Rate will not be adjusted until the Trigger Events occur, and any
shares of Common Stock delivered upon conversion of the Notes at any time
following distribution of such rights but prior to the expiration thereof or the
occurrence of a Trigger Event shall be accompanied by a corresponding amount of
such rights or warrants), but excluding:

(A) any dividends or distributions as to which an adjustment was effected
pursuant to clause (i) of this Section 6.05(a);

(B) any rights or warrants as to which an adjustment was effected pursuant to
clause (ii) of this Section 6.05(a); and

(the “Distributed Assets“), then (other than in the case as
described in clause (v) of this Section 6.05(a)) the Conversion Rate shall be
increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the opening of business on the
day following the record date fixed for the determination of stockholders
entitled to receive such distribution by an adjustment factor equal to a
fraction:

(A) the numerator of which shall be the Current Market Price per share of
Common Stock; and

(B) the denominator of which shall be the Current Market Price per share of
Common Stock on the record date fixed for such determination minus the
Fair Market Value, as determined by the Company153s Board of Directors, whose
determination in good faith shall be conclusive and described in a Board
Resolution delivered to the Trustee and certified by the Secretary or an
Assistant Secretary of the Company, of the portion of those Distributed Assets
applicable to one share of Common Stock,

such adjustment to become effective immediately after the opening of business
on the day following the record date fixed for the determination of stockholders
entitled to receive such distribution. If after any such record date fixed for
determination, any such distribution is not in fact made, the Conversion Rate
shall be immediately readjusted, effective as of the date the Company153s Board of
Directors determines not to make such distribution, to the Conversion Rate that
would have been in effect if such determination date had not been fixed.

Notwithstanding the foregoing, in cases where (A) the Fair Market Value per
share of the Distributed Assets equals or exceeds the Current Market Price of
the Common Stock, or (B) the Current Market Price of the Common Stock exceeds
the Fair

Market Value per share of the Distributed Assets by less than $1.00, in lieu
of the adjustment set forth in this Section 6.05(a)(iv), Holders will receive
upon conversion, in addition to shares of Common Stock, if any, the amount and
kind of Distributed Assets such Holders would have received upon conversion of
such Holders153 Notes if they had been converted immediately prior to the record
date for such distribution.

(v) Spin-Offs.

In case the Company shall distribute to all or substantially all holders of
its Common Stock shares of Capital Stock of any class or series, or similar
Equity Interests, of or relating to a Subsidiary or other business unit, which
Capital Stock is or Equity Interests are traded on The NASDAQ Global Select
Market, The NASDAQ Global Market, The New York Stock Exchange or another U.S.
national securities exchange or quoted on an established automated
over-the-counter trading market in the United States (a
“Spin-off“), then the Conversion Rate shall be increased so
that the same shall equal the rate determined by multiplying the Conversion Rate
in effect immediately prior to the opening of business on the day following the
record date fixed for the Spin-Off by an adjustment factor equal to a fraction:

(A) the numerator of which is the Current Market Price of the Common Stock,
plus the average of the Closing Sale Prices of the Capital Stock or
similar Equity Interests distributed to holders of Common Stock applicable to
one share of Common Stock over the ten consecutive Trading Days immediately
following, and including, the ex-dividend date for the Spin-Off; and

(B) the denominator of which is the Current Market Price of the Common Stock.

The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(v)
shall be made after the opening of business on the day after the tenth Trading
Day from, and including, the effective date of the Spin-Off, but shall be given
effect as of immediately prior to the opening of business on the day following
the record date fixed for the Spin-Off; provided that the Company may
delay delivery of any incremental shares of its Common Stock until the
information required for the calculation set forth in this Section 6.05(a)(v)
becomes available, if it is not available at the time at which Settlement of a
given conversion is to occur.

(vi) Cash Distributions.

In case the Company shall pay a dividend or make a distribution consisting
exclusively of cash to all or substantially all holders of outstanding shares of
Common Stock, then the Conversion Rate shall be increased so that the same shall
equal the rate determined by multiplying the Conversion Rate in effect
immediately prior to the opening of business on the day immediately following
the record date fixed for

determination of the stockholders entitled to receive such distribution by an
adjustment factor equal to a fraction:

(A) the numerator of which shall be equal to the Current Market Price; and

(B) the denominator of which shall be equal to the Current Market Price
minus the amount per share of such distribution,

such adjustment to become effective immediately after the opening of business
on the day immediately following the record date fixed for the determination of
stockholders entitled to receive such distribution.

Notwithstanding the foregoing, in cases where (A) the per share amount of
such distribution equals or exceeds the Current Market Price of the Common
Stock, or (B) the Current Market Price of the Common Stock exceeds the per share
amount of such distribution by less than $1.00, in lieu of the adjustment set
forth in this Section 6.05(a)(vi), Holders will receive upon conversion, in
addition to shares of Common Stock, if any, such distribution such Holders would
have received upon conversion of such Holders153 Notes if they had been converted
immediately prior to the record date for such distribution.

(vii) Tender or Exchange Offers.

In case the Company or any Subsidiary shall make a payment in respect of a
tender offer or exchange offer for any portion of the Common Stock, in which
event, to the extent the cash and value of any other consideration included in
the payment per share of Common Stock exceeds the Closing Sale Price of the
Common Stock on the Trading Day immediately following the last date on which
tenders or exchanges may be made pursuant to such tender offer or exchange offer
(the “Expiration Date“), as the case may be, then the
Conversion Rate shall be adjusted so that the same shall equal the rate
determined by multiplying the Conversion Rate immediately prior to the opening
of business on the Trading Day following the Expiration Date by an adjustment
factor equal to a fraction:

(A) the numerator of which shall be equal to the sum of (a) the Fair Market
Value, as determined by the Board of Directors of the Company, whose
determination in good faith shall be conclusive and described in a Board
Resolution delivered to the Trustee and certified by the Secretary of the
Company, of the aggregate consideration payable for all shares of Common Stock
purchased by the Company in the tender or exchange offer and (b) the product of
(i) the number of shares of Common Stock outstanding less any such
purchased shares and (ii) the Closing Sale Price of the Common Stock on the
Trading Day immediately following the Expiration Date; and

(B) the denominator of which shall be equal to the product of (a) the number
of shares of Common Stock outstanding, including any such purchased shares, and
(b) the Closing Sale Price of the Common Stock on the Trading Day immediately
following the Expiration Date.

The adjustment pursuant to this clause (vii) will become effective
immediately after the opening of business on the second Trading Day following
the Expiration Date.

(viii) Repurchases.

In case the Company or any of its Subsidiaries shall make a payment in
respect of a repurchase of Common Stock the consideration for which exceeds the
average of the Closing Sale Prices of the Common Stock for the five consecutive
Trading Days ending on the relevant repurchase date (such amount, the
“Repurchase Premium“), and that repurchase, together with any
other repurchases of Common Stock by the Company or any Subsidiary involving a
Repurchase Premium concluded within the preceding twelve months not triggering
an adjustment to the Conversion Rate, results in the payment by the Company of
an aggregate consideration exceeding an amount equal to 10% of the Market
Capitalization of the Common Stock, then the Conversion Rate shall be adjusted
so that the same shall equal the rate determined by multiplying the Conversion
Rate immediately prior to the opening of business on the day immediately
following the date of the repurchase triggering the adjustment by an adjustment
factor equal to a fraction:

(A) the numerator of which shall be equal to the Current Market Price of the
Common Stock; and

(B) the denominator of which shall be equal to (a) the Current Market Price
of the Common Stock minus (b) the quotient of (i) the aggregate amount
of all the Repurchase Premiums paid in connection with such repurchases and (ii)
the number of shares of Common Stock outstanding on the day immediately
following the date of the repurchase triggering the adjustment, as determined by
the Board of Directors of the Company, whose determination in good faith shall
be conclusive;

provided that no adjustment to the Conversion Rate shall be made to
the extent the Conversion Rate is not increased as a result of the above
calculation; and provided, further, that the repurchases of Common
Stock effected by the Company or its agent in conformity with Rule 10b-18 under
the Exchange Act will not be included in any adjustment to the Conversion Rate
made pursuant to this Section 6.05(a)(viii).

If a payment by the Company shall cause an adjustment to the Conversion Rate
under both clause (vii) and clause (viii) of this Section 6.05(a), the
provisions of Section 6.05(a)(viii) shall control.

The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii)
shall be made after the opening of business on the day after the fifth Trading
Day beginning on the Trading Day following the date of the repurchase triggering
the adjustment, but shall be given effect as of the close of business on the
date of the repurchase triggering the adjustment.

If any distribution or transaction described in clauses (i) through (viii) of
this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate
applicable to conversion of a given Note but the shares of the Common Stock
deliverable in respect of such conversion are not entitled to participate in the
relevant distribution or transaction (because such shares were not held on a
related record date or otherwise), then the Company shall adjust the number of
shares that it will deliver in respect of such conversion to reflect the
relevant distribution or transaction.

If any provision of this Indenture requires the averaging or summation of
Closing Sale Prices (including in connection with determining a Current Market
Price) or any functions thereof over a span of multiple days, the Company153s
Board of Directors shall make appropriate adjustments to such Closing Sale
Prices or functions thereof or the Conversion Rate to account for any adjustment
to the Conversion Rate that becomes effective, or any event requiring an
adjustment to the Conversion Rate in which the ex-dividend date of the event
occurs, at any time during the period over which such average or summation is to
be calculated.

(b) Listing Standards Limitation. Notwithstanding the above, certain
listing standards of The NASDAQ Global Select Market may limit the amount by
which the Company may increase the Conversion Rate pursuant to the events
described in Section 6.05(a)(ii), Section 6.05(a)(iv), Section 6.05(a)(v),
Section 6.05(a)(vi), Section 6.05(a)(vii) and Section 6.05(f). These standards
generally require the Company to obtain the approval of its stockholders before
entering into certain transactions that potentially result in the issuance of
20% or more of Common Stock outstanding at an effective price less than the
greater of book or market value (determined in accordance with applicable
guidelines of The NASDAQ Global Select Market) unless the Company obtains
stockholder approval of issuances in excess of such limitations. The Company
will not enter into any transaction, or take any other voluntary action, that
would require an increase of the Conversion Rate resulting in the Notes becoming
convertible into a number of shares of Common Stock in excess of any limitations
imposed by the continued listing standards of The NASDAQ Global Select Market,
without complying, if applicable, with the stockholder approval rules contained
in such listing standards. In accordance with such listing standards, the
provisions of this paragraph will apply at any time when the Notes are
Outstanding, regardless of whether the Company then has a class of securities
listed on The NASDAQ Global Select Market.

(c) No Adjustment. For the avoidance of doubt, except as provided
above no adjustment in the Conversion Rate shall be required:

(i) upon the issuance of (A) any shares of Common Stock or (B) options,
warrants or other rights to acquire Common Stock (including the issuance of
Common Stock pursuant to such options, warrants or other rights), in any
transaction resulting in an exchange for Fair Market Value, including in
connection with a reduction of indebtedness or liabilities of the Company or its
Subsidiaries including, without limitation, upon the conversion of convertible
securities of the Company outstanding on the date the Notes were issued or
pursuant to settlements with respect to claims related to any governmental or
private litigation, dispute, investigation, proceeding or other similar action;

(ii) upon the issuance of any shares of Common Stock pursuant to any present
or future plan or similar arrangement providing for the reinvestment of
dividends or interest payable on the Company153s securities and the investment of
additional optional amounts in shares of Common Stock under any such plan or
arrangement;

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

(iv) upon the issuance of any shares of Common Stock pursuant to any option,
warrant, right or exercisable, exchangeable or convertible security not
described in clause (iii) of this Section 6.05(c) and outstanding as of the date
the Notes were first issued;

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

(vi) for accrued and unpaid interest, if any.

In addition, the Company will not be required to make an adjustment in the
Conversion Rate unless the adjustment would require a change of at least 1% in
the Conversion Rate. The Company shall carry forward any adjustment that is less
than 1% of the Conversion Rate, take such carried-forward adjustments into
account in any subsequent adjustments, and make such carried-forward
adjustments, regardless of whether the aggregate adjustment is less than 1%, (a)
annually on the anniversary of the first date of issue of the Notes and (b)
otherwise (1) five Business Days prior to the Stated Maturity of the Notes or
(2) prior to any Conversion Date, unless such adjustment has already been made.

No adjustment will be made to the Conversion Rate or a Holder153s ability to
convert the Notes if (i) such Holder otherwise participates (as a result of
holding Notes) in a transaction that would otherwise trigger an adjustment
pursuant to Section 6.05(a) without converting; or (ii) upon conversion, such
Holder receives shares of Common

Stock entitled to participate in the transaction that would otherwise trigger
an adjustment as pursuant to Section 6.05(a).

(d) Increase in Conversion Rate due to Taxes. The Company may make
such increases in the Conversion Rate, for the remaining term of the Notes or
any shorter term, in addition to those required by clause (a) of this Section
6.05, as the Board of Directors of the Company considers to be advisable in
order to avoid or diminish any income tax to any holders of shares of Common
Stock or rights to purchase Common Stock resulting from any dividend or
distribution of stock or issuance of rights or warrants to purchase or subscribe
for stock or from any event treated as such for income tax purposes.

(e) Temporary Increase in Conversion Rate. To the extent permitted
by applicable law and the rules of The NASDAQ Global Select Market and any other
securities exchange on which the Common Stock is then listed, the Company from
time to time may increase the Conversion Rate by any amount for any period of
time if the period is at least twenty (20) Business Days, the increase is
irrevocable during such period, and the Company153s Board of Directors shall have
made a determination that such increase would be in the best interests of the
Company, which determination shall be conclusive. Whenever the Conversion Rate
is increased pursuant to the preceding sentence, the Company shall give notice
of the increase to the Holders in the manner provided in Section 12.02, with a
copy to the Trustee and Conversion Agent, 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.

(f) Make-whole Fundamental Change Adjustment. In case of a
Make-whole Fundamental Change, solely upon receipt by the Conversion Agent of
any Holder153s Conversion Notice on or after the Effective Date of the Make-whole
Fundamental Change and prior to the 45th day following such Effective Date (or,
if earlier and to the extent applicable, the close of business on the second
Business Day immediately preceding the Fundamental Change Repurchase Date (as
specified in the Fundamental Change Repurchase Right Notice)), the Company shall
increase the Conversion Rate for the Notes surrendered for conversion by such
Holder by the number of Additional Shares determined in accordance with this
Section 6.05(f).

A “Make-whole Fundamental Change” means any transaction or
event described in clause (2), (3) or (4) of the definition of a Fundamental
Change (including, for this purpose, any transaction or event described in
clause (3) thereof as if such clause did not include clause (b) thereto), other
than any such transaction or event pursuant to which at least 90% of the
consideration paid for the Common Stock (excluding cash payments for fractional
shares and cash payments made pursuant to dissenters153 appraisal rights) consists
of shares of Capital Stock traded on The NASDAQ Global Select Market, The NASDAQ
Global Market, The New York Stock Exchange or another U.S. national securities
exchange or quoted on an established automated over-the-counter trading market
in the United States (or that will be so traded or quoted immediately following
the

transaction) and as a result of such transaction or transactions the Notes
become convertible solely into such Capital Stock and such other consideration
received in connection with such transaction or transactions. The number of
Additional Shares will be determined by reference to the table below.

The following table sets forth the number of Additional Shares issuable per
$1,000 initial principal amount of Notes as a result of a Make-whole Fundamental
Change that occurs in the corresponding period:


	Stock Price ($)
Effective Date	$15.22		$20.00		$25.00		$30.00		$35.00		$40.00		$45.00		$50.00		$55.00		$60.00		$65.00		$75.00		$85.00		$100.00
October 18, 2010		16.11		10.40		7.35		5.56		4.38		3.54		2.92		2.43		2.05		1.73		1.47		1.07		0.78		0.48
October 15, 2011		16.11		10.01		6.95		5.21		4.09		3.31		2.72		2.27		1.92		1.62		1.38		1.01		0.74		0.45
October 15, 2012		16.11		9.56		6.47		4.79		3.74		3.02		2.49		2.08		1.76		1.49		1.27		0.93		0.68		0.42
October 15, 2013		16.11		9.04		5.90		4.28		3.32		2.67		2.21		1.85		1.56		1.33		1.14		0.84		0.61		0.38
October 15, 2014		16.11		8.37		5.19		3.66		2.81		2.26		1.87		1.57		1.33		1.14		0.98		0.72		0.53		0.33
October 15, 2015		16.11		7.49		4.28		2.91		2.21		1.78		1.47		1.24		1.06		0.91		0.78		0.58		0.43		0.27
October 15, 2016		16.11		6.30		3.14		2.02		1.52		1.23		1.03		0.87		0.75		0.64		0.56		0.42		0.31		0.19
October 15, 2017		16.11		4.50		1.64		0.99		0.77		0.63		0.53		0.46		0.39		0.34		0.29		0.22		0.17		0.10
October 15, 2018		16.11		0.48		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00

The Stock Prices set forth in the first row of the table above shall be
adjusted as of any date on which the Conversion Rate of the Notes is adjusted in
accordance with Section 6.05 hereof. The adjusted Stock Prices shall equal the
Stock Prices applicable immediately prior to such adjustment, multiplied by
an adjustment factor equal to 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 number of Additional Shares shall be adjusted in the same manner
and for the same events as the Conversion Rate as set forth in Section 6.05
hereof.

The exact Stock Prices and Effective Dates may not be set forth on the table;
in which case, if:

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

(B) the Stock Price is more than $100.00 per share (subject to adjustment),
no further adjustment will be made to the Conversion Rate as a result of the
Make-whole Fundamental Change; and

(C) the Stock Price is less than $15.22 per share (subject to adjustment), no
further adjustment will be made to the Conversion Rate as a result of the
Make-whole Fundamental Change.

Notwithstanding the foregoing, in no event shall the total number of shares
of Common Stock issuable upon conversion of a Note exceed 65.6972 per $1,000
principal amount of the Notes, after giving effect to the increase in the
Conversion Rate as set forth in Section 6.05(f) hereof, subject to the same
adjustments as set forth in Section 6.05(a) hereof.

Section 6.06. Notice of Adjustments of Conversion Rate.

Whenever the Conversion Rate is adjusted pursuant to Section 6.05 hereof:

(a) the Company shall compute the adjusted Conversion Rate in accordance with
Section 6.05 hereof and shall prepare an Officer153s Certificate setting forth (1)
the adjusted Conversion Rate, (2) the clause of Section 6.05 pursuant to which
such adjustment has been made, showing in reasonable detail the facts upon which
such adjustment is based, (3) the calculation of such adjustment and (4) the
date as of which such adjustment is effective, and such certificate shall
promptly be delivered to the Trustee and each Conversion Agent (which such
certificates shall be conclusive absent manifest error); 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 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.

Section 6.07. Cancellation of Converted Notes.

All Definitive Notes delivered for conversion shall be delivered to the
Conversion Agent or its agent to be canceled by or at the direction of the
Trustee, which shall dispose of the same as provided in this Indenture. Upon
conversions of beneficial interests in any Global Note, the Trustee or the Notes
Custodian, at the direction of the Trustee, shall reduce the aggregate principal
amount of Outstanding Notes represented by such Global Note to reflect the
conversion pursuant to Section 2.01(b).

Section 6.08. Provision in Case of Consolidation, Merger or Sale of
Assets.

In the event of (i) any reclassification of the Common Stock (other than
changes resulting from a subdivision or combination); (ii) any consolidation,
merger or binding share exchange involving the Company; or (iii) any sale,
assignment, conveyance, transfer, lease or other disposition to another Person
of the Company153s property and assets as an entirety or substantially as an
entirety; provided that in each case, holders of

the Common Stock are entitled to receive cash, securities or other property
for such holders153 shares of Common Stock (the “Reference
Property“), the Company or the successor or the purchasing Person, 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 6.01 to convert such Note only into the kind and amount of Reference
Property that a holder of a number of shares of Common Stock equal to the
Conversion Rate immediately prior to such transaction would have owned or been
entitled to receive upon such transaction. For purposes of this Section 6.08,
the kind and amount of consideration that a Holder would have been entitled to
receive as a holder of the Common Stock in the case of reclassifications,
consolidations, mergers, binding share exchanges, sales, assignments,
conveyances, transfers, leases or other dispositions that cause the Common Stock
to be converted into the right to receive more than a single type of
consideration (determined based in part upon any form of stockholder election)
will be deemed to be the weighted average of the kind and amount of
consideration received by the holders of the Common Stock that affirmatively
make such an election. The above provisions of this Section 6.08 shall similarly
apply to successive reclassifications, consolidations, mergers, share exchanges,
sales, assignments, conveyances, transfers, leases or other dispositions. 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 promptly upon such
execution. If the Notes become convertible into Reference Property, the Company
shall notify the Trustee, issue a press release containing the relevant
information and make the press release available on the Company153s website.

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 Officers153 Certificate and an Opinion of Counsel
with respect thereto, which the Company shall cause to be furnished to the
Trustee.

Section 6.09. Rights Issued in Respect of Common Stock.

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
Company153s Capital Stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a Trigger Event:

(a) are deemed to be transferred with such shares of Common Stock;

(b) are not exercisable; and

shall not be deemed distributed for purposes of Section 6.05(a) until the
occurrence of the earliest Trigger Event. In addition, in the event of any
distribution of rights or warrants, or any Trigger Event with respect thereto,
that shall have resulted in an adjustment to the Conversion Rate under Section
6.05(a), (A) 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 warrants
(assuming such holder had retained such rights or warrants), made to all holders
of Common Stock as of the date of such redemption or repurchase, and (B) in the
case of any such rights or warrants all of which shall have expired without
exercise by any holder thereof, the Conversion Rate shall be readjusted as if
such issuance had not occurred.

Section 6.10. Responsibility of Trustee and Conversion Agent for
Conversion Provisions.

The Trustee 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 Common Stock, or of any
other securities 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 securities or property or cash upon the surrender of
any Note for the purpose of conversion; and the Trustee and any Conversion Agent
shall not be responsible for any failure of the Company to comply with any of
the covenants of the Company contained in this Article 6.

ARTICLE 7
Defaults and Remedies

Section 7.01. Events of Default.

Each of the following is an “Event of Default“:

(i) a default in the payment of any installment of interest upon any of the
Notes as and when the same shall become due and payable, and continuance of such
default for a period of 30 days;

(ii) a default in the payment of all or any part of the principal of any of
the Notes as and when the same shall become due and payable at Stated Maturity;

(iii) a default on the part of the Company in the performance, or breach by
the Company, of any other covenant or agreement on the part of the Company set
forth in, or deemed to be incorporated by reference to the Trust Indenture Act
into, the Notes or in this Indenture (other than a covenant or agreement in
respect of which a default or breach by the Company is specifically dealt with
in this Section 7.01), and continuance of such default or breach without cure or
waiver for a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee, or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Notes at the time
Outstanding, a written notice specifying such failure and requiring the same to
be remedied;

(iv) the Company fails to pay the Fundamental Change Repurchase Price of any
Note when due (including, without limitation, on any Fundamental Change
Repurchase Date);

(v) the Company fails to deliver shares of Common Stock and cash, if any, in
payment of fractional shares upon conversion of Notes within the time period
required by this Indenture;

(vi) the Company fails to timely provide the Fundamental Change Repurchase
Right Notice, if required by this Indenture, if such failure continues for 30
days after notice to the Company of its failure to do so;

(vii) any indebtedness for money borrowed by the Company or any of its
Subsidiaries (all or substantially all of the outstanding voting securities of
which are owned, directly, or indirectly, by the Company) in an aggregate
outstanding principal amount in excess of $25.0 million is not paid at final
maturity or upon acceleration and such indebtedness is not discharged, or such
acceleration is not cured or rescinded, within 10 days after written notice
specifying such failure and requiring the same to be remedied;

(viii) a failure by the Company or any of its Subsidiaries (all or
substantially all of the outstanding voting securities of which are owned,
directly, or indirectly, by the Company) to pay final and non-appealable
judgments entered by a court or courts of competent jurisdiction, the aggregate
uninsured or unbonded portion of which is at least $25.0 million, if the
judgments are not paid, discharged or stayed within 60 days;

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

(A) commences a voluntary case,

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

(D) makes a general assignment for the benefit of its creditors; and

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

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

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

and the order or decree remains unstayed and in effect for 60 consecutive
days.

Notwithstanding the foregoing, in addition to any Additional Interest as set
forth in Section 2.10, at the election of the Company, the sole remedy for an
Event of Default specified in Section 7.01(iii) relating to (x) any failure by
the Company to comply with its reporting obligations to the Trustee and the
Commission as set forth in Section 3.07 or (y) any failure by the Company to
comply with the requirements of Section 314(a)(1) of the TIA (each, a
“Reporting Default“) shall, for the first 90 days after the
occurrence of such Reporting Default, consist exclusively of the right to
receive Additional Interest on the Notes at an annual rate equal to 0.25% of the
principal amount of the Notes. In the event that the Company does not elect to
pay the Additional Interest upon a Reporting Default in accordance with this
paragraph, the Notes will be subject to acceleration as provided herein.

The Additional Interest will accrue on all Outstanding Notes from and
including the date on which a Reporting Default first occurs up to but not
including the 90th day thereafter (or such earlier date on which the Reporting
Default shall have been cured or waived pursuant to Section 7.04). On such 90th
day (or earlier, if such Reporting Default is cured or waived pursuant to
Section 7.04 prior to such 90th day), such Additional

Interest will cease to accrue and shall become due and payable and, if such
Reporting Default has not been cured or waived pursuant to Section 7.04 prior to
such 90th day, then the Trustee or the Holders of not less than 25% in principal
amount of the Notes may declare the principal of and accrued and unpaid interest
on all such Notes to be due and payable immediately. This provision shall not
affect the rights of Holders in the event of the occurrence of any other Event
of Default.

If the Company elects to pay the Additional Interest in accordance with this
Section 7.01, the Company shall notify, in the manner provided for in Section
12.02, the Holders and the Trustee of such election at any time on or before the
close of business on the date on which such Reporting Default first occurs. If
the Additional Interest is payable under this Section 7.01, the Company shall
deliver to the Trustee an Officers153 Certificate to that effect stating the date
on which the Additional Interest is payable. Unless and until a Responsible
Officer receives at the Corporate Trust Office such a certificate, the Trustee
may assume without inquiry that no Additional Interest is payable. If the
Additional Interest has been paid by the Company directly to the Persons
entitled to such fee, the Company shall deliver to the Trustee an Officer153s
Certificate setting forth the particulars of such payment.

Section 7.02. Acceleration.

(a) In the case of an Event of Default specified in clause (ix) or (x) of
Section 7.01 hereof with respect to the Company, all Outstanding Notes will
become due and payable immediately without further action or notice by the
Trustee or any Holder. Subject to Section 7.01, if any other Event of Default
occurs and is continuing, the Trustee 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 immediately. Upon any such declaration, the Notes
shall become due and payable immediately.

(b) Notwithstanding the foregoing, if an Event of Default specified in clause
(vii) of Section 7.01 occurs resulting in a declaration of acceleration of the
Notes, such declaration of acceleration shall be automatically annulled if such
Event of Default triggering such declaration of acceleration pursuant to clause
(vii) of Section 7.01 shall have been remedied or cured by the Company or any of
its Subsidiaries or waived by the holders of the relevant indebtedness within 60
days of the declaration of acceleration with respect thereto and if (i) the
annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a court of competent jurisdiction and (ii) all existing Events of
Default, except nonpayment of principal or interest on the Notes or nonpayment
of the conversion obligation set forth in Section 6.02, in either case that
became due and payable solely because of the acceleration of the Notes, have
been cured or waived.

(c) At any time after a declaration of acceleration with respect to the Notes
as described in this Section 7.02, the Holders of a majority in aggregate
principal amount of the Outstanding Notes may rescind and cancel such
declaration and its consequences: (i)

if the rescission would not conflict with any judgment or decree of a court
of competent jurisdiction; (ii) if all existing Events of Default have been
cured or waived except nonpayment of principal or interest and nonpayment of the
conversion obligation set forth in Section 6.02 that has become due solely
because of the acceleration; (iii) to the extent the payment of such interest is
lawful, interest on overdue installments of interest and overdue principal,
which has become due otherwise than by such declaration of acceleration, has
been paid; and (iv) if the Company has paid the Trustee its reasonable
compensation and reimbursed the Trustee for its expenses, disbursements and
advances (including, but not limited to, reasonable attorneys153 fees and
expenses). No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

Section 7.03. Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal 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.

Section 7.04. Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then
Outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive an existing Default and its consequences hereunder, except a
continuing Default in:

(a) the payment of the principal of, or interest on, the Notes (including in
connection with an offer to purchase); 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, in accordance with Section
7.02;

(b) the conversion of any Note into shares of Common Stock or cash, if any,
in payment of fractional shares in accordance with the provisions of such Note
and this Indenture; or

(c) compliance with any of the provisions of this Indenture that would
require the consent of the Holder of each Outstanding Note affected thereby.

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

Section 7.05. 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 unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

Section 7.06. Limitation on Suits.

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

(a) such Holder gives to the Trustee written notice that an Event of Default
is continuing;

(b) Holders of at least 25% in aggregate principal amount of the then
Outstanding Notes make a written request to the Trustee to pursue the remedy as
Trustee;

(c) such Holder or Holders offer and, if requested, provide to the Trustee
security or indemnity reasonably 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 of security or indemnity; and

(e) during such 60-day period, Holders of a majority in aggregate principal
amount of the then Outstanding Notes do not give the Trustee a direction
inconsistent with such 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 7.07. Rights of Holders of Notes to Receive Payment or Effect
Conversion.

Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal and interest on the Note, on or
after the respective due dates expressed in the Note (including in connection
with an offer to purchase), or to bring suit for the enforcement of any such
payment on or after such respective dates or

the right to convert Notes in accordance with Article VI of this Indenture,
shall not be impaired or affected without the consent of such Holder.

Section 7.08. Collection Suit by Trustee.

If an Event of Default specified in Section 7.01(i) or (ii) hereof 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, and to enforce such judgment
and collect the moneys adjudicated or decreed to be payable, for the whole
amount of principal of and interest remaining unpaid on the Notes, interest on
overdue principal 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 7.09. 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), its creditors or its 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 8.07. 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 8.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other 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 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 7.10. Priorities.

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

First: to the Trustee (or any predecessor Trustee), its agents and attorneys
for amounts due under Section 8.07, including payment of all compensation,
expenses 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 and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for principal and
interest, respectively; and

Third: to the Company or 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 7.10. If a record date is fixed, the Trustee
shall send, by first class mail, electronically or by any other means approved
by the Trustee to the Holders of the Notes of record a notice at least 30 days
but not more than 60 days before the payment date. Such notice shall state: (1)
that a payment is being made pursuant to this Section 7.10, (2) the relevant
Default and the circumstances giving rise to the collection of money pursuant to
this Section 7.10, (3) the payment date and (4) the amount of such payment per
$1,000 of Notes.

Section 7.11. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Note by his
acceptance thereof shall be deemed to have agreed, 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 attorneys153 fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 7.11
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant
to Section 7.06 hereof, or a suit by Holders of more than 10% in aggregate
principal amount of the then Outstanding Notes.

ARTICLE 8
Trustee

Section 8.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall
exercise 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 Person153s own affairs;
provided, to the extent permitted by the TIA, that if an Event of Default occurs
and is continuing, the Trustee

will be under no obligation to exercise any of the rights or powers under
this Indenture at the request or direction of any of the Holders unless such
Holders have provided the Trustee indemnity or security reasonably satisfactory
to the Trustee against loss, liability or expense.

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

(i) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture 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, directions, notices or opinions furnished
to the Trustee and conforming to the requirements of this Indenture. However, in
the case of any such certificates, directions, notices or opinions which by any
provisions hereof are specifically required to be furnished to the Trustee, the
Trustee shall examine such 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 mathematical calculations or other facts stated
therein).

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

(i) this paragraph does not limit the effect of 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
negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it
pursuant to Section 7.05.

(d) 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.

(e) Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

(f) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder or in the exercise of any of its rights or
powers, if it shall have

reasonable grounds to believe that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

(g) Every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section 8.01 and to the provisions of the TIA.

(h) 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 provided to the Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses (including
reasonable attorneys153 fees and expenses) and liabilities that might be incurred
by it in compliance with such request or direction.

Section 8.02. Rights of Trustee.

(a) The Trustee may conclusively rely and shall be fully protected in acting
or refraining from acting upon any paper or document believed by it to be
genuine and to have been signed or presented by the proper Person or Persons.
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
Officers153 Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the
Officers153 Certificate or Opinion of Counsel.

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

(d) Subject to Section 8.01(c), the Trustee shall not be liable for any
action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers.

(e) The Trustee may consult with counsel of its selection, and the advice or
opinion of such counsel appointed with due care with respect to legal matters
relating to this Indenture and the Notes shall be full and complete
authorization and protection from liability in respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

(f) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, notice, request, direction, consent, order, bond or other paper or
document; but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit and, if the Trustee
shall determine to make such further inquiry or

investigation, it shall be entitled to examine the books, records and
premises of the Company at reasonable times, in a reasonable manner and upon
reasonable advance notice, personally or by agent or attorney at the sole cost
of the Company and shall incur no liability or additional liability of any kind
by reason of such inquiry or investigation.

(g) The Trustee shall not be deemed to have knowledge of any Default or Event
of Default except, (i) during any period it is serving as Registrar and Paying
Agent for the Notes, any Event of Default occurring pursuant to Sections
7.01(i), 7.01(ii), 7.01(iv) or 7.01(v) or (ii) any Default or Event of Default
of which a Responsible Officer shall have obtained actual knowledge or received
written notification of such default, which is in fact a Default or Event of
Default, at the Corporate Trust Office of the Trustee and such notice references
the Notes and this Indenture. The term “actual knowledge” shall
mean the actual fact or statement of knowing by a Responsible Officer without
independent investigation with respect thereto.

(h) Delivery of the reports, information and documents to the Trustee is for
informational purposes only and the Trustee153s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company153s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers153 Certificates).

(i) 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.

(j) The rights, privileges, protections, immunities and benefits given to the
Trustee, including 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.

(k) The Trustee may request that the Company deliver an Officers153 Certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture, which Officers153
Certificate may be signed by any Person authorized to sign an Officers153
Certificate, including any Person specified as so authorized in any such
certificate previously delivered and not superseded.

Section 8.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent, Conversion Agent,
Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Trustee must comply with Sections 8.10 and 8.11. In addition, the
Trustee shall be permitted to engage in transactions with the Company;
provided, however, that if the Trustee acquires any
conflicting interest (as such term is

defined in Section 310(b) of the TIA) the Trustee must (i) eliminate such
conflict within 90 days of acquiring such conflicting interest, (ii) apply to
the Commission for permission to continue acting as Trustee or (iii) resign as
Trustee hereunder.

Section 8.04. Trustee153s 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 Company153s use
of the Notes or the proceeds from the Notes, and it shall not be responsible for
any statement of the Company in this Indenture or in any document issued or
offering circular (or similar document) used in connection with the sale of the
Notes or in the Notes other than the Trustee153s certificate of authentication or
for the use or application of any funds received by any Paying Agent other than
the Trustee.

Section 8.05. Notice of Defaults. If a Default or Event of Default
occurs and is continuing and if a Responsible Officer has actual knowledge
thereof, the Trustee shall mail to each Holder notice of the Default or Event of
Default within 90 days after it occurs unless such Default or Event of Default
has been cured or waived.

Except in the case of a Default or Event of Default in payment of principal
of, or interest on any Note (including payments pursuant to the required
repurchase provisions of such Note, if any), the Trustee may withhold the notice
if and so long as its board of directors, a committee of its board of directors
or a committee of its Responsible Officers and/or a Responsible Officer in good
faith determines that withholding the notice is in the interests of registered
Holders.

Section 8.06. Reports by Trustee to Holders. As promptly as
practicable after each April 1 beginning with the April 1 following the date of
this Indenture, and in any event prior to October 1 in each year, the Trustee
shall mail to each Holder a brief report dated as of such April 1 that complies
with TIA § 313(a), if and to the extent such report may be required by the TIA.
The Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit
by mail all reports required by TIA § 313(c).

A copy of each report at the time of its mailing to Holders shall be filed
with the Commission and each stock exchange (if any) on which the Notes are
listed. The Company agrees to notify promptly the Trustee in writing whenever
the Notes become listed on any stock exchange and of any delisting thereof

Section 8.07. Compensation and Indemnity. The Company covenants and
agrees: (a) to pay to the Trustee from time to time, and the Trustee shall be
entitled to such compensation for all services rendered by it hereunder as shall
be agreed by the Company and the Trustee in writing (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust); (b) to reimburse the Trustee and each predecessor Trustee upon its
request for all expenses, fees, disbursements and advances incurred or made by
or on behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation, fees, and the expenses and

disbursements of its counsel and of all agents and other Persons not
regularly in its employ), except any such expense, disbursement or advance as
shall be determined to have been caused by its own negligence or willful
misconduct; and (c) to indemnify the Trustee and each predecessor Trustee for,
and to hold it harmless against, any loss, liability, damage, claim or expense,
including taxes, if any (other than taxes based upon, determined by or measured
by the income of the Trustee), incurred without negligence or willful misconduct
on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and its duties
hereunder, including enforcement of this Section 8.07. The obligations of the
Company under this Section to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each predecessor
Trustee for expenses, fees, disbursements and advances shall constitute an
additional obligation hereunder and shall survive the satisfaction and discharge
of this Indenture, the resignation or removal of the Trustee or the termination
of this Indenture. To secure the obligations of the Company to the Trustee under
this Section 8.07, the Trustee shall have a prior Lien upon all property and
funds held or collected by the Trustee as such, except funds and property paid
by the Company and held in trust for the benefit of the Holders of particular
Notes. When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 7.01(ix) or (x) occurs, such expenses and
compensation for services are intended to constitute expenses of administration
under Bankruptcy Law.

Section 8.08. Replacement of Trustee. The Trustee may resign at any
time by so notifying the Company. The Holders of a majority in principal amount
of the Notes may remove the Trustee by so notifying the Company and the Trustee
in writing and the Company may appoint a successor Trustee. The Company shall
remove the Trustee if:

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

(ii) the Trustee is adjudged bankrupt or insolvent;

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

(iv) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed by the Company or by the Holders of a
majority in principal amount of the Notes and the Company does not reasonably
promptly appoint a successor Trustee, or if a vacancy exists in the office of
Trustee for any reason (the Trustee in such event being referred to herein as
the retiring Trustee), the Holders of a majority in aggregate principal amount
of the Notes may appoint 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. The retiring Trustee shall upon
payment of its charges hereunder promptly transfer all property held by it as
Trustee to the successor Trustee, upon payment of any fees and expenses due and
owing to it hereunder.

If the Company has not appointed a successor Trustee within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee or the Holders of
10% in principal amount of the Notes may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Trustee.

If the Trustee fails to comply with Section 8.10, unless the Trustee153s duty
to resign is stayed as provided in TIA § 310(b), any Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section 8.08,
the Company153s obligations under Section 8.07 shall continue for the benefit of
the retiring Trustee.

Section 8.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

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

Section 8.10. Eligibility; Disqualification. There shall at all
times be a Trustee hereunder which shall be eligible to act as Trustee under
Trust Indenture Act Sections 310(a)(1) and (2) and which shall have a combined
capital and surplus of at least $100,000,000, and have a Corporate Trust Office
in the Borough of Manhattan in New York City, State of New York. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of any federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect

hereinafter specified in this Article. To the extent permitted by the Trust
Indenture Act, the Trustee shall not be deemed to have a conflicting interest by
virtue of being Trustee under (x) the indenture dated as of April 10, 2006
between the Company and the Trustee, (y) the indenture dated as of June 11, 2007
between the Company and the Trustee and (z) the indenture dated as of March 15,
2010 between the Company and the Trustee.

Section 8.11. Preferential Collection of Claims Against Company. If
and when the Trustee shall be or become a creditor of the Company, the Trustee
shall comply with TIA § 311(a), excluding any creditor relationship listed in
TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA
§ 311(a) to the extent indicated.

ARTICLE 9
Satisfaction and Discharge of Indenture; Unclaimed Moneys

Section 9.01. Satisfaction and Discharge of Indenture. When (a) the
Company delivers to the Trustee all Outstanding Notes (other than Notes which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.07) for cancellation or (b) all Outstanding Notes have
become due and payable and the Company deposits with the Trustee, the Paying
Agent or the Conversion Agent, as applicable, whether at the Stated Maturity, or
any Fundamental Change Repurchase Date, upon conversion or otherwise, cash or
shares of Common Stock (or Reference Property) and cash, as applicable under
this Indenture, sufficient to pay all amounts due and owing on all Outstanding
Notes (other than Notes which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 2.07); and if, in any such case,
the Company shall also pay or cause to be paid all other sums payable hereunder
by the Company, then this Indenture shall cease to be of further effect, and the
Trustee, on demand of the Company accompanied by an Officers153 Certificate and an
Opinion of Counsel, each stating that all conditions precedent relating to the
satisfaction and discharge contemplated by this provision have been complied
with, and at the cost and expense of the Company, shall execute proper
instruments acknowledging such satisfaction and discharging this Indenture. The
Company agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred, and to compensate the Trustee for any services
thereafter reasonably and properly rendered, by the Trustee in connection with
this Indenture or the Notes.

Section 9.02. Application of Funds or Securities Deposited for Payment of
Notes. All moneys or securities deposited with the Trustee, Paying Agent or
Conversion Agent, as applicable, shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent or Conversion Agent (other
than the Company or any Subsidiary thereof, as applicable), to the Holders of
the Notes for the payment of which such moneys or securities have been
deposited, of all sums due and to become due thereon, but such money need not be
segregated from other funds or securities except to the extent required by law.

Section 9.03. Repayment by Trustee, Paying Agent or Conversion Agent.
In connection with the satisfaction and discharge of this Indenture with
respect to the Notes, all moneys or securities then held by any Paying Agent or
Conversion Agent under the provisions of this Indenture with respect to the
Notes shall, upon demand of the Company, be repaid to it and thereupon such
Paying Agent or Conversion Agent shall be released from all further liability
with respect to such moneys or securities.

Any moneys or securities deposited with or paid to the Trustee, Paying Agent
or Conversion Agent, as applicable, for the payment of any amount on the Notes
and not applied but remaining unclaimed for two years after the date upon which
such amount shall have become due and payable, shall, upon the written request
of the Company and unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property law, be repaid to the
Company by the Trustee, Paying Agent or Conversion Agent, as applicable, and the
Holder of the Notes shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property laws, thereafter look only
to the Company for any payment which such Holder may be entitled to collect, and
all liability of the Trustee, Paying Agent or Conversion Agent with respect to
such moneys or securities shall thereupon cease; provided,
however, that the Trustee, Paying Agent or Conversion Agent, before
being required to make any such repayment with respect to moneys or securities
deposited with it for any payment in respect of the Notes, shall, at the expense
of the Company, transmit to Holders of Global Notes in accordance with the
customary procedures of the Depositary and mail by first-class mail to Holders
of Definitive Notes at their addresses as they shall appear on the Note Register
notice that such moneys or securities remain and that, after a date specified
therein, which shall not be less than 30 days from the date of such
communication or mailing, any unclaimed balance of such money or securities then
remaining will be repaid to the Company.

ARTICLE 10
Supplemental Indentures and Amendments

Section 10.01. Without Consent of Holders. Without the consent of
any Holders, the Company, when authorized by a Board Resolution of the Company,
and the Trustee, at any time and from time to time, may amend, waive, modify or
supplement this Indenture or the Notes for any of the following purposes:

(a) to cure any ambiguity, omission, defect or inconsistency that does not
adversely affect the rights of any Holder in any material respect;

(b) to provide for the assumption of the Company153s obligations under this
Indenture and the Notes in accordance with Article 4;

(d) to add covenants that would benefit the Holders of the Notes or to
surrender any rights of the Company under this Indenture;

(e) to add Events of Default with respect to the Notes;

(f) to make any change that does not adversely affect any Outstanding Notes
in any material respect;

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

(h) to provide for the issuance of Additional Notes in accordance with the
limitations set forth in this Indenture as of the date hereof.

Section 10.02. With Consent of Holders. With the written consent of
the Holders of not less than a majority in aggregate principal amount of the
Outstanding Notes (including, without limitation, Additional Notes, if any)
delivered to the Company and the Trustee, the Company when authorized by a Board
Resolution, together with the Trustee, may amend, waive, modify or supplement
any other provision of this Indenture or the Notes; provided,
however, that no such amendment, waiver, modification or supplement
may, without the written consent of the Holder of each Outstanding Note affected
thereby:

(a) change the Stated Maturity on any Note;

(b) reduce the principal amount of or interest on any Note payable at Stated
Maturity or repurchase;

(d) modify the provisions with respect to a Holder153s rights to require the
Company to repurchase Notes upon a Fundamental Change in a manner adverse to the
Holders of the Notes, including the Company153s obligations to repurchase the
Notes following a Fundamental Change;

(e) adversely affect the rights of Holders under the conversion provisions of
the Notes;

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

(g) make any change in the percentage of principal amount of Notes necessary
to waive compliance with provisions of this Indenture;

(h) make any change to this Section 10.02 or Section 10.03 (other than to
increase the percentage in principal amount required for modification or waiver
or to provide for consent of each affected Holder of Notes);

(i) waive a Default or Event of Default in the payment of principal or
interest on the Notes (except a rescission of acceleration of the Notes by the
Holders thereof as provided in Section 7.02(b) of this Indenture and a waiver of
the payment default that resulted from such acceleration); or

(j) modify the ranking or priority of any Note in any manner adverse to the
Holders of the Notes.

Upon the written request of the Company accompanied by a copy of a Board
Resolution authorizing the execution of any such supplemental indenture or other
agreement, instrument or waiver, and upon the filing with the Trustee of
evidence of the consent of Holders as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture or other agreement,
instrument or waiver.

It shall not be necessary for any act of Holders under this Section to
approve the particular form of any proposed supplemental indenture or other
agreement, instrument or waiver, but it shall be sufficient if such act shall
approve the substance thereof.

Section 10.03. Execution of Supplemental Indentures, Agreements and
Waivers. In executing, any supplemental indenture, agreement, instrument or
waiver permitted by this Article 10 or the modifications thereby of this
Indenture, the Trustee shall be provided with, and (subject to Section 8.01
hereof) shall be fully protected in relying upon, an Opinion of Counsel and an
Officers153 Certificate from each obligor under the Notes entering into such
supplemental indenture, agreement, instrument or waiver, each stating that the
execution of such supplemental indenture, agreement, instrument or waiver (a) is
authorized or permitted by this Indenture; (b) does not violate the provisions
of any agreement or instrument evidencing any other Indebtedness of the Company,
or any Subsidiary of the Company; and (c) that all conditions precedent in this
Indenture relating to such Supplemental Indenture have been complied with. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture, agreement, instrument or waiver which affects the Trustee153s own
rights, duties or immunities under this Indenture, the Notes or otherwise.

Section 10.04. Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article 10, this Indenture, the Notes,
if applicable, shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture and the Notes, if applicable, as
the case may be, for all purposes; and every Holder of Notes theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

Section 10.05. Compliance with Trust Indenture Act. Every
supplemental indenture or amendment to this Indenture or the Notes shall comply
with the TIA as then in effect.

Section 10.06. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in a form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Notes so modified
as to conform, in the opinion of the Trustee and the Board of Directors of the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee, at the expense of the
Company, upon a Company Order in exchange for Outstanding Notes.

Section 10.07. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Note shall bind the Holder
and every subsequent Holder of that Note or portion of the Note that evidences
the same debt as the consenting Holder153s Note, even if notation of the consent
or waiver is not made on the Note. However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder153s Note or portion of the Note
if the Trustee receives the notice of revocation before the date the amendment
or waiver becomes effective. After an amendment or waiver becomes effective, it
shall bind every Holder. An amendment or waiver made pursuant to Section 10.02
shall become effective upon receipt by the Trustee of the requisite number of
written consents.

The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to give their consent or take any
other action described above or required or permitted to be taken pursuant to
this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
give such consent or to revoke any consent previously given or to take any such
action, whether or not such Persons continue to be Holders after such record
date. No such consent shall become valid or effective more than 120 days after
such record date.

Section 10.08. Notation on or Exchange of Notes. If an amendment
changes the terms of a Note, the Trustee may require the Holder of the Note to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Note regarding the changed terms and return it to the Holder. Alternatively, if
the Company or the Trustee so determines, the Company in exchange for the Note
shall issue and the Trustee, at the expense of the Company, shall authenticate a
new Note that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Note shall not affect the validity of such amendment.

ARTICLE 11
Offer to Repurchase Upon a Fundamental Change

Section 11.01. Purchase of Notes at Option of Holder Upon a Fundamental
Change. (a) Subject to Section 11.04 hereof, upon the occurrence of a
Fundamental Change at any time prior to Stated Maturity, each Holder may require
the Company to repurchase the Notes on a date chosen by the Company in its sole
discretion that is no less than 20 Business Days and no more than 35 Business
Days (subject to extension to comply with applicable law) after the Company
sends the Fundamental Change Repurchase Right Notice (the “Fundamental
Change Repurchase Date“), and the Company shall repurchase on the
Fundamental Change Repurchase Date, any or all Notes submitted for repurchase
for cash, at a price equal to 100% of the aggregate principal amount thereof
plus accrued and unpaid interest, if any, to but not including the Fundamental
Change Repurchase Date (the “Fundamental Change Repurchase
Price“), 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 shall 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. The principal amount
of the Notes submitted for repurchase shall be equal to $2,000 or an integral
multiple of $1,000 in excess thereof and the principal amount of such Notes to
remain Outstanding, if any, shall be equal to $2,000 or an integral multiple of
$1,000 in excess thereof.

(b) Notwithstanding anything contained herein to the contrary, Holders of the
Notes will not have the right to require the Company to repurchase any Notes
pursuant to the occurrence of any of the events identified in clauses (2) or (3)
of the definition of Fundamental Change (and the Company will not be required to
deliver the Fundamental Change Repurchase Right Notice incidental thereto), if
at least 90% of the consideration paid for the Common Stock (excluding cash
payments for fractional shares, cash payments made pursuant to dissenters153
appraisal rights and cash dividends) in a Fundamental Change under clause (2) or
clause (3) of the definition of Fundamental Change consists of shares of common
stock traded on The NASDAQ Global Select Market, The NASDAQ Global Market, The
New York Stock Exchange or another U.S. national securities exchange or quoted
on an established automated over-the-counter trading market in the United States
(or will be so traded or quoted immediately following the merger or
consolidation) and, as a result of such Fundamental Change, the Notes become
convertible into such shares of such common stock.

(c) At least 20 Business Days prior to the anticipated effective date of a
Fundamental Change (or if the Company does not have actual notice of a
Fundamental Change 20 Business Days prior to the effective date, as soon as the
Company has actual notice of such Fundamental Change), the Company will provide
to all Holders of the Notes, the Trustee, the Paying Agent, the Registrar and
the Conversion Agent a written notice (the “Fundamental Change
Notice“) stating:

(i) if applicable, whether the Company will adjust the Conversion Rate
pursuant to Section 6.05(f) hereof;

(ii) the anticipated effective date of the Fundamental Change; and

(iii) whether the Company expects that Holders will have the right to require
the Company to repurchase their Notes as described in this Article 11.

Section 11.02. Fundamental Change Repurchase Right Notice. On or
before the 20th Trading Day after the effective date of a Fundamental Change,
the Company will provide to all Holders of the Notes and the Trustee, the Paying
Agent, the Registrar and the Conversion Agent a notice of the occurrence of the
Fundamental Change and of the resulting repurchase right (the
“Fundamental Change Repurchase Right Notice“). Each Fundamental
Change Repurchase Right Notice shall state:

(i) the events causing the Fundamental Change;

(ii) if the Company is required to adjust the Conversion Rate and related
conversion obligation as described in Section 6.05(f) hereof pursuant to a
Make-whole Fundamental Change, the Conversion Rate and any adjustments to the
Conversion Rate;

(iii) the effective date, if applicable;

(iv) the last date on which a Holder may exercise such repurchase right;

(v) the Fundamental Change Repurchase Price;

(vi) the Fundamental Change Repurchase Date;

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

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

(ix) the procedures that Holders must follow to require the Company to
repurchase their Notes.

Section 11.03. Fundamental Change Repurchase Notice. To exercise its
right specified in Section 11.01, a Holder must deliver, before the close of
business on the second Business Day immediately preceding the Fundamental Change
Repurchase Date, the Notes to be repurchased, together with a repurchase notice
(a “Fundamental Change

Repurchase Notice“) duly completed in accordance with the
requirements below, to the Paying Agent. The Fundamental Change Repurchase
Notice must state:

(i) if such Holder holds Definitive Notes, the certificate numbers of the
Notes which the Holder will deliver for repurchase;

(ii) the portion of the principal amount of the Notes which the Holder will
deliver to be repurchased, which portion must be in a principal amount of $2,000
or an integral multiple of $1,000 in excess thereof; and

(iii) that such Notes are to be purchased by the Company as of the
Fundamental Change Repurchase Date pursuant to the terms and conditions
specified in the Notes and in this Indenture.

If the Notes are not in certificated form, the Fundamental Change Repurchase
Notice must comply with the Applicable Procedures.

To receive payment of the Fundamental Change Repurchase Price, Holders must
either effect book-entry transfer of beneficial interests in a Global Note in
accordance with the Applicable Procedures or deliver the Definitive Notes,
together with necessary endorsement, to office of the Paying Agent with, or at
any time after delivery of, the Fundamental Change Repurchase Notice. Holders
will receive payment of the Fundamental Change Repurchase Price, subject to the
Paying Agent holding money or securities sufficient to make such payment on the
Fundamental Change Repurchase Date, promptly following the later of (a) the
Fundamental Change Repurchase Date and (b) the time of book-entry transfer or
the delivery of the Notes by the Holder thereof in the manner required by
Section 11.03; provided, however, that such payment shall be
so paid pursuant to this Article 11 only if the Notes so delivered to the Paying
Agent shall conform in all respects to the description thereof in the related
Fundamental Change Repurchase Notice.

Section 11.04. Effect of Purchase of Notes Upon a Fundamental Change.
Unless the Company defaults in the payment for the Notes to be repurchased
pursuant to this Article 11, if the Payment Agent, other than the Company or a
Subsidiary thereof, holds money or securities sufficient to pay the Fundamental
Change Repurchase Price of such Notes on the Fundamental Change Repurchase Date,
then such Notes will cease to be Outstanding and interest, if any, shall cease
to accrue on the Notes or portions thereof delivered for repurchase on the
Fundamental Change Repurchase Date (whether or not book-entry transfer of the
Notes is made and whether or not the Notes are delivered to the Paying Agent)
and all other rights of the Holders of the Notes to be repurchased pursuant to
this Article 11 shall terminate (other than the right to receive the Fundamental
Change Repurchase Price upon delivery or transfer of the Notes).

Section 11.05. Covenant to Comply with Securities Laws Upon Purchase of
Notes. The Company will comply with the requirements of Rule 13e-4 and Rule
14e-, if

applicable, under the Exchange Act, file a Schedule TO or any successor or
similar schedule, if required, under the Exchange Act and otherwise comply with
all applicable federal and state securities laws in connection with the
repurchase of the Notes by the Company upon a Fundamental Change. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of this Article 11, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Article 11 by virtue of such conflict.

Section 11.06. Covenants of Company and Paying Agent Upon Purchase of
Notes. On or before the Fundamental Change Repurchase Date, the Company
will, to the extent lawful:

(i) accept for payment all Notes or portions thereof properly tendered;

(ii) deposit with the Paying Agent an amount equal to the payment in respect
of all Notes or portions of Notes properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers153 Certificate stating the aggregate principal amount of
Notes or portions of Notes being purchased by the Company in accordance with the
terms of this Article 11.

The Paying Agent will promptly mail to each Holder of Notes properly tendered
the payment for such Notes, and the Trustee will promptly authenticate and mail
(or cause to be transferred by book entry) to each Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered, if any;
provided that each new Note will be in a principal amount of $2,000 and
integral multiples of $1,000 in excess thereof.

Section 11.07. Withdrawal of Fundamental Change Repurchase Notice and
Effect Thereof. Notes in respect of which a Fundamental Change Repurchase
Notice has been given by the Holder thereof may not be converted pursuant to
Article 6 on or after the date of the delivery of such Fundamental Change
Repurchase Notice unless such Fundamental Change Repurchase Notice has first
been validly withdrawn as specified in this Section 11.07. Notwithstanding
anything contained herein to the contrary, any Holder that has delivered to the
Paying Agent the Fundamental Change Repurchase Notice contemplated by Section
11.03 hereof shall have the right to withdraw such Fundamental Change Repurchase
Notice, in whole or in part, by means of a written notice of withdrawal
delivered to the Paying Agent at any time prior to the close of business on the
second Business Day immediately prior to the Fundamental Change Repurchase Date,
specifying:

(i) the principal amount of the Notes with respect to which such notice of
withdrawal is being submitted;

(ii) if Definitive Notes have been issued, the certificate numbers of the
Definitive Notes with respect to which such notice of withdrawal is being
submitted; and

(iii) the principal amount, if any, of such Notes that remain subject to the
original Fundamental Change Repurchase Notice.

If the Notes with respect to which the notice of withdrawal is being
submitted are not in certificated form, the notice of withdrawal must comply
with the Applicable Procedures.

Section 11.08. Covenants of Trustee Upon Purchase of Notes. The
Trustee shall be under no obligation to ascertain the occurrence of a
Fundamental Change or to give notice to the Holders with respect thereto. The
Trustee may conclusively assume, in the absence of written notice to the
contrary from the Company, that no Fundamental Change has occurred.

ARTICLE 12
Miscellaneous

Section 12.01. Trust Indenture Act Controls. If any provision of
this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the provision required by
the TIA shall control.

Section 12.02. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:

If to the Company:

Ciena Corporation
1201 Winterson Road
Linthicum, MD 21090
Attn: Chief Financial Officer

If to the Trustee:

The Bank of New York Mellon Trust Company, N.A.
525 William Penn Place, 38th Floor
Pittsburgh, PA 15259
Attn: Corporate Trust Administration

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

Any notice or communication mailed to a Holder shall be mailed to the Holder
at the Holder153s address as it appears on the Note Register and shall be
sufficiently given if so mailed within the time prescribed. Notices shall be
deemed to have been given as of the date of mailing.

The Trustee agrees to accept and act upon instructions or directions pursuant
to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other
similar unsecured electronic methods, provided, however, that the Trustee shall
have received an incumbency certificate listing persons designated to give such
instructions or directions and containing specimen signatures of such designated
persons, which such incumbency certificate shall be amended and replaced
whenever a person is to be added or deleted from the listing. If the Company
elects to give the Trustee e-mail or facsimile instructions (or instructions by
a similar electronic method) and the Trustee in its discretion elects to act
upon such instructions, the Trustee153s understanding of such instructions shall
be deemed controlling. The Trustee shall not be liable for any losses, costs or
expenses arising directly or indirectly from the Trustee153s reliance upon and
compliance with such instructions notwithstanding such instructions conflict or
are inconsistent with a subsequent written instruction. The Company agrees to
assume all risks arising out of the use of such electronic methods to submit
instructions and directions to the Trustee, including without limitation the
risk of the Trustee acting on unauthorized instructions, and the risk or
interception and misuse by third parties.

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, it is duly given, whether
or not the addressee receives it.

Section 12.03. Communication by Holders with Other Holders. Holders
may communicate pursuant to TIA § 312(b) with other Holders with respect to
their rights under this Indenture or the Notes. The Trustee shall comply with
TIA § 312(b). The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA § 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 or
refrain from taking any action under this Indenture, the Company shall deliver
to the Trustee an Officers153 Certificate stating that all conditions precedent
(including covenants compliance with which constitutes a condition precedent),
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel, all such conditions precedent (including covenants compliance with
which constitutes a condition precedent), if any, have been complied with.

Section 12.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

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

(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 individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

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

In giving an Opinion of Counsel, counsel may rely as to factual matters on an
Officers153 Certificate or such other certificates of Officer(s) as it may deem
appropriate and on certificates of public officials.

Section 12.06. When Notes Disregarded. In determining whether the
Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, 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 disregarded and deemed not to be
Outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes which a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded. Also, subject to the foregoing, only Notes Outstanding
at the time shall be considered in any such determination.

Section 12.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by, or a meeting of, Holders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

Section 12.08. Governing Law. This Indenture and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.

Section 12.09. No Recourse Against Others. No recourse for the
payment of the principal of, or interest on any Note and no recourse under or
upon any obligation, covenant, agreement of the Company or of a guarantor in
this Indenture, the Notes, or in any supplemental indenture, or because of the
creation of any Indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer, director, or subsidiary,
past, present or future, of the Company or of any successor

corporation or entity, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise, it
being understood that all such liability is hereby waived and released as a
condition to, and as a consideration for, the execution and delivery of this
Indenture and the issue of the Notes.

Section 12.10. Successors. All agreements of the Company in this
Indenture and the Notes shall bind its successors. All agreements of the Trustee
in this Indenture shall bind its successors.

Section 12.11. Multiple 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. One signed copy is enough to prove
this Indenture.

Section 12.12. Force Majeure. In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of their
obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond their control, including, without limitation, strikes, work
stoppages other than of the Trustee, respectively, 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; it being
understood that the Company or Trustee, as applicable, shall use reasonable
efforts that are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.

Section 12.13. Not Responsible for Recitals or Issuance of Notes.
The recitals contained herein and in the Notes, except the Trustee153s
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Notes or the proceeds thereof.

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.

[Remainder of Page Intentionally Left Blank]

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


CIENA CORPORATION
By:	/s/ David M. Rothenstein
	Name:	David M. Rothenstein
	Title:	Senior Vice President, General Counsel and Secretary


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ James M. Young
	Name:	James M. Young
	Title:	Senior Associate

Exhibit A

[FORM OF FACE OF NOTE]

CIENA CORPORATION

3.75% Convertible Senior Notes due 2018

CUSIP: 171779 AG6

ISIN: US171779AG67



No.		$

CIENA CORPORATION promises to pay to

or its registered assigns,

the principal sum of DOLLARS

on October 15, 2018.

Interest Payment Dates: April 15 and October 15

Regular Record Dates: April 1 and October 1

Dated: , 2010


	CIENA CORPORATION
	By:
		Name:
		Title:

This is one of the Notes referred to in the
within-mentioned Indenture:



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

By:
		Authorized Signatory

A-1

[INCLUDE IF A GLOBAL NOTE]

[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DEPOSITARY“), OR A NOMINEE OF
THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT
THEREOF AS THE OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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 THE DEPOSITARY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

[INCLUDE IF A RESTRICTED SECURITY]

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

A-2

A-3

[BACK OF NOTE]

CIENA CORPORATION

3.75% Convertible Senior Notes due 2018

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

(1) Interest. Ciena Corporation, a Delaware corporation (the
“Company“), promises to pay interest on the principal amount of
this Note at 3.75% per annum from October 18, 2010 until Stated Maturity. The
Company will pay interest, if any, semi-annually in arrears on April 15 and
October 15 of each year (subject to limited exceptions if the Note is converted
or purchased prior to such date), or if any such day is not a Business Day, on
the immediately following Business Day (each, an “Interest Payment
Date“). 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 October 18,
2010; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a Regular Record Date (as
defined below) and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further,
that the first Interest Payment Date shall be April 15, 2011. The Company
will pay interest on overdue principal from time to time on demand at the rate
then in effect to the extent lawful; it will pay interest on overdue
installments of interest, if any (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. All references to “interest” in this Note are deemed to
include Additional Interest, if any, payable pursuant to Section 2.10 or Section
7.01 of the Indenture, as applicable.

(2) Method of payment. The Company will pay interest on the
Notes, if any, to the Persons who are registered Holders of Notes at the close
of business on April 1 or October 1 next preceding the Interest Payment Date
(each a “Regular Record Date“), even if such Notes are canceled
after such Regular Record Date and on or before such Interest Payment Date. The
Notes will be payable as to principal, 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, such payments may be made
by check mailed to the Holders at their addresses set forth in the Note
Register; provided that the Notes represented by a Global Note will be
paid by wire transfer of immediately available funds to the accounts specified
by the Depositary in accordance with the settlement procedures of the
Depositary, and all other Notes with an aggregate principal amount in excess of
$2 million will be paid by wire transfer of immediately available funds if the
Holders have provided wire transfer instructions at least 10 Business Days prior
to the payment date to the Company or the Paying Agent. Such payment will 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.

A-4

(3) Paying agent, registrar and conversion agent. Initially,
The Bank of New York Mellon 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 the
Indenture dated as of October 18, 2010 (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
unsecured obligations of the Company.

(5) Repurchase at the option of holder upon a fundamental
change. Upon the occurrence of a Fundamental Change at any time prior
to Stated Maturity, each Holder may require the Company to repurchase the Notes
on a date chosen by the Company in its sole discretion that is no less than 20
Business Days and no more than 35 Business Days after the mailing of the
Fundamental Change Repurchase Right Notice (the “Fundamental Change
Repurchase Date“), and the Company shall repurchase on the Fundamental
Change Repurchase Date, any or all Notes submitted for repurchase for cash, at a
price equal to 100% of the aggregate principal amount thereof plus
accrued and unpaid interest, if any, to but not including 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 shall 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. At least 20
Business Days prior to the anticipated effective date of a Fundamental Change
(or if the Company does not have actual notice of a Fundamental Change 20
Business Days prior to the effective date, as soon as the Company has actual
notice of such Fundamental Change), the Company will provide to all Holders, the
Trustee, the Paying Agent, the Registrar and the Conversion Agent a Fundamental
Change Notice as required by the Indenture. On or before the 20th Trading Day
after the effective date of a Fundamental Change, the Company will provide to
all Holders, the Trustee, the Paying Agent, the Registrar and Conversion Agent a
Fundamental Change Repurchase Right Notice.

(6) Conversion. At any time prior to the close of business
on the date of Stated Maturity, Holders of the Notes may surrender any portion
of the principal amount of any Note that is an integral multiple of $1,000 for
conversion (provided that the principal amount of such Note to remain
Outstanding after such conversion is equal to $2,000 or any integral multiple of
$1,000 in excess thereof) into fully paid and non-assessable shares of Common
Stock at the Conversion Rate, determined as provided in the Indenture, in effect
at the time of conversion.

A-5

(7) Denominations, transfer, exchange. The Notes are in
registered form without coupons in denominations of $2,000 and an integral
multiple of $1,000 in excess thereof. 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. The Company
need not exchange or register the transfer of any Note or portion of a Note
selected for conversion or repurchase, except for the unconverted or
unrepurchased portion of any Note being converted or repurchased in part. Also,
the Company need not exchange or register the transfer of any Notes during the
period between a Regular Record Date and the corresponding Interest Payment
Date.

(8) Persons deemed owners. The registered Holder of a Note
may be treated as its owner for all purposes.

(9) Amendment, supplement and waiver. Subject to certain
exceptions, the Indenture and the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in aggregate principal amount of
the then Outstanding Notes, including Additional Notes, if any, and any existing
Default or compliance with any provision of the Indenture and the Notes may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the then Outstanding Notes, including Additional Notes, if any, voting
as a single class. Without the consent of any Holder of a Note, the Indenture
and the Notes may be amended or supplemented to cure any ambiguity, omission,
defect or inconsistency that does not adversely affect the rights of any Holder
in any material respect, to provide for a successor Trustee under the Indenture,
to provide for the assumption of the Company153s obligations under the Indenture
or the Notes in accordance with the provisions in the Indenture, to comply with
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the TIA, to secure the Notes or provide guarantees of the
Notes, to provide for the issuance of Additional Notes, to add covenants that
would benefit the Holders of the Notes or to surrender any rights of the Company
under the Indenture, to add Events of Default with respect to the Notes, to make
any change that does not adversely affect any Outstanding Notes in any material
respect, or to evidence and provide for the acceptance of the appointment of a
successor Trustee under the Indenture.

(10) 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.

(11) No recourse against others. A director, officer,
employee, incorporator or stockholder of the Company, as such, will 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

A-6

releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

(12) Open market purchases. The Company may, to the extent
permitted by applicable law, at any time, and from time to time, purchase Notes
at any price in the open market or otherwise.

(13) Authentication. This Note will not be valid until
authenticated by the manual signature of the Trustee or an Authenticating Agent.

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

(15) CUSIP numbers. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP
numbers in notices of repurchase or conversion as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of repurchase or conversion, and
reliance may be placed only on the other identification numbers placed thereon.

(16) Governing law. THE INTERNAL LAW OF THE STATE OF NEW
YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE 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.

A-7

ASSIGNMENT FORM

To assign this Note, fill in the form below:


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

		(Insert assignee153s legal name)

(Insert assignee153s soc. sec. or tax I.D. No.)

(Print or type assignee153s 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).

A-8

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE

The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

Principal

Amount of

amount of this

Signature of

decrease in

increase in

Global Note

authorized

principal

following such

officer of

amount of this

decrease (or

Trustee or Notes

Date of exchange

Global Note

increase)

Custodian

A-9

Exhibit B

FORM OF CONVERSION NOTICE

Ciena Corporation

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


Re:		3.75% Convertible Senior Notes due 2018 CONVERSION NOTICE (CUSIP 171779 AG6)

Reference is hereby made to the Indenture, dated as of October 18, 2010 (the
“Indenture“), between Ciena Corporation, as issuer (the
“Company“), and The Bank of New York Mellon Trust Company,
N.A., as trustee (the “Trustee“). Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.

(the “Owner“) owns and proposes to convert the Note[s] or
interest in such Note[s] specified herein, in the principal amount of $ in such
Note[s] or interests (the “Conversion“) pursuant to Article 6
of the Indenture. In connection with the Conversion, the Owner hereby certifies
that, as Owner of this Note, he/she hereby irrevocably exercises the option to
convert this Note, or such portion of this Note in the principal amount
designated above into the number of shares of Common Stock of the Company equal
to (x) the aggregate principal amount of Notes to be converted divided by
1,000 multiplied by (y) the Conversion Rate in effect on the Conversion
Date. The Owner directs that such shares, together with a check in payment for
any fractional shares 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 Securities Exchange Act of 1934. Any amount required to be paid by the
undersigned on account of interest accompanies this Note.

Dated:




		Signature(s)

B-1

If shares of Common Stock or Notes are to be registered in the name of a
Person other than the Holder, please print such Person153s name and address:



(Name)

(Address)

Social Security or other Identification Number,
if any.

[Signature Guaranteed]

If only a portion of a Definitive Note is to be converted, please indicate:

1. Principal amount to be converted: $

2. Principal amount and denomination of Notes representing unpurchased
principal amount to be issued:



Amount: $		Denominations: $

($2,000 or any integral multiple of $1,000 in excess thereof, provided
that the unconverted portion of such principal amount is $2,000 or any
integral multiple of $1,000 in excess thereof.)

B-2

Exhibit C

FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE

TO: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Paying Agent

The undersigned registered owner of this Note hereby irrevocably acknowledges
receipt of a notice from Ciena Corporation (the “Company“) as
to the occurrence of a Fundamental Change with respect to the Company and
requests and instructs the Company to repurchase for cash, at a price equal to
100% of the aggregate principal amount thereof plus accrued and unpaid interest,
if any, to but not including the Fundamental Change Repurchase Date to the
registered holder hereof; provided that if the 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 shall 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. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture.

Dated:







		Signature(s)

NOTICE: The above signatures of the holder(s) hereof must correspond with the
name as written upon the face of the Note in every particular without alteration
or enlargement or any change whatever.

Certificate numbers of the Notes (if applicable):

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

Social Security or Other Taxpayer Identification Number:

C-1

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