Indenture – School Specialty, Inc.

SCHOOL SPECIALTY, INC.

3.75% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2026

INDENTURE

_________________________________________________

Dated as of March 1, 2011

__________________________________________________

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

TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01

Definitions.

Section 1.02

Other Definitions

Section 1.03

[Omitted.]

Section 1.04

Rules of Construction

Section 1.05

Acts of Holders

ARTICLE 2

THE SECURITIES

Section 2.01

Form and Dating.

Section 2.02

Execution and Authentication.

Section 2.03

Registrar, Paying Agent and Conversion Agent.

Section 2.04

Paying Agent to Hold Money and Securities in Trust.

Section 2.05

Securityholder Lists.

Section 2.06

Transfer and Exchange.

Section 2.07

Replacement Securities.

Section 2.08

Outstanding Securities; Determinations of Holders153 Action.

Section 2.09

Temporary Securities.

Section 2.10

Cancellation.

Section 2.11

Persons Deemed Owners.

Section 2.12

Transfer Restriction Legend; Global Securities.

Section 2.13

CUSIP Numbers.

Section 2.14

Accretion

Section 2.15

Calculation of Original Issue Discount

Section 2.16

Additional Securities

ARTICLE 3

REDEMPTION AND REPURCHASES

Section 3.01

Company153s Right to Redeem; Notices to Trustee

Section 3.02

Selection of Securities to Be Redeemed

Section 3.03

Notice of Redemption

Section 3.04

Effect of Notice of Redemption

Section 3.05

Deposit of Redemption Price

Section 3.06

Securities Redeemed in Part

Section 3.07

Repurchase of Securities by the Company at Option of the
Holder

Section 3.08

Repurchase of Securities at Option of the Holder Upon a
Fundamental Change

Section 3.09

Effect of Repurchase Notice or Fundamental Change
Repurchase Notice

Section 3.10

Deposit of Repurchase Price or Fundamental Change Repurchase Price

Section 3.11

Securities Purchased in Part

Section 3.12

Covenant to Comply with Securities Laws upon Purchase of
Securities

Section 3.13

Repayment to the Company

ARTICLE 4

COVENANTS

Section 4.01

Payment of Securities

Section 4.02

SEC and Other Reports

Section 4.03

Compliance Certificate

Section 4.04

Further Instruments and Acts

Section 4.05

Delivery of Certain Information

Section 4.06

[Omitted.]

Section 4.07

Maintenance of Office or Agency.

ARTICLE 5

SUCCESSOR PERSON

Section 5.01

When Company May Merge or Transfer Assets

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01

Events of Default

Section 6.02

Acceleration

Section 6.03

Other Remedies

Section 6.04

Waiver of Past Defaults

Section 6.05

Control by Majority

Section 6.06

Limitation on Suits

Section 6.07

Rights of Holders to Receive Payment

Section 6.08

Collection Suit by Trustee

Section 6.09

Trustee May File Proofs of Claim

Section 6.10

Priorities

Section 6.11

Undertaking for Costs

Section 6.12

Waiver of Stay, Extension or Usury Laws

ARTICLE 7

TRUSTEE

Section 7.01

Duties of Trustee.

Section 7.02

Rights of Trustee.

Section 7.03

Individual Rights of Trustee.

Section 7.04

Trustee153s Disclaimer

Section 7.05

Notice of Defaults

Section 7.06

Reports by Trustee to Holder

Section 7.07

Compensation and Indemnity.

Section 7.08

Replacement of Trustee

Section 7.09

Successor Trustee by Merger

Section 7.10

Eligibility; Disqualification

Section 7.11

Preferential Collection of Claims Against Company.

ARTICLE 8

DISCHARGE OF INDENTURE

Section 8.01

Discharge of Liability on Securities

Section 8.02

Repayment to the Company

Section 8.03

Application of Trust Money

ARTICLE 9

AMENDMENTS

Section 9.01

Without Consent of Holders

Section 9.02

With Consent of Holders

Section 9.03

[Omitted.]

Section 9.04

Revocation and Effect of Consents, Waivers and Actions

Section 9.05

Notice of Amendments, Notation on or Exchange of Securities

Section 9.06

Trustee to Sign Supplemental Indenture

Section 9.07

Effect of Supplemental Indentures

ARTICLE 10

CONVERSIONS

Section 10.01

Conversion Privilege

Section 10.02

Conversion Procedure; Conversion Rate; Fractional Shares

Section 10.03

Payment Upon Conversion

Section 10.04

Adjustment of Conversion Rate

Section 10.05

Effect of Reclassification, Consolidation, Merger or Sale

Section 10.06

Taxes on Shares Issued

Section 10.07

Reservation of Shares, Shares to Be Fully Paid; Compliance
with Governmental Requirements

Section 10.08

Responsibility of Trustee

Section 10.09

Notice to Holders Prior to Certain Actions

Section 10.10

Shareholder Rights Plan

Section 10.11

Unconditional Right of Holders to Convert

Section 10.12

Limitation on Adjustments

Section 10.13

Limitation on Issuance of Common Stock

ARTICLE 11

SUBORDINATION

Section 11.01

Agreement to Subordinate

Section 11.02

Liquidation; Dissolution; Bankruptcy

Section 11.03

Default on Senior Debt and/or Designated Senior Debt

Section 11.04

Acceleration of Convertible Subordinated Notes

Section 11.05

When Distribution Must Be Paid Over

Section 11.06

Notice to Trustee

Section 11.07

Subrogation

Section 11.08

Relative Rights

Section 11.09

Subordination May Not Be Impaired by Company.

Section 11.10

Distribution or Notice to Representative

Section 11.11

Rights of Trustee and Paying Agent

Section 11.12

Authorization to Effect Subordination

Section 11.13

Article Applicable to Paying Agents

Section 11.14

Senior Debt Entitled to Rely

Section 11.15

Permitted Payments

Section 11.16

Trustee Not Fiduciary for Holders of Senior Indebtedness

ARTICLE 12

OMITTED

ARTICLE 13

MISCELLANEOUS

Section 13.01

[Omitted.]

iii

Section 13.02

Notices

Section 13.03

Communication by Holders with Other Holders

Section 13.04

Certificate and Opinion as to Conditions Precedent

Section 13.05

Statements Required in Certificate or Opinion

Section 13.06

Separability Clause

Section 13.07

Rules by Trustee, Paying Agent, Conversion Agent and Registrar

Section 13.08

Legal Holidays

Section 13.09

Governing Law

Section 13.10

No Recourse Against Others

Section 13.11

Successors

Section 13.12

Multiple Originals

Section 13.13

Force Majeure

Section 13.14

Waiver of Jury Trial.

EXHIBIT A

Form of Global Security

EXHIBIT B

Form of Certificated Security

EXHIBIT C

Form of Notice of Redemption

EXHIBIT D

Form of Notice of Repurchase

EXHIBIT E

Notice of Occurrence of Fundamental Change
SCHEDULE I

Number of Additional Shares

SCHEDULE II

Accreted Principal

INDENTURE dated as of March 1, 2011 between School Specialty, Inc., a
Wisconsin corporation (“Company“), and The Bank of New York Mellon
Trust Company, N.A., a national banking association (“Trustee“).

Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Company153s 3.75% Convertible
Subordinated Debentures due 2026:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01

Definitions.

“Accreted Principal Amount” means the principal amount of any
Security (including the Original Principal Amount) including the principal
accreted thereon pursuant to Section 2.14.

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

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

“Bid Solicitation Agent” means the agent of the Company appointed to
obtain quotations for the Securities as set forth under the definition of
Trading Price, which agent shall at no time be an Affiliate of the Company. The
Company may, from time to time, appoint or change the Bid Solicitation Agent.

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

“Board Resolution” means a resolution of the Board of Directors.

“Business Day” means any day, other than a Saturday or Sunday, that
is neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York.

“Capital Stock” for any corporation means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock issued by that
corporation.

“Certificated Securities” means Securities that are in the form of
the Securities attached hereto as Exhibit B.

“Change of Control” means the occurrence at such time after the
original issuance of the Securities when any of the following has occurred:

(i)

a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange
Act files a Schedule 13D, a Schedule TO or any schedule, form or report under
the Exchange Act disclosing, or the Company otherwise becomes aware, that such
person or group has become the direct or indirect “beneficial owner,” as defined
in Rule 13d-3 under the Exchange Act, of shares of Common Stock representing
more than 50% of the Voting Stock; or

(ii)

a consolidation, merger or binding share exchange, or any conveyance,
transfer, sale, lease or other disposition of all or substantially all of the
Company153s properties and assets to another Person, other than:

(a)

any transaction (i) that does not result in any reclassification, conversion,
exchange or cancellation of Capital Stock and (ii) pursuant to which holders of
the Company153s Capital Stock immediately prior to such transaction have the
entitlement to exercise, directly or indirectly, 50% or more of the total Voting
Stock of the continuing or surviving or successor Person immediately after
giving effect to such issuance; or

(b)

any merger, share exchange, transfer of assets or similar transaction solely
for the purpose of changing the Company153s jurisdiction of incorporation and
resulting in a reclassification, conversion or exchange of outstanding shares of
Common Stock, if at all, solely into shares of common stock, ordinary shares or
American Depositary Shares of the surviving entity or a direct or indirect
parent of the surviving entity; or

(c)

any merger, consolidation, conveyance, transfer, sale, lease or other
disposition with or into a Subsidiary, so long as such merger, consolidation,
conveyance, transfer, sale, lease or other disposition is not part of a plan or
a series of transactions designed to or having the effect of merging,
consolidating with or conveying, transferring, selling, leasing or otherwise
disposing of all or substantially all the Company153s properties and assets to,
any other Person.

The term “person” for this definition of “Change of Control” includes any
syndicate or group that would be deemed to be a “person” under Section 13(d)(3)
of the Exchange Act.

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

“Closing Date” means March 1, 2011.

“Code” means the Internal Revenue Code of 1986, as amended from time
to time.

“Common Stock” means the common stock, par value $0.001 per share,
of the Company existing on the date of this Indenture or any other shares of
Capital Stock of the Company into which such Common Stock shall be reclassified
or changed, including, subject to Section 10.05 below, in the event of a merger,
consolidation or other similar transaction involving the Company that is
otherwise permitted hereunder in which the Company is not the surviving Person,
the common stock of such surviving corporation.

“Company” means the party named as the “Company” in the preamble of
this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

“Company Notice” means a notice to Holders delivered pursuant to
Section 3.07 or Section 3.08.

“Company Request” or “Company Order” means a written
request or order signed in the name of the Company by any Officer.

“Conversion Price” as of any date means $1,000 divided by the
Conversion Rate as of such date.

“Conversion Settlement Date” means (A) with respect to the
Conversion Settlement Distribution (other than any Additional Shares which may
be issuable pursuant to Section 10.01(c)), the third Business Day immediately
following the last day of the Cash Settlement Averaging Period, and (B) with
respect to any Additional Shares which may be issuable, the later of (i) the
fifth Business Day following the effective date of any Change of Control
transaction and (ii) the third Business Day immediately following the Cash
Settlement Averaging Period.

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

“Current Market Price” of the Common Stock on any day means the
average of the Last Reported Sale Price per share of the Common Stock for each
of the ten consecutive Trading Days ending on the earlier of the day in question
and the Trading Day before the “Ex-Dividend Date” with respect to the issuance
or distribution requiring such computation, subject to adjustment by the Board
of Directors if another transaction requiring an adjustment to the Conversion
Rate pursuant to Section 10.04 occurs during such ten day period.

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

“Designated Senior Debt” means (i) the Senior Bank Credit Facility
and (ii) any particular Senior Debt which has at the time of the giving of the
Payment Blockage Notice an

aggregate outstanding principal amount in excess of $25 million, if the
instrument creating or evidencing the same or the assumption or guarantee
thereof (or related agreements or documents to which the Company is a party)
expressly provides that such indebtedness shall be “Designated Senior Debt” for
purposes of the Indenture (provided that such instrument, agreement or other
document may place limitations and conditions on the right of such Senior Debt
to exercise the rights of Designated Senior Debt).

“DTC” means The Depository Trust Company.

“Ex-Dividend Date” means the first date upon which a sale of the
Common Stock does not automatically transfer the right to receive the relevant
dividend or distribution from the seller of the Common Stock, regular way on the
relevant exchange or in the relevant market for the Common Stock, to its buyer.

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

“Fair Market Value” or “fair market value” means the amount
which a willing buyer would pay a willing seller in an arm153s-length transaction.

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

“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, which are in effect
from time to time.

“Global Securities” means Securities that are in the form of the
Securities attached hereto as Exhibit A, and that are registered in the register
of Securities in the name of a Depositary or a nominee thereof.

“Holder” or “Securityholder” means a person in whose name a
Security is registered on the Registrar153s books.

“Indebtedness” means, with respect to any person, all obligations,
whether or not contingent, of such person:

(i)

(a)

for borrowed money (including, but not limited to, any indebtedness secured
by a security interest, mortgage or other lien on its assets that is given to
secure all or part of the purchase price of property subject thereto, whether
given to the vendor of such property or to another, or existing on property at
the time of acquisition thereof),

(b)

evidenced by a note, debenture, bond or other written instrument,

(c)

under a lease required to be capitalized on the balance sheet of the lessee
under GAAP or under any lease or related document (including a purchase
agreement) that provides that the Company is contractually obligated to purchase
or cause a third party to purchase and thereby guarantee a minimum residual
value of the lease property to the lessor and its obligations under such lease
or related document to purchase or to cause a third party to purchase such
leased property,

(d)

in respect of letters of credit, bank guarantees or bankers153 acceptances
(including reimbursement obligations with respect to any of the foregoing),

(e)

with respect to indebtedness secured by a mortgage, pledge, lien,
encumbrance, charge or adverse claim affecting title or resulting in an
encumbrance to which the property or assets of such Person are subject, whether
or not the obligation secured thereby shall have been assumed by or shall
otherwise be such Person153s legal liability,

(f)

in respect of the balance of deferred and unpaid purchase price of any
property or assets,

(g)

under interest rate or currency swap agreements, cap, floor and collar
agreements, spot and forward contracts and similar agreements and arrangements;

(ii)

with respect to any obligation of others of the type described in the
preceding clause (i) or under clause (iii) below assumed by or guaranteed in any
manner by such person or in effect guaranteed by such Person through an
agreement to purchase (including, without limitation, “take or pay” and similar
arrangements), contingent or otherwise (and the obligations of such Person under
any such assumptions, guarantees or other such arrangements); and

(iii)

any and all deferrals, renewals, extensions, refinancings and refundings of,
or amendments, modifications or supplements to, any of the foregoing.

“Indenture” means this Indenture, as amended or supplemented from
time to time in accordance with the terms hereof.

“Indirect Participant” means a Person who holds a beneficial
interest in a Global Note through a Participant.

“Interest” means interest payable on the Original Principal Amount
of Securities pursuant to Section 1 of the Securities.

“Interest Payment Date” means May 30 and November 30 of each year,
commencing May 30, 2011.

“Interest Record Date” means May 15 and November 15 of each year.

“Issue Date” of any Security means the date on which the Security
was originally issued or deemed issued as set forth on the face of the Security.

“Last Reported Sale Price” means, with respect to any security on
any date, the closing sale price (or if no closing sale price is reported, the
average of the bid and asked prices or, if more than one in either case, the
average of the average bid and the average asked prices) on that date as
reported by the Nasdaq Global Select Market or, if such security is not reported
by the Nasdaq Global Select Market, in composite transactions for the principal
U.S. national or regional securities exchange on which such security is traded.
The closing sale price will be determined without reference to after-hours or
extended market trading. If the such security is not listed for trading on a
U.S. national or regional securities exchange and not reported by the Nasdaq
Global Select Market on the relevant date, the “Last Reported Sale Price” shall
be the last quoted bid price for such security in the over-the-counter market on
the relevant date as reported by the National Quotation Bureau Incorporated or
similar organization. If such security is not so quoted, the “Last Reported Sale
Price” shall be the average of the midpoint of the last bid and ask prices for
such security on the relevant date from each of at least three independent
nationally recognized investment banking firms selected by the Company for this
purpose (or if prices are not available from three such firms, from two such
firms or, if prices are not available from two such firms, from one such firm).

“Officer” means the Chief Executive Officer, the President, the
Chief Financial Officer, any Vice President, the Treasurer, the Controller, the
Chief Accounting Officer, the Secretary or any Assistant Secretary of the
Company.

“Officer153s Certificate” means a written certificate containing the
information specified in Sections 13.04 and 13.05, signed in the name of the
Company by any Officer, and delivered to the Trustee. An Officer153s Certificate
given pursuant to Section 4.03 shall be signed by the principal executive
officer, principal financial officer or principal accounting officer of the
Company but need not contain the information specified in Sections 13.04 and
13.05.

“Opinion of Counsel” means a written opinion reasonably acceptable
to the Trustee from legal counsel; provided, that in the case of an
opinion delivered on behalf of the Company, such written opinion shall contain
the information specified in Sections 13.04 and 13.05. The counsel may be an
employee of, or counsel to, the Company.

“Original Issue Discount” means the amount of ordinary interest
income on a Security that must be accrued as original issue discount for U.S.
federal income tax purposes pursuant to Treasury regulations Section 1.1275-4.

“Original Principal Amount” means (a) with respect to the Securities
issued on the Closing Date, $100,000,000 and (b) with respect to Additional
Securities, if any, the principal amount of such Additional Securities on their
date of issuance.

“Participant” means, with respect to the Depositary, a Person who
has an account with the Depositary.

“Person” means any individual, corporation, partnership, joint
venture, trust, estate, unincorporated organization, limited liability company
or government or any agency or political subdivision thereof. The term “Person”
includes any syndicate or group that would be deemed to be a “Person” under
Section 13(d)(3) of the Exchange Act.

“Redemption Date” means the date specified in a notice of redemption
on which the Securities may be redeemed in accordance with the terms of the
Securities and this Indenture.

“Representative” means (a) the indenture trustee or other trustee,
agent or representative for any Senior Debt or (b) with respect to any Senior
Debt that does not have any such trustee, agent or other representative, (i) in
the case of such Senior Debt issued pursuant to an agreement providing for
voting arrangements as among the holders or owners of such Senior Debt, any
holder or owner of such Senior Debt acting with the consent of the required
persons necessary to bind such holders or owners of such Senior Debt and (ii) in
the case of all other such Senior Debt, the holder or owner of such Senior Debt.

“Responsible Officer” means, when used with respect to the Trustee,
any officer of the Trustee within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
senior associate, associate, 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 Certificated Security” means a Certificated Security
that is subject to resale restrictions pursuant to the Securities Act.

“Restricted Global Security” means a Global Security that is subject
to resale restrictions pursuant to the Securities Act.

“Restricted Security” means a Restricted Certificated Security and a
Restricted Global Security.

“SEC” means the Securities and Exchange Commission.

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

“Security” means any of the Company153s 3.75% Convertible Subordinated
Debentures Due 2026, as amended or supplemented from time to time, issued under
this Indenture (including pursuant to Section 2.16).

“Securityholder” or “Holder” means a person in whose name a
Security is registered on the Registrar153s books.

“Senior Bank Credit Facility” means the Credit Agreement dated as of
April 23, 2010 and as amended among the Company, as borrower, certain of its
subsidiaries, as guarantors, the lenders identified therein, and Bank of
America, N.A., as administrative agent, including any deferrals, renewals,
extensions, replacements, refinancings or refundings thereof, or amendments,
modifications or supplements thereto and any agreement providing therefor
whether by or with the same or any other lender, creditor, group of lenders or
group of creditors and including the related notes, guarantee agreements and
other instruments and agreements executed in connection therewith.

“Senior Debt” means the principal of, premium, if any, and interest
on, rent under, and any other amounts payable on or in or in respect of any of
the Company153s Indebtedness (including, without limitation, any obligations in
respect of such Indebtedness and any interest accruing after the filing of a
petition by or against the Company under any bankruptcy law, whether or not
allowed as a claim after such filing in any proceeding under such bankruptcy
law), whether outstanding on the date of this Indenture or thereafter created,
incurred, assumed, guaranteed or in effect guaranteed by the Company (including
all deferrals, renewals, extensions, refinancings or refundings of, or
amendments, modifications or supplements to the foregoing). However, Senior Debt
does not include:

(1)

Indebtedness evidenced by the Securities,

(2)

the Company153s 3.75% Convertible Subordinated Debentures due 2026 issued under
the Indenture dated as of November 22, 2006, between the Company and The Bank of
New York Mellon Trust Company, N.A.,

(3)

any liability for federal, state, local or other taxes owed or owing by the
Company,

(4)

the Company153s Indebtedness to any of its subsidiaries except to the extent
such Indebtedness is a type described in clause (ii) of the definition of
Indebtedness,

(5)

the Company153s trade payables for goods, services or materials purchased in
the ordinary course of business (other than, to the extent they may otherwise
constitute such trade payables, any obligations of the type described in clause
(ii) of the definition of Indebtedness), and

(6)

any particular Indebtedness in which the instrument creating or evidencing
the same expressly provides that such Indebtedness shall not be senior in right
of payment to, or is pari passu with, or is subordinated or junior to, the
Securities.

“Significant Subsidiary” means any subsidiary of the Company that is
a significant subsidiary at any determination date pursuant to Regulation S-X,
Rule 1-02(w)(1) or (2).

“Stated Maturity” when used with respect to any Security, means
November 30, 2026.

“Stock Price” means the price per share of Common Stock paid in
connection with a Change of Control transaction pursuant to which Additional
Shares are issuable as set forth in Section 10.01(c) hereof, which shall be
equal to (i) if Holders of Common Stock receive only cash in such Change of
Control transaction, the cash amount paid per share of Common Stock and (ii) in
all other cases, the average of the Last Reported Sale Prices of the Common
Stock on the five Trading Days prior to, but not including, the effective date
of such Change of Control transaction.

“Subsidiary” means any person of which at least a majority of the
outstanding Voting Stock shall at the time directly or indirectly be owned or
controlled by the Company or by one or more Subsidiaries or by the Company and
one or more Subsidiaries.

“Termination of Trading” means the occurrence, at any time, of the
Common Stock of the Company (or other common stock into which the Securities are
then convertible) being neither listed for trading on a U.S. national securities
exchange nor approved for trading on The Nasdaq Global Select Market.

“TIA” means the Trust Indenture Act of 1939 as in effect on the date
of this Indenture, provided, however, that in the event the
TIA is amended after such date, TIA means, to the extent required by any such
amendment, the TIA as so amended.

“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 quoted on The Nasdaq Global Select Market, then a day during which trading
in securities generally occurs on the principal U.S. securities exchange on
which the Common Stock is then listed or, if the Common Stock is not quoted on
The Nasdaq Global Select Market or listed on a U.S. national or regional
securities exchange, then on the other principal market on which the Common
Stock is then traded or quoted.

“Trading Price” of the Securities on any date of determination means
the average of the secondary market bid quotations per $1,000 Original Principal
Amount of the Securities obtained by the Bid Solicitation Agent for $5,000,000
aggregate Original Principal Amount of the Securities at approximately 3:30
p.m., New York City time, on such determination date from three independent
nationally recognized securities dealers the Company selects, provided
that if three such bids cannot reasonably be obtained by the Bid
Solicitation Agent, but two such bids are obtained, then the average of the two
bids shall be used, and if only one such bid can reasonably be obtained by the
Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation
Agent cannot reasonably obtain at least one bid for $5,000,000 aggregate
Original Principal Amount of the Securities from a nationally recognized
securities dealer, or in the Company153s reasonable judgment, the bid quotations
are not indicative of the secondary market value of $1,000 Original Principal
Amount of the Securities, then for purposes of determining whether the condition
to conversion of the Securities set forth in Section 10.01(a)(2) has been
satisfied, the Trading Price of the Securities will be deemed to be less than
98% of the product of the Closing Price of the Common Stock and the Conversion
Rate on such date.

“Treasury regulations” means the U.S. federal income tax
regulations, including temporary regulations, promulgated under the Code, as
those regulations may be amended from time to time. Any reference herein to a
specific Section of the Treasury regulations shall include any corresponding
provisions of succeeding, similar, substitute, proposed or final Treasury
regulations.

“Trustee” means the party named as the “Trustee” in the preamble of
this Indenture unless and until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

“Unrestricted Certificated Security” means a Certificated Security
that is not subject to resale restrictions pursuant to the Securities Act .

“Unrestricted Global Security” means a Global Security that is not
subject to resale restrictions pursuant to the Securities Act.

“Unrestricted Security” means an Unrestricted Certificated Security
or an Unrestricted Global Security.

“Voting Stock” of a Person means Capital Stock of such Person of the
class or classes pursuant to which the holders thereof have the general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such Person (irrespective of whether or not
at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

Section 1.02

Other Definitions.


Terms:	Defined in Section
“Act”	1.05(a)
“Acquisition Value”	10.01(d)
“Additional Securities”	2.16
“Additional Shares	10.01(c)
“Adjustment Event”	10.04(j)
“Agent Members”	2.12(v)
“Bankruptcy Law”	6.01(i)
“cash”	3.01
“Cash Settlement Averaging Period”	10.03(a)
“Cash Percentage”	10.03(a)
“Conversion Agent”	2.03
“Conversion Date”	10.02(c)
“Conversion Notice”	10.02(b)
“Conversion Obligation”	10.01(a)
“Conversion Rate”	10.02(a)
“Conversion Settlement Distribution”	10.03(a)
“Daily Accreted Amount”	10.03(a)
“Daily Conversion Value”	10.03(a)
“Daily Settlement Amount”	10.03(a)
“Daily Share Amount”	10.03(a)
“daily VWAP”	10.03(a)
“Depositary”	2.01(b)
“Determination Date”	10.04(j)
“Distributed Assets”	10.04(d)
“effective date”	10.01(c)
“Event of Default”	6.01
“Exchange Property”	10.01(b)(2)
“Expiration Time”	10.04(f)
“Extraordinary Cash Dividend”	10.04(e)


“Fiscal Quarter”	10.01(a)(1)
“Fundamental Change Repurchase Date”	3.08(a)
“Fundamental Change Repurchase Notice”	3.08(c)
“Fundamental Change Repurchase Price”	3.08(a)
“Holder Excess Shares”	10.13(a)
“Indenture Shares”	10.13(a)
“legal holiday”	13.08
“Maximum Shares”	10.13.(a)
“Measurement Period”	10.01(a)(2)
“Notice of Default”	6.01(i)
“Paying Agent”	2.03
“Payment Blockage Notice”	11.03(b)
“Payment Blockage Period”	11.03(b)
“Public Acquirer Change of Control	10.01(d)
“Public Acquirer Common Stock”	10.01(d)
“Purchased Shares”	10.04(f)(i)
“Redemption Price”	3.01
“Registrar”	2.03
“Repurchase Date”	3.07(a)
“Repurchase Notice”	3.07(b)
“Repurchase Price”	3.07(a)
“Residual Amount”	10.03(a)(ii)
“successor Person”	5.01(a)
“Transfer Restriction Legend”	2.12
“Trigger Event”	10.04(d)

Section 1.03

[Omitted.]

Section 1.04

Rules of Construction.

Unless the context otherwise requires:

(i)

a term has the meaning assigned to it;

(ii)

an accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles as in effect from time
to time;

(iii)

“including” means including, without limitation;

(iv)

words in the singular include the plural, and words in the plural include the
singular; and

(v)

references to Sections and Articles are to references to Sections and
Articles of this Indenture.

Section 1.05

Acts of Holders.

(a)

Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company, as described in Section
13.02. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section 1.05.

(b)

The fact and date of the execution by any person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to such officer the execution thereof. Where such
execution is by a signer acting in a capacity other than such signer153s
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of such signer153s authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

(c)

The principal amount and serial number of any Security and the ownership of
Securities shall be proved by the register for the Securities.

(d)

Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

(e)

If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the
Holders on such record date shall be deemed

effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

ARTICLE 2

THE SECURITIES

Section 2.01

Form and Dating.

(a)

The Securities and the Trustee153s certificate of authentication shall be
substantially in the form of Exhibits A and B, which are a part of this
Indenture. The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage (provided that any such notation, legend or
endorsement required by usage is in a form acceptable to the Company). The
Company shall provide any such notations, legends or endorsements to the Trustee
in writing. Each Security shall be dated the date of its authentication. The
Securities may, but need not, have the corporate seal of the Company or a
facsimile thereof affixed thereto or imprinted thereon.

(b)

Global Securities. All of the Securities issued on the Closing Date
are being offered and sold in reliance on Section 4(2) of the Securities Act and
such Securities shall be issued in the form of an Unrestricted Global Security,
which shall be deposited with the Trustee at its Corporate Trust Office, as
custodian for the Depositary (as defined below), and registered in the name of
The Depository Trust Company (“DTC“) or the nominee thereof (DTC, or
any successor thereto, and any such nominee being hereinafter referred to as the
“Depositary“), duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate Original Principal Amount of the
Global Securities shall be increased or decreased by adjustments made on the
records of the Trustee and the Depositary as hereinafter provided. In addition,
principal shall accrete on the principal amount of the Global Securities
(including the Original Principal Amount) pursuant to Section 2.14.

(c)

Global Securities in General. Each Global Security shall represent
such of the outstanding Securities as shall be specified therein and each shall
provide that (i) it shall represent the aggregate Original Principal Amount of
outstanding Securities from time to time endorsed thereon and that the aggregate
Original Principal Amount of outstanding Securities represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges,
redemptions, repurchases and conversions and (ii) principal shall accrete on the
principal amount of such Global Security pursuant to Section 2.14.

Any adjustment of the aggregate principal amount of a Global Security (except
in respect of accretions to the principal amount pursuant to Section 2.14) to
reflect the amount of any increase or decrease in the amount of outstanding
Securities represented thereby shall be made by the Trustee in accordance with
instructions given by the Holder thereof as required by Section 2.12 hereof, and
shall be made on the records of the Trustee and the Depositary.

(d)

Book-Entry Provisions. This Section 2.01(d) shall apply only to
Global Securities deposited with or on behalf of the Depositary.

The Company shall execute and the Trustee shall, in accordance with this
Section 2.01(d), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary or a
nominee thereof, (b) shall be delivered by the Trustee to the Depositary or held
by the Trustee pursuant to the Depositary153s instructions and (c) shall be
substantially in the form of Exhibit A attached hereto.

(e)

Certificated Securities. Securities not issued as interests in the
Global Securities shall be issued in certificated form substantially in the form
of Exhibit B attached hereto.

Section 2.02

Execution and Authentication. The Securities shall be executed on
behalf of the Company by one Officer. The signature of such Officer on the
Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of an individual who
was, at the time of the execution of the Securities, an Officer shall bind the
Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of authentication of such Securities.

No Security shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

On the Closing Date, the Trustee shall authenticate and deliver Securities
for original issue in an aggregate Original Principal Amount of up to $100.0
million upon one or more Company Orders without any further action by the
Company (other than as contemplated in Section 13.03, Section 13.04 and Section
13.05 hereof). After the Closing Date, the Company may issue, and the Trustee
shall authenticate and deliver for issuance, Additional Securities in compliance
with Section 2.16.

The Securities shall be issued only in registered form without coupons and
only in denominations of $1,000 Original Principal Amount and any integral
multiple of $1,000 Original Principal Amount.

Section 2.03

Registrar, Paying Agent and Conversion Agent.

The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange (“Registrar”), an office
or agency where Securities may be presented for purchase or payment (“Paying
Agent”) and an office or agency where Securities may be presented for conversion
(“Conversion Agent”). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-registrars,
one or more additional paying agents and one or more additional conversion
agents.

The term Paying Agent includes any additional paying agent, including any
named pursuant to Section 4.07. The term Conversion Agent includes any
additional conversion agent, including any named pursuant to Section 4.07.

The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such
Registrar, agent or co-registrar is a Person other than the Trustee). The
agreement shall implement the provisions of this Indenture that relate to such
agent. The Company shall promptly notify the Trustee of the name and address of
any such agent. If the Company fails to maintain a Registrar, Paying Agent or
Conversion Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.07. The Company or any
Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar,
Conversion Agent or co-registrar.

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

Section 2.04

Paying Agent to Hold Money and Securities in Trust.

Except as otherwise provided herein, on or prior to each due date of payments
in respect of any Security, the Company shall deposit with the Paying Agent a
sum of money (in immediately available funds if deposited on the due date) or
shares of Common Stock sufficient to make such payments when so becoming due.
The Company shall require each Paying Agent (other than the Trustee) to agree in
writing that the Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money and shares of Common Stock held by the
Paying Agent for the making of payments in respect of the Securities and shall
promptly notify the Trustee of any Default by the Company in making any such
payment. At any time during the continuance of any such Default, the Paying
Agent shall, upon the written request of the Trustee, forthwith pay to the
Trustee all money and shares of Common Stock so held in trust. If the Company, a
Subsidiary or an Affiliate of either of them acts as Paying Agent, it shall
segregate the money and shares of Common Stock held by it as Paying Agent and
hold it as a separate trust fund. The Company at any time may require a Paying
Agent to pay all money and shares of Common Stock held by it to the Trustee and
to account for any funds and Common Stock disbursed by it. Upon doing so, the
Paying Agent shall have no further liability for the money or shares of Common
Stock.

Section 2.05

Securityholder Lists.

The Trustee shall preserve the most recent list available to it of the names
and addresses of Securityholders. If the Trustee is not the Registrar, the
Company shall cause to be furnished to the Trustee at least semiannually on May
15 and November 15 a listing of Securityholders dated within 15 days of the date
on which the list is furnished and at such other times as the Trustee may
request in writing a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Securityholders.

Section 2.06

Transfer and Exchange.

(a)

Subject to Section 2.12 hereof, upon surrender for registration of transfer
of any Security, together with a written instrument of transfer satisfactory to

the Registrar duly executed by the Securityholder or such Securityholder153s
attorney duly authorized in writing, at the office or agency of the Company
designated as Registrar or co-registrar pursuant to Section 2.03, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of any
authorized denomination or denominations, of a like aggregate Original Principal
Amount. The Company shall not charge a service charge for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
pay all taxes, assessments or other governmental charges that may be imposed in
connection with the transfer or exchange of the Securities from the
Securityholder requesting such transfer or exchange.

At the option of the Holder, subject to Section 2.12 hereof and the other
provisions of this Section 2.06, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
Original Principal Amount upon surrender of the Securities to be exchanged,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Securityholder or such Securityholder153s attorney duly
authorized in writing, at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities in respect of which a Repurchase Notice or
Fundamental Change Repurchase Notice has been given and not withdrawn by the
Holder thereof in accordance with the terms of this Indenture (except, in the
case of Securities to be purchased in part, the portion thereof not to be
purchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed or the Repurchase Date or
Fundamental Change Repurchase Date.

(b)

Transfers of a Global Security shall, except as set forth in Section 2.12, be
limited to transfers of such Global Security in whole or in part, to the
Depositary, to nominees of the Depositary or to a successor of the Depositary or
such successor153s nominee.

(c)

Successive registrations and registrations of transfers and exchanges as
aforesaid may be made from time to time as desired, and each such registration
shall be noted on the register for the Securities.

(d)

Except as otherwise set forth in this Indenture, any such action taken by a
Holder shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether any notation in regard thereto is
made upon such Security or any Security issued in exchange or substitution
therefor.

(e)

Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the
Trustee such information as the Trustee may reasonably require in

connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

(f)

No Registrar shall be required to make registrations of transfer or exchange
of Securities during any periods designated in the text of the Securities or in
this Indenture as periods during which such registration of transfers and
exchanges need not be made.

(g)

The Trustee shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this Indenture
or under applicable law with respect to any transfer of any interest in any
Security (including any transfers between or among the DTC153s participants or
beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation as is expressly required
by, and to do so if and when expressly required by, the terms of this Indenture
and to examine the same to determine substantial compliance as to form with the
express requirements hereof.

Section 2.07

Replacement Securities.

If (a) any mutilated Security is surrendered to the Trustee, or (b) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in exchange for any such mutilated Security or in lieu
of any such destroyed, lost or stolen Security, a new Security of like tenor and
Original Principal Amount, bearing a certificate number not contemporaneously
outstanding.

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

Upon the issuance of any new Securities under this Section 2.07, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section 2.07 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security 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 Securities duly issued hereunder.

The provisions of this Section 2.07 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 Securities.

Section 2.08

Outstanding Securities; Determinations of Holders153 Action.

Securities outstanding at any time are all the Securities authenticated by
the Trustee except for those cancelled by it, those redeemed or purchased
pursuant to Section 2.07, those delivered to it for cancellation and those
described in this Section 2.08 as not outstanding. A Security does not cease to
be outstanding because the Company or an Affiliate thereof holds the Security;
provided, however, that in determining whether the Holders of
the requisite Accreted Principal Amount of Securities have given or concurred in
any request, demand, authorization, direction, notice, consent, waiver, or other
Act hereunder, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or 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 act, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded. Subject to the foregoing, only Securities outstanding at the
time of such determination shall be considered in any such determination
(including, without limitation, determinations pursuant to Article 6 and Article
9).

If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

If the Paying Agent holds, in accordance with this Indenture, on a Redemption
Date, or on the Business Day immediately following a Repurchase Date or a
Fundamental Change Repurchase Date, or on Stated Maturity, money or securities,
if permitted hereunder, sufficient to pay Securities payable on that date, then
from and after such Redemption Date, Repurchase Date, Fundamental Change
Repurchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and Interest on such Securities shall cease to accrue
and the rights of the Holders therein shall terminate whether or not the
Securities are surrendered to the Paying Agent (by effecting book entry transfer
of the Securities or delivering Certificated Securities), other than the right
to receive such payment upon such surrender; provided, that if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made.

If a Security is converted in accordance with Article 10, then from and after
the time of conversion on the date of conversion, such Security shall cease to
be outstanding and Interest shall cease to accrue and the rights of the Holders
therein shall terminate (other than the right to receive the Conversion
Settlement Distribution).

Section 2.09

Temporary Securities.

Pending the preparation of Certificated Securities, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the Certificated Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
Officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities.

If temporary Securities are issued, the Company shall cause Certificated
Securities to be prepared without unreasonable delay. After the preparation of
Certificated Securities, the temporary Securities shall be exchangeable for
Certificated Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 2.03,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like Original Principal Amount
of Certificated Securities of authorized denominations. Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as Certificated Securities.

Section 2.10

Cancellation.

All Securities surrendered for payment, purchase by the Company pursuant to
Article 3, conversion, redemption or registration of transfer or exchange shall,
if surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. The Company may not issue new Securities to replace Securities it has
paid or delivered to the Trustee for cancellation other than in connection with
registrations of transfer or exchange or that any Holder has converted pursuant
to Article 10. No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section 2.10, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of by the Trustee in accordance with the Trustee153s
customary procedure.

Section 2.11

Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of the Accreted Principal Amount of the
Security or any portion thereof, or the payment of any Redemption Price,
Repurchase Price or Fundamental Change Repurchase Price in respect thereof, and
Interest thereon, for the purpose of conversion and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

Section 2.12

Transfer Restriction Legend; Global Securities.

(a)

Restricted Securities shall bear the restricted legend set forth on, as
applicable, the forms of Securities attached hereto as Exhibit A and Exhibit B
(collectively, the “Transfer Restriction Legend“). If Securities are
issued upon the transfer, exchange or replacement of Restricted Securities, or
if a request is made to remove the Transfer Restriction Legend on a Security,
the Securities so issued shall bear the Transfer Restriction Legend, or the
Transfer Restriction Legend shall not be removed, as the case may be, unless
there is delivered to the Company and the Registrar such satisfactory evidence,
which shall include an Opinion of Counsel if requested by the Company or such
Registrar, as may be reasonably required by the Company or the

Registrar, that neither the Transfer Restriction Legend nor the restrictions
on transfer set forth therein are required to ensure that transfers thereof
comply with the provisions of Rule 144A or Rule 144 of the Securities Act or
that such Securities are not “restricted” within the meaning of Rule 144 of the
Securities Act; provided that no such evidence need be supplied in
connection with the sale of such Security pursuant to a registration statement
that is effective at the time of such sale. Upon (i) provision of such
satisfactory evidence if requested, or (ii) notification by the Company to the
Trustee and Registrar of the sale of such Security pursuant to a registration
statement that is effective at the time of such sale, the Trustee, at the
written direction of the Company, shall authenticate and deliver a Security that
does not bear the Transfer Restriction Legend. If the Transfer Restriction
Legend is removed from the face of a Security and the Security is subsequently
held by an Affiliate of the Company, the Transfer Restriction Legend shall be
reinstated.

(b)

The transfer and exchange of beneficial interests in the Global Securities
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures.

(i)

Beneficial interests in any Restricted Global Security may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the
same Restricted Global Security in accordance with the transfer restrictions set
forth in the Transfer Restriction Legend. Beneficial interests in any
Unrestricted Global Security may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same or any other
Unrestricted Global Security. No written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers described in
this Section 2.12(b)(i).

(ii)

In connection with all transfers and exchanges of beneficial interests that
are not subject to Section 2.12(b)(i), the transferor of such beneficial
interest must deliver to the Registrar an order from a Participant or an
Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Security in an amount equal to the
beneficial interest to be transferred or exchanged and instructions given in
accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase.

(iii)

A beneficial interest in any Restricted Global Security may be transferred to
a Person who takes delivery thereof in the form of a beneficial interest in
another Restricted Global Security if the transfer complies with the
requirements of Section 2.12(b)(ii) and the Registrar receives an Opinion of
Counsel reasonably acceptable to the Registrar to the effect that such transfer
does not require registration under the Securities Act.

(iv)

A beneficial interest in any Restricted Global Security may be exchanged for
a beneficial interest in an Unrestricted Global Security or transferred to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Security if (1) the exchange or transfer complies with the
requirements of Section 2.12(b)(ii) and (2) if the Registrar so requests or if
the Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Transfer Restriction Legend are no longer required
in order to maintain compliance with the Securities Act.

(c)

The restrictions imposed by the Transfer Restriction Legend upon the
transferability of any Security shall cease and terminate when such Security has
been sold pursuant to an effective registration statement under the Securities
Act or transferred in compliance with Rule 144 of the Securities Act (together
with any successor provision thereto, “Rule 144”) or, if earlier, upon the
expiration of the holding period applicable to sales thereof under Rule 144(d)
under the Securities Act (or any successor provision). Any Security as to which
such restrictions on transfer shall have expired in accordance with their terms
or shall have terminated may, upon a surrender of such Security for exchange to
the Registrar in accordance with the provisions of this Section 2.12
(accompanied, in the event that such restrictions on transfer have terminated by
reason of a transfer in compliance with Rule 144, by, if requested, an Opinion
of Counsel reasonably acceptable to the Company and to the Trustee, addressed to
the Company and to the Trustee and in form acceptable to the Company and to the
Trustee, to the effect that the transfer of such Security has been made in
compliance with Rule 144), be exchanged for a new Security, of like tenor and
aggregate Original Principal Amount, which shall not bear the Transfer
Restriction Legend. The Company shall inform the Trustee of the effective date
of any registration statement registering the Securities under the Securities
Act. The Trustee shall not be liable for any action taken or omitted to be taken
by it in good faith in accordance with the aforementioned Opinion of Counsel or
registration statement.

(d)

(i)

Notwithstanding any other provisions of this Indenture or the Securities, a
Global Security shall not be exchanged in whole or in part for a Security
registered in the name of any Person other than the Depositary or one or more
nominees thereof, provided that a Global Security may be exchanged for
Securities registered in the names of any Person designated by the Depositary in
the event that (1) the Depositary has notified the Company that it is unwilling
or unable to continue as Depositary for such Global Security or such Depositary
has ceased to be a “clearing agency” registered under Exchange Act, and a
successor Depositary is not appointed by the Company within 90 days, (2) the
Company determines at any time that the Securities shall no longer be
represented by Global Securities and shall inform such Depositary of such

determination in writing and participants in such Depositary elect to
withdraw their beneficial interests in the Global Securities from such
Depositary, following notification by the Depositary of their right to do so or
(3) an Event of Default has occurred and is continuing. Any Global Security
exchanged pursuant to clause (1) above shall be so exchanged in whole and not in
part, and any Global Security exchanged pursuant to clauses (2) or (3) above may
be exchanged in whole or from time to time in part as directed by the
Depositary. Any Security issued in exchange for a Global Security or any portion
thereof shall be a Global Security; provided that any such Security so
issued that is registered in the name of a person other than the Depositary or a
nominee thereof or any successor of either of the foregoing pursuant to this
paragraph shall not be a Global Security.

(ii)

Securities issued in exchange for a Global Security or any portion thereof
shall be issued in definitive, fully registered form, shall have an aggregate
Original Principal Amount equal to that of such Global Security or portion
thereof to be so exchanged, shall be registered in such names and be in such
authorized denominations as the Depositary shall designate and shall bear the
applicable legends provided for herein. Any Global Security to be exchanged in
whole shall be surrendered by the Depositary to the Registrar. With regard to
any Global Security to be exchanged in part, either such Global Security shall
be so surrendered for exchange or, if the Trustee is acting as custodian for the
Depositary or its nominee with respect to such Global Security, the Original
Principal Amount thereof shall be reduced by an amount equal to the portion
thereof to be so exchanged, by means of an appropriate adjustment made on the
records of the Trustee. Upon any such surrender or adjustment, the Trustee shall
authenticate and deliver the Security issuable on such exchange to or upon the
order of the Depositary or an authorized representative thereof.

(iii)

Subject to the provisions of clause (v) below, the registered Holder may
grant proxies and otherwise authorize any person, including Agent Members (as
defined below) and persons that may hold interests through Agent Members, to
take any action which a Holder is entitled to take under this Indenture or the
Securities.

(iv)

In the event of the occurrence of any of the events specified in clause (i)
above, the Company shall promptly make available to the Trustee a reasonable
supply of Certificated Securities in definitive, fully registered form.

(v)

Neither any members of the Depositary, nor any Participant or Indirect
Participant (collectively, the “Agent Members“) nor any other persons
on whose behalf Agent Members may act shall have any rights under this Indenture
with respect to any Global Security registered in the

name of the Depositary or any nominee thereof, or under any such Global
Security, and the Depositary or such nominee, as the case may be, may be treated
by the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner and Holder of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or such nominee, as the case may be, or impair, as between the Depositary, its
Agent Members and any other person on whose behalf an Agent Member may act, the
operation of customary practices of such Persons governing the exercise of the
rights of a Holder of any Security.

(vi)

Except as expressly set forth in this Indenture, none of the Trustee, any
Paying Agent, Conversion Agent, the Company or the Registrar shall have any
responsibility or obligation to any beneficial owner in the Global Securities, a
member of, or a participant in the Depositary or other Person with respect to
the accuracy of the records of the Depositary or its nominee or of any
participant or member thereof, with respect to any ownership interest in the
Global Securities or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depositary) of any notice
(including any notice of redemption) or the payment of any amount, under or with
respect to such Global Securities. All notices and communications to be given to
the Holders and all payments to be made to Holders under the Securities shall be
given or made only to or upon the order of the registered Holders (which shall
be, in the case of a Global Security, the Depositary or its nominee). The rights
of beneficial owners in the Global Securities shall be exercised only through
the Depositary subject to the applicable rules and procedures of the Depositary.
Other than as set forth in this Indenture, the Trustee, any Paying Agent, the
Conversion Agent, the Company and the Registrar may rely and shall be fully
protected in relying upon information furnished by the Depositary with respect
to its members, participants and any beneficial owners. Except as expressly set
forth in this Indenture, the Trustee, each Paying Agent, the Conversion Agent,
the Company and the Registrar shall be entitled to deal with any depositary
(including the Depositary), and any nominee thereof, that is the Holder of any
Global Securities as a Holder for all purposes of this Indenture relating to
such Global Securities (including the payment of principal, Interest and the
giving of instructions or directions by or to the owner or Holder of a
beneficial ownership interest in such Global Securities) as the sole Holder of
such Global Securities and shall have no obligations to the beneficial owners
thereof. None of the Trustee, any Paying Agent, the Conversion Agent, the
Company or the Registrar shall have any responsibility or liability for any acts
or omissions of any such depositary with respect to such Global Securities, for
the records of any such depositary, including records in respect of beneficial
ownership interests

in respect of any such Global Securities, for any transactions between such
depositary and any participant in such depositary or between or among any such
depositary, any such participant and/or any holder or owner of a beneficial
interest in such Global Securities or for any transfers of beneficial interests
in any such Global Securities.

(e)

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

The Trustee shall have no responsibility for the actions or omissions of the
Depositary, or the accuracy of the books and records of the Depositary.

Each Holder of a Security agrees to indemnify the Company and the Trustee
against any liability that may result from the transfer, exchange or assignment
of such Holder153s Security in violation of any provision of this Indenture and/or
applicable United States federal or state securities law.

Section 2.13

CUSIP Numbers.

The Company may issue the Securities with one or more “CUSIP”, “ISIN” or
other similar numbers (if then generally in use), and, if so, the Trustee shall
use “CUSIP” , “ISIN” or other similar numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption or purchase and
that reliance may be placed only on the other identification numbers printed on
the Securities, and any such redemption shall not be affected by any defect in
or omission of such numbers. The Company shall promptly notify the Trustee of
any change in the CUSIP, ISIN or other similar numbers.

Section 2.14

Accretion.

Commencing on the Closing Date, the principal amount of the Securities shall
accrete at a rate equal to 3.9755% per annum (compounded semi-annually).
Schedule II hereto sets forth the Accreted Principal Amounts per $1,000 Original
Principal Amount of Securities as of specified dates during the period from the
Closing Date through the Maturity Date.

Section 2.15

Calculation of Original Issue Discount.

The Company shall file with the Trustee within 30 days after the end of each
calendar year (i) a written notice specifying the amount of Original Issue
Discount (including daily rates and accrual periods) accrued on outstanding
Securities as of the end of such year and (ii) such

other specific information relating to such Original Issue Discount as may
then be required under the Code or the Treasury regulations promulgated
thereunder.

Section 2.16

Additional Securities.

If authorized by a resolution of the Board of Directors, the Company shall be
entitled to issue additional Securities under this Indenture (“Additional
Securities“) which shall have substantially identical terms as the
Securities, other than with respect to (i) the date of issuance, (ii) the issue
price, (iii) the amount of Interest payable on the first Interest Payment Date
applicable thereto, and (iv) the existence of transfer restrictions under the
Securities Act; provided that such issuance shall be made in compliance
with this Indenture; provided, further, that no Additional
Securities may be issued with the same “CUSIP”, “ISIN” or “Common Code” number
as other Securities unless it is so permitted in accordance with applicable law
and such Additional Securities are fungible with such other Securities for U.S.
federal tax purposes. The Securities issued on the Closing Date and any
Additional Securities shall be treated as a single class for all purposes under
this Indenture.

With respect to any Additional Securities, the Company shall set forth in an
Officer153s Certificate, a copy of which shall be delivered to the Trustee, or in
a supplemental indenture, the following information:

(1)

the aggregate Accreted Principal Amount of Securities outstanding immediately
prior to the issuance of such Additional Securities;

(2)

the aggregate Original Principal Amount of such Additional Securities to be
authenticated and delivered pursuant to this Indenture;

(3)

the issue price, if any, and the issue date of such Additional Securities and
the amount of Interest payable on the first Interest Payment Date applicable
thereto;

(4)

the “CUSIP”, “ISIN” or “Common Code” number, as applicable, of such
Additional Securities; and

(5)

whether such Additional Securities shall be Restricted Securities or
Unrestricted Securities.

ARTICLE 3

REDEMPTION AND REPURCHASES

Section 3.01

Company153s Right to Redeem; Notices to Trustee.

Prior to May 30, 2014, the Securities shall not be redeemable at the
Company153s option. On or after May 30, 2014, the Company, at its option, may
redeem the Securities for U.S. legal tender (“cash”) at any time, in whole or in
part, at a redemption price (the “Redemption Price”) equal to 100% of the
Accreted Principal Amount of the Securities redeemed, plus any accrued and
unpaid Interest on the Original Principal Amount of Securities redeemed up to,
but not including, the Redemption Date; provided, that if the
Redemption Date is on a date that is after an Interest

Record Date and on or prior to the corresponding Interest Payment Date, the
Redemption Price shall be 100% of the Accreted Principal Amount of the
Securities redeemed but shall not include accrued and unpaid Interest on the
Original Principal Amount of Securities redeemed. Instead, the Company shall pay
such Interest on the Interest Payment Date to the Holder of record on the
corresponding Interest Record Date. If the Company elects to redeem Securities
pursuant to this Section 3.01, it shall notify the Trustee in writing of such
election together with the Redemption Date, the Conversion Rate, the Original
Principal Amount and Accreted Principal Amount of Securities to be redeemed and
the Redemption Price per $1,000 Original Principal Amount. Notwithstanding the
foregoing, the Company may not redeem the Securities if it has failed to pay any
Interest on the Securities when due and such failure is continuing.

The Company shall give the notice to the Trustee provided for in this Section
3.01 by a Company Order, at least 45 days but not more than 75 days before the
Redemption Date (unless a shorter notice shall be satisfactory to the Trustee).

Section 3.02

Selection of Securities to Be Redeemed.

If less than all of the Securities are to be redeemed, unless the procedures
of the Depositary provide otherwise, the Trustee shall select the Securities to
be redeemed by lot, on a pro rata basis or by another method the Trustee
considers appropriate (so long as such method is not prohibited by the rules of
any stock exchange or quotation association on which the Securities are then
traded or quoted).

Securities and portions of Securities that the Trustee selects shall be in
Original Principal Amounts of $1,000 or an integral multiple of $1,000 Original
Principal Amount. Provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly (but in any case within seven days of
the Company Order referred to in Section 3.01) of the Securities or portions of
the Securities selected to be redeemed and, in the case of any Securities
selected for partial redemption, the method it has chosen for the selection of
the Security.

Following a notice of redemption, Securities and portions of Securities are
convertible, pursuant to Section 10.01(a)(2), by the Holder until the close of
business on the Business Day prior to the Redemption Date. If any Security
selected for partial redemption is converted in part before termination of the
conversion right with respect to the portion of the Security so selected, the
converted portion of such Security shall be deemed (so far as may be) to be the
portion selected for redemption. Securities that have been converted during a
selection of Securities to be redeemed may be treated by the Trustee as
outstanding for the purpose of such selection.

Section 3.03

Notice of Redemption.

At least 30 days but not more than 60 days before a Redemption Date, the
Company shall mail a notice of redemption (substantially in the form of Exhibit
C) by first-class mail, postage prepaid, to each Holder of Securities to be
redeemed.

The notice shall identify the Securities to be redeemed and shall state
(along with any other information the Company wishes to include):

(i)

the Redemption Date;

(ii)

the Redemption Price per $1,000 Original Principal Amount;

(iii)

the Conversion Rate;

(iv)

the name and address of the Paying Agent and Conversion Agent;

(v)

that Securities may be converted at any time before the close of business on
the Business Day prior to the Redemption Date;

(vi)

that Securities called for redemption and not converted shall be redeemed on
the Redemption Date;

(vii)

that Holders who want to convert their Securities must satisfy the
requirements set forth in the Securities;

(viii)

that Securities called for redemption must be surrendered to the Paying Agent
(by effecting book entry transfer of the Securities or delivering Certificated
Securities, together with necessary endorsements, as the case may be) to collect
the Redemption Price;

(ix)

if fewer than all of the outstanding Securities are to be redeemed, the
certificate numbers, if any, and the Original Principal Amount and Accreted
Principal Amounts of the particular Securities to be redeemed;

(x)

that, unless the Company defaults in making payment of such Redemption Price,
Interest on the Securities called for redemption shall cease to accrue and the
Accreted Principal Amount on such Securities shall cease to accrete in each case
from and after the Redemption Date; and

(xi)

the CUSIP, “ISIN” or other similar number(s), as the case may be, of the
Securities being redeemed.

At the Company153s request, the Trustee shall give the notice of redemption in
the Company153s name and at the Company153s expense, provided that the
Company makes such request at least seven Business Days (or such shorter period
as may be satisfactory to the Trustee) prior to the date by which such notice of
redemption must be given to Holders in accordance with this Section 3.03.

Section 3.04

Effect of Notice of Redemption.

Once notice of redemption is given, Securities called for redemption become
due and payable on the Redemption Date and at the Redemption Price stated in the
notice except for Securities that are converted in accordance with the terms of
this Indenture. Upon surrender to the Paying Agent, such Securities shall be
paid at the Redemption Price stated in the notice and from and after the
Redemption Date (unless the Company shall default in the payment of the
Redemption Price) such Securities shall cease to bear Interest and the rights of
the Holders therein shall terminate (other than the right to receive the
Redemption Price).

Section 3.05

Deposit of Redemption Price.

Prior to 10:00 a.m. (New York City time), on the Redemption Date, the Company
shall deposit with the Paying Agent (or if the Company or a Subsidiary or an
Affiliate of either of them is the Paying Agent, shall segregate and hold in
trust) money sufficient to pay the Redemption Price of all Securities to be
redeemed on that date other than Securities or portions of Securities called for
redemption which on or prior thereto have been delivered by the Company to the
Trustee for cancellation or have been converted. The Paying Agent shall as
promptly as practicable return to the Company any money not required for that
purpose because of conversion of Securities pursuant to Article 10. If such
money is then held by the Company or a Subsidiary or an Affiliate of either in
trust and is not required for such purpose it shall be discharged from such
trust.

Section 3.06

Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part, the Company shall
execute and the Trustee shall, without charge, authenticate and deliver to the
Holder a new Security in an authorized denomination equal in Original Principal
Amount to the unredeemed portion of the Security surrendered.

Section 3.07

Repurchase of Securities by the Company at Option of the Holder.

(a)

On each of November 30, 2014, November 30, 2018 and November 30, 2022 (each,
a “Repurchase Date“), each Holder shall have the option to require the
Company to repurchase for cash all of such Holder153s Securities not previously
called for redemption by the Company, or any portion thereof that is equal to or
an integral multiple of $1,000 Original Principal Amount for which that Holder
has properly delivered and not withdrawn a written Repurchase Notice (as defined
below) at a repurchase price equal to 100% of the Accreted Principal Amount of
those Securities, plus accrued and unpaid Interest on the Original Principal
Amount of those Securities up to, but not including, such Repurchase Date (the
“Repurchase Price“); provided, that if the Repurchase Date is
on a date that is after an Interest Record Date and on or prior to the
corresponding Interest Payment Date, the Repurchase Price shall be 100% of the
Accreted Principal Amount of the Securities repurchased but shall not include
such accrued and unpaid Interest. Instead, the Company shall pay such accrued
and unpaid Interest on the Interest Payment Date, to the Holder of Record on the
corresponding Interest Record Date. Not later than 20 Business Days prior to any
Repurchase Date, the Company shall mail a Company Notice (substantially in the
form of Exhibit D) by first class mail to the Trustee and to each Holder (and to
beneficial owners if required by applicable law). The Company Notice shall
include a form of Repurchase Notice to be completed by a Holder and shall state:

(i)

the Repurchase Date, the Repurchase Price per $1,000 Original Principal
Amount and the Conversion Rate;

(ii)

the name and address of the Paying Agent and the Conversion Agent;

(iii)

that Securities as to which a Repurchase Notice has been given may be
converted if they are otherwise convertible only in accordance with Article 10
hereof and the terms of the Securities if the applicable Repurchase Notice has
been withdrawn in accordance with the terms of this Indenture;

(iv)

that Securities must be surrendered to the Paying Agent (by effecting book
entry transfer of the Securities or delivering Certificated Securities, together
with necessary endorsements, as the case may be) to collect payment;

(v)

that the Repurchase Price for any Security as to which a Repurchase Notice
has been given and not withdrawn shall be paid promptly following the later of
the Business Day immediately following the Repurchase Date and the time of
surrender of such Security as described in clause (iv) above;

(vi)

the procedures the Holder must follow to exercise its right to require the
Company to repurchase such Holder153s Securities under this Section 3.07 and a
brief description of that right;

(vii)

briefly, the conversion rights, if any, that exist at the date of the Company
Notice or as a result of the Company Notice with respect to the Securities;

(viii)

the procedures for withdrawing a Repurchase Notice;

(ix)

that, unless the Company defaults in making payment on Securities for which a
Repurchase Notice has been submitted, Interest on such Securities shall cease to
accrue and the Accreted Principal Amount on such Securities shall cease to
accrete in each case from and after the Repurchase Date; and

(x)

the CUSIP, “ISIN” or other similar number(s), as the case may be, of the
Securities.

At the Company153s request, the Trustee shall give such Company Notice to each
Holder in the Company153s name and at the Company153s expense;
provided, however, that, in all cases, the text of such Company
Notice shall be prepared by the Company.

(b)

A Holder may exercise its rights specified in Section 3.07(a) upon delivery
to the Paying Agent of a written notice of repurchase (a “Repurchase
Notice“) during the period beginning at any time from the opening of
business on the date that is 20 Business Days prior to the relevant Repurchase
Date until the close of business on the Business Day immediately preceding such
Repurchase Date, stating:

(i)

if Certificated Securities have been issued, the certificate number(s) of the
Securities which the Holder shall deliver to be

repurchased or, if Certificated Securities have not been issued for such
Security, the Repurchase Notice shall comply with the appropriate Depositary
procedures for book-entry transfer,

(ii)

that all of the Holder153s Securities shall be delivered to be repurchased, or
if less than all, the portion of the Original Principal Amount of the Security
which the Holder shall deliver to be repurchased, which portion must be in
principal amounts of $1,000 or an integral multiple of $1,000, and

(iii)

that such Security shall be repurchased by the Company as of the Repurchase
Date pursuant to the terms and conditions specified in Section 5 of the
Securities and in this Indenture.

The delivery of such Security (together with all necessary endorsements) to
the Paying Agent at any time after delivery of the Repurchase Notice at the
offices of the Paying Agent shall be a condition to receipt by the Holder of the
Repurchase Price therefor; provided, however, that such
Repurchase Price shall be so paid pursuant to this Section 3.07 only if the
Security (together with all necessary endorsements) so delivered to the Paying
Agent shall conform in all respects to the description thereof in the related
Repurchase Notice.

The Company shall repurchase from the Holder thereof, pursuant to this
Section 3.07, a portion of a Security, if the Original Principal Amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the repurchase of all of a Security also apply to the
repurchase of such portion of such Security.

Any repurchase by the Company contemplated pursuant to the provisions of this
Section 3.07 shall be consummated by the delivery of the consideration to be
received by the Holder promptly following the later of the Business Day
immediately following the Repurchase Date and the time of delivery of the
Security (together with all necessary endorsements or notifications of
book-entry transfer).

Notwithstanding anything herein to the contrary, any Holder delivering to the
Paying Agent the Repurchase Notice contemplated by this Section 3.07 shall have
the right to withdraw such Repurchase Notice by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.09 at any time prior
to the close of business on the Business Day immediately preceding the
Repurchase Date.

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

Section 3.08

Repurchase of Securities at Option of the Holder Upon a
Fundamental Change.

(a)

If a Fundamental Change occurs, each Holder shall have the right, at such
Holder153s option, to require the Company to repurchase for cash all of such
Holder153s Securities not previously called for redemption by the Company, or any
portion thereof that is equal to or an integral multiple of $1,000 Original
Principal Amount, at a repurchase price equal

to 100% of the Accreted Principal Amount of those Securities, plus accrued
and unpaid Interest on the Original Principal Amount of those Securities up to,
but not including, the date (the “Fundamental Change Repurchase Date“)
that is 20 Business Days following the date of the notice of a Fundamental
Change mailed by the Company pursuant to Section 3.08(b) (the “Fundamental
Change Repurchase Price“), subject to satisfaction by or on behalf of the
Holder of the requirements set forth in Section 3.08(c); provided that
if the Fundamental Change Repurchase Date is on a date that is after an Interest
Record Date and on or prior to the corresponding Interest Payment Date, the
Fundamental Change Repurchase Price shall be 100% of the Accreted Principal
Amount of the Securities repurchased but shall not include accrued and unpaid
Interest. Instead, the Company shall pay such Interest on the Interest Payment
Date to the Holder of Record on the corresponding Interest Record Date.

(b)

No later than 15 days after the occurrence of a Fundamental Change, the
Company shall mail a Company Notice of the Fundamental Change (substantially in
the form of Exhibit E) by first class mail to the Trustee and to each Holder
(and to beneficial owners if required by applicable law). The Company Notice
shall include a form of Fundamental Change Repurchase Notice to be completed by
the Holder and shall state:

(i)

briefly, the events causing a Fundamental Change and the date of such
Fundamental Change;

(ii)

the date by which the Fundamental Change Repurchase Notice pursuant to this
Section 3.08 must be delivered to the Paying Agent in order for a Holder to
exercise the repurchase rights;

(iii)

the Fundamental Change Repurchase Date;

(iv)

the Fundamental Change Repurchase Price per $1,000 Original Principal Amount
of Securities;

(v)

the name and address of the Paying Agent and the Conversion Agent;

(vi)

the Conversion Rate;

(vii)

that the Securities as to which a Fundamental Change Repurchase Notice has
been given may be converted if they are otherwise convertible pursuant to
Article 10 hereof only if the Fundamental Change Repurchase Notice has been
withdrawn in accordance with the terms of this Indenture;

(viii)

that the Securities must be surrendered to the Paying Agent (by effecting
book entry transfer of the Securities or delivering Certificated Securities,
together with necessary endorsements, as the case may be) to collect payment;

(ix)

that the Fundamental Change Repurchase Price for any Security as to which a
Fundamental Change Repurchase Notice has been duly given and not withdrawn shall
be paid promptly following the later of the Business Day immediately following
the Fundamental Change Repurchase Date and the time of surrender of such
Security as described in clause (viii);

(x)

briefly, the procedures the Holder must follow to exercise rights under this
Section 3.08;

(xi)

briefly, the conversion rights, if any, that exist on the Securities at the
date of the Company Notice and as a result of such Fundamental Change;

(xii)

the procedures for withdrawing a Fundamental Change Repurchase Notice;

(xiii)

that, unless the Company defaults in making payment of such Fundamental
Change Repurchase Price on Securities for which a Fundamental Change Repurchase
Notice is submitted, Interest on Securities surrendered for purchase by the
Company shall cease to accrue and the Accreted Principal Amount on such
Securities shall cease to accrete in each case from and after the Fundamental
Change Repurchase Date; and

(xiv)

the CUSIP, “ISIN” or other similar number(s), as the case may be, of the
Securities.

(c)

A Holder may exercise its rights specified in this Section 3.08 upon delivery
of a written notice of repurchase (a “Fundamental Change Repurchase
Notice“) to the Paying Agent at any time on or prior to the close of
business on the Business Day immediately preceding the Fundamental Change
Repurchase Date, stating:

(i)

If Certificated Securities have been issued, the certificate number(s) of the
Securities which the Holder shall deliver to be repurchased or, if Certificated
Securities have not been issued, the Fundamental Change Repurchase Notice shall
comply with the appropriate Depositary procedures for book-entry transfer;

(ii)

(iii)

that such Security shall be repurchased pursuant to the terms and conditions
specified in Section 5 of the Securities and in this Indenture.

The delivery of such Security (together with all necessary endorsements) to
the Paying Agent with the Fundamental Change Repurchase Notice at the offices of
the Paying Agent shall be a condition to the receipt by the Holder of the
Fundamental Change Repurchase Price therefor; provided, however, that
such Fundamental Change Repurchase Price shall be so paid pursuant to this
Section 3.08 only if the Security (together with all necessary endorsements) so
delivered to the Paying Agent shall conform in all respects to the description
thereof set forth in the related Fundamental Change Repurchase Notice.

The Company shall repurchase from the Holder thereof, pursuant to this
Section 3.08, a portion of a Security if the Original Principal Amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the repurchase of all of a Security also apply to the
repurchase of such portion of such Security.

Any repurchase by the Company contemplated pursuant to the provisions of this
Section 3.08 shall be consummated by the delivery of the Fundamental Change
Repurchase Price promptly following the later of the Business Day following the
Fundamental Change Repurchase Date or the time of delivery of such Security
(together with all necessary endorsements or notifications of book-entry
transfer).

Notwithstanding the foregoing, Holders shall not have the right to require
the Company to repurchase the Securities upon a Change of Control described in
clause (ii) of the definition thereof if 90% or more than of the consideration
in the transaction or transactions constituting such Change of Control consists
of shares of common stock traded or to be traded immediately following such
Change of Control on a U.S. national securities exchange or The Nasdaq Global
Select Market, and, as a result of such transaction or transactions, the
Securities become convertible into such common stock (and any rights attached
thereto).

Notwithstanding anything herein to the contrary, any Holder delivering to the
Paying Agent the Fundamental Change Repurchase Notice contemplated by this
Section 3.08(c) shall have the right to withdraw such Fundamental Change
Repurchase Notice by delivery of a written notice of withdrawal to the Paying
Agent in accordance with Section 3.09 at any time prior to the close of business
on the Business Day immediately preceding the Fundamental Change Repurchase
Date.

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

Section 3.09

Effect of Repurchase Notice or Fundamental Change Repurchase
Notice.

(a)

Upon receipt by the Paying Agent of the Repurchase Notice or Fundamental
Change Repurchase Notice specified in Section 3.07 or Section 3.08, as
applicable, the Holder of the Security in respect of which such Repurchase
Notice or

Fundamental Change Repurchase Notice, as the case may be, was given shall
(unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the
case may be, is withdrawn as specified in Section 3.09(b)) thereafter be
entitled solely to receive the Repurchase Price or Fundamental Change Repurchase
Price, as the case may be, with respect to such Security whether or not the
Security is, in fact, properly delivered. Such Repurchase Price or Fundamental
Change Repurchase Price shall be paid to such Holder, subject to receipt of
funds and/or securities by the Paying Agent, promptly following the later of (x)
the Business Day following the Repurchase Date or the Fundamental Change
Repurchase Date, as the case may be, with respect to such Security (provided the
conditions in Section 3.07 or Section 3.08, as applicable, have been satisfied)
and (y) the time of delivery of such Security to the Paying Agent by the Holder
thereof in the manner required by Section 3.07 or Section 3.08, as applicable.
Securities in respect of which a Repurchase Notice or Fundamental Change
Repurchase Notice has been given by the Holder thereof may not be converted
pursuant to and to the extent permitted by Article 10 hereof on or after the
date of the delivery of such Repurchase Notice or Fundamental Change Repurchase
Notice unless such Repurchase Notice or Fundamental Change Repurchase Notice has
first been validly withdrawn as specified in Section 3.09(b).

(b)

A Repurchase Notice or Fundamental Change Repurchase Notice may be withdrawn
by means of a written notice of withdrawal delivered to the office of the Paying
Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase
Notice, as the case may be, at any time (i) in the case of the Repurchase
Notice, if received by the Paying Agent prior to the close of business on the
Repurchase Date or (ii) in the case of the Fundamental Change Repurchase Notice,
if received by the Paying Agent prior to the close of business on the Business
Day immediately preceding the Fundamental Change Repurchase Date, as the case
may be, specifying:

(i)

the Original Principal Amount, if any, of such Security which remains subject
to the original Repurchase Notice or Fundamental Change Repurchase Notice, as
the case may be, and which has been or shall be delivered for purchase by the
Company,

(ii)

if Certificated Securities have been issued, the certificate number, if any,
of the Security in respect of which such notice of withdrawal is being submitted
(or, if Certificated Securities have not been issued, that such withdrawal
notice shall comply with the appropriate Depositary procedures), and

(iii)

the Original Principal Amount of the Security with respect to which such
notice of withdrawal is being submitted.

Section 3.10

Deposit of Repurchase Price or Fundamental Change Repurchase
Price.

Prior to 10:00 a.m. (local time in The City of New York) on the Business Day
following the Repurchase Date or the Fundamental Change Repurchase Date, as the
case may be, the

Company shall deposit with the Paying Agent (or, if the Company or a
Subsidiary or an Affiliate of either of them is acting as the Paying Agent,
shall segregate and hold in trust as provided in Section 2.04) an amount of cash
in immediately available funds sufficient to pay the aggregate Repurchase Price
or Fundamental Change Repurchase Price, as the case may be, of all the
Securities or portions thereof which are to be purchased as of the Repurchase
Date or Fundamental Change Repurchase Date, as the case may be.

Section 3.11

Securities Purchased in Part.

Any Certificated Security which is to be purchased only in part shall be
surrendered at the office of the Paying Agent (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder153s attorney duly authorized in writing) and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder in aggregate Original
Principal Amount equal to, and in exchange for, the portion of the Original
Principal Amount of the Security so surrendered which is not purchased.

Section 3.12

Covenant to Comply with Securities Laws upon Purchase of Securities.

When complying with the provisions of Section 3.07 or Section 3.08 hereof
(provided that such offer or purchase constitutes an “issuer tender offer” for
purposes of Rule 13e-4 (which term, as used herein, includes any successor
provision thereto) under the Exchange Act at the time of such offer or
purchase), and subject to any exemptions available under applicable law, the
Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor
provision) and any other applicable tender offer rules under the Exchange Act,
and (ii) otherwise comply with all Federal and state securities laws so as to
permit the rights and obligations under Sections 3.07 and 3.08 to be exercised
in the time and in the manner specified in Sections 3.07 and 3.08.

Section 3.13

Repayment to the Company.

The Trustee and the Paying Agent shall return to the Company any cash that
remains unclaimed as provided in Section 12 of the Securities, together with
interest, if any, thereon (subject to the provisions of Section 7.01(f)), held
by them for the payment of the Repurchase Price or Fundamental Change Repurchase
Price, as the case may be.

ARTICLE 4

COVENANTS

Section 4.01

Payment of Securities.

The Company shall make all payments in respect of the Securities on the dates
and in the manner provided in the Securities or pursuant to this Indenture. Any
amounts of cash in immediately available funds or shares of Common Stock to be
given to the Trustee or Paying

Agent shall be deposited with the Trustee or Paying Agent by 10:00 a.m., New
York City time, by the Company. The Accreted Principal Amount of, and Interest
on, the Securities, and the Redemption Price, Repurchase Price and the
Fundamental Change Repurchase Price shall be considered paid on the applicable
date due if on such date (which, in the case of a Repurchase Price or a
Fundamental Change Repurchase Price, shall be on the Business Day immediately
following the applicable Repurchase Date or Fundamental Change Repurchase Date,
as the case may be) the Trustee or the Paying Agent holds, in accordance with
this Indenture, cash or securities, if permitted hereunder, sufficient to pay
all such amounts then due.

Section 4.02

SEC and Other Reports.

The Company shall deliver to the Trustee, within 15 days after it files such
annual and quarterly reports, information, documents and other reports with the
SEC, copies of its annual report and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) whether or not the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Delivery of
such 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
conclusively on Officer153s Certificates).

Section 4.03

Compliance Certificate.

The Company shall deliver to the Trustee within 120 days after the end of
each fiscal year of the Company (beginning with the fiscal year ending April 30,
2011) an Officer153s Certificate, stating whether or not to the knowledge of the
signer thereof, the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which such Officer may have knowledge.

The Company shall, so long as any of the Securities are outstanding, deliver
to the Trustee, within 30 days of any executive officer of the Company becoming
aware of any Default or Event of Default, an Officer153s Certificate specifying
such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.

Section 4.04

Further Instruments and Acts.

The Company shall execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

Section 4.05

Delivery of Certain Information.

At any time when the Company is not subject to Section 13 or 15(d) of the
Exchange Act and there are Securities outstanding that were initially issued in
reliance on Rule 144A under the Securities Act, upon the request of a Holder or

any beneficial owner of Securities or holder or beneficial owner of shares of
Common Stock issued upon conversion thereof, the Company will promptly furnish
or cause to be furnished Rule 144A Information (as defined below), if any, to
such Holder or any beneficial owner of Securities or holder or beneficial owner
of shares of Common Stock issued upon conversion thereof, or to a prospective
purchaser of any such security designated by any such holder, as the case may
be, until the second anniversary of the last issuance of any Securities issued
in reliance on Rule 144A under the Securities Act, to the extent required to
permit compliance by such Holder or holder with Rule 144A under the Securities
Act in connection with the resale of any such security. “Rule 144A Information”
shall be such information as is specified pursuant to Rule 144A(d)(4) under the
Securities Act. Whether a person is a beneficial owner shall be determined by
the Company to the Company153s reasonable satisfaction.

Section 4.06

[Omitted.]

Section 4.07

Maintenance of Office or Agency.

The Company shall maintain in the United States of America an office or
agency of the Trustee, Registrar, Paying Agent and Conversion Agent where
Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer, exchange, purchase, redemption or
conversion and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The Corporate Trust Office of
the Trustee, as listed in Section 13.02, shall initially be such office or
agency for all of the aforesaid purposes. The Company shall give prompt written
notice to the Trustee of the location, and of any change in the location, of any
such office or agency (other than a change in the location of the office of the
Trustee). If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 13.02.

The Company may also from time to time designate one or more other offices or
agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in the United States of America for such purposes.

ARTICLE 5

SUCCESSOR PERSON

Section 5.01

When Company May Merge or Transfer Assets.

The Company shall not consolidate with or merge with or into any other Person
or convey, transfer, sell, lease or otherwise dispose of all or substantially
all of its assets to any Person, unless:

(a)

Either

(i)

the Company is the surviving Person in the case of a merger, or

(ii)

the resulting, surviving or transferee Person (the “successor Person”) will
be a corporation organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia, and the successor Person
(if not the Company) will expressly assume, by indenture supplemental hereto,
executed and delivered to the Trustee, in form reasonably satisfactory to the
Trustee, all of the obligations of the Company under the Securities and this
Indenture;

(b)

immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing; and

(c)

the Company shall have delivered to the Trustee an Officer153s Certificate and
an Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer, sale or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, comply with this
Article 5 and that all conditions precedent herein provided relating to such
transaction have been satisfied.

For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of the properties and assets of one or more Subsidiaries (other than
to the Company or another Subsidiary), which, if such assets were owned by the
Company, would constitute all or substantially all of the properties and assets
of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the
Company.

The successor Person formed by such consolidation or into which the Company
is merged or the successor Person to which such conveyance, transfer, sale,
lease or other disposition is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture with the
same effect as if such successor had been named as the Company herein; and
thereafter, except in the case of a lease and obligations the Company may have
under a supplemental indenture, the Company shall be discharged from all
obligations and covenants under this Indenture and the Securities. Subject to
Section 9.06, the Company, the Trustee and the successor Person shall enter into
a supplemental indenture to evidence the succession and substitution of such
successor Person and such discharge and release of the Company.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01

Events of Default.

So long as any Securities are outstanding, each of the following shall be an
“Event of Default“:

(a)

following the exercise by the Holder of the right to convert a Security in
accordance with Article 10 hereof, the Company fails to comply with its
obligations to deliver the cash or shares of Common Stock, if any, required to
be delivered as part of the applicable Conversion Settlement Distribution on the
applicable Conversion Settlement Date and such failure continues for a period of
5 days or more;

(b)

the Company defaults in its obligation to provide timely notice of a
Fundamental Change to the Trustee and each Holder as required under Section
3.08(b);

(c)

the Company defaults in its obligation to redeem any Security, or any portion
thereof, called for redemption by the Company pursuant to and in accordance with
Section 3.01 hereof;

(d)

the Company defaults in the payment of the Accreted Principal Amount of any
Security when due at maturity, redemption, upon repurchase or otherwise
(including, without limitation, upon the exercise by a Holder of its right to
require the Company to repurchase such Securities pursuant to and in accordance
with Section 3.07 or Section 3.08 hereof), whether or not prohibited by Article
11;

(e)

the Company defaults in the payment of any Interest when due and payable, and
continuance of such default for a period of 30 days, whether or not prohibited
by Article 11;

(f)

the Company fails to perform or observe any term, covenant or warranty or
agreement in the Securities or this Indenture (other than those referred to in
clause (a) through clause (e) above) and such failure continues for 60 days
after receipt by the Company of a Notice of Default;

(g)

default under any credit agreement, mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of the Company153s
Significant Subsidiaries (or the payment of which is guarantee by the Company or
any of its Significant Subsidiaries), which default:

(i)

is caused by a failure to pay when due any principal of or interest on such
Indebtedness within the grace period provided for in such Indebtedness, which
failure continues beyond any applicable grace period, or

(ii)

results in the acceleration of such Indebtedness prior to its express
maturity, without such acceleration being rescinded or annulled,

and, in each case, the principal amount of such Indebtedness, together with
the principal amount of any other such Indebtedness under which there is a
payment default or the maturity of which has been so accelerated, aggregates
$15,000,000 or more and such payment default is not cured or such acceleration
is not annulled within 30 days after notice;

(h)

failure by the Company or any of its Significant Subsidiaries to pay final,
non-appealable judgments (other than any judgment as to which a reputable
insurance company has accepted full liability) aggregating in excess of
$15,000,000, which judgments are not stayed, bonded or discharged within 60 days
after their entry;

(i)

the entry by a court having jurisdiction in the premise of (i) a decree or
order for relief in respect of the Company or any of its Significant
Subsidiaries, in an involuntary case or proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law (any
“Bankruptcy Law“) or (ii) a decree or order adjudging the Company or
any Significant Subsidiary, a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company or any Significant Subsidiary, under any
applicable Bankruptcy Law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or any
Significant Subsidiary or of any substantial part of any of their property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order described
in clause (i) or (ii) above is unstayed and in effect for a period of 60
consecutive days; and

(j)

(i) the commencement by the Company or any Significant Subsidiary of a
voluntary case or proceeding under any applicable Bankruptcy Law or of any other
case or proceeding to be adjudicated a bankrupt or insolvent, or (ii) the
consent by the Company or any Significant Subsidiary, to the entry of a decree
or order for relief in respect of the Company or any Significant Subsidiary, in
an involuntary case or proceeding under any applicable Bankruptcy Law or to the
commencement of any bankruptcy or insolvency case or proceeding against the
Company or any Significant Subsidiary, or (iii) the filing by the Company or any
Significant Subsidiary, of a petition or answer or consent seeking
reorganization or relief under any applicable Bankruptcy Law, or (iv) the
consent by the Company or any Significant Subsidiary to the filing of such
petition or to the appointment of or the taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or any Significant Subsidiary or of any substantial part of any
of their property, or (v) the making by the Company or any Significant
Subsidiary, of a general assignment for the benefit of creditors, or the
admission by the Company or any Significant Subsidiary, in writing of its
inability to pay its debts generally as they become due.

The foregoing shall constitute Events of Default whatever the reason for any
such Event of Default and whether it is voluntary or involuntary or is effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body.

For the avoidance of doubt, clause (f) above shall not constitute an Event of
Default until the Trustee notifies the Company, or the Holders of at least 25%
in aggregate Accreted Principal Amount of the Securities at the time outstanding
notify the Company and the Trustee, of such default and the Company does not
cure such default (and such default is not waived) within the time specified in
clause (f) above after actual receipt of such notice. Any such notice must
specify the default, demand that it be remedied and state that such notice is a
“Notice of Default.”

Section 6.02

Acceleration.

Subject to Section 6.03, if an Event of Default (other than an Event of
Default specified in Section 6.01(i) or Section 6.01(j) with respect to the
Company) occurs and is continuing (the Event of Default not having been cured or
waived), the Trustee by notice to the Company, or the Holders of at least 25% in
aggregate Accreted Principal Amount of the Securities at the time outstanding by
notice to the Company and the Trustee, may declare the Accreted Principal Amount
of the Securities and any accrued and unpaid Interest on all the Securities to
be immediately due and payable. Upon such a declaration, such accelerated amount
shall be immediately due and payable. If an Event of Default specified in
Section 6.01(i) or Section 6.01(j) with respect to the Company occurs and is
continuing, the Accreted Principal Amount of the Securities and any accrued and
unpaid Interest on all the Securities shall become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in aggregate Accreted Principal
Amount of the Securities at the time outstanding, by notice to the Trustee (and
without notice to any other Securityholder) may rescind an acceleration and its
consequences, and thereby waive the Events of Default giving rise to such
acceleration, if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of the principal amount of the Securities and any accrued and unpaid
Interest that have become due solely as a result of acceleration. No such
rescission shall affect any subsequent Event of Default or impair any right
consequent thereto.

Section 6.03

Other Remedies.

Notwithstanding anything to the contrary in Section 6.02, the sole remedy for
any breach by the Company of its obligation to file periodic or other reports
pursuant to Section 4.02 and 4.05 shall be the payment of additional interest
and a reduction in the default thresholds as described in the last sentence of
this paragraph. Holders may not accelerate the maturity of the Securities as a
result of any such breach. If a breach of the Company153s obligation under Section
4.02 occurs and continues for 90 days after notice thereof is given in
accordance with this Indenture, the Company shall pay additional interest to all
Securityholders at a rate equal to 0.50% per annum of the Securities153 Original
Principal Amount from the 90th day following such notice until such breach is
cured, and until such breach is cured, the default thresholds in clauses (g) and
(h) of Section 6.01 shall be reduced to $5,000,000.

If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of the Accreted Principal Amount of the
Securities and any accrued and unpaid Interest on the Securities or to enforce
the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if the Trustee does not possess
any of the Securities or does not produce any of the Securities in the
proceeding. A delay or omission by the Trustee or any Securityholder 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. No remedy is exclusive of any other remedy. All available
remedies are cumulative.

Section 6.04

Waiver of Past Defaults.

The Holders of a majority in aggregate Accreted Principal Amount of the
Securities at the time outstanding, by notice to the Trustee (and without notice
to any other Securityholder), may waive any existing or past Default and its
consequences except (1) an Event of Default described in clauses (a), (b), (c),
(d), and (e) of Section 6.01 or (2) an Event of Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each
Securityholder affected. When a Default is waived, it is deemed cured, but no
such waiver shall extend to any subsequent or other Default or impair any
consequent right.

Section 6.05

Control by Majority.

The Holders of a majority in aggregate Accreted Principal Amount of the
Securities at the time outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or that
the Trustee determines is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability;
provided, that the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction or this Indenture.
Prior to taking any action under this Indenture, the Trustee may require
indemnity satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.

Section 6.06

Limitation on Suits.

A Securityholder may not pursue any remedy with respect to this Indenture or
the Securities, except in case of a Default due to the non-payment of the
principal amount of the Securities, or any accrued and unpaid Interest, unless:

(i)

the Holder gives to the Trustee written notice stating that a Default is
continuing;

(ii)

the Holders of at least 25% in aggregate Accreted Principal Amount of the
Securities at the time outstanding make a written request to the Trustee to
pursue the remedy and offer the Trustee reasonable security or indemnity;

(iii)

the Trustee does not comply with the request within 60 days after receipt of
such notice and offer of security or indemnity; and

(iv)

the Holders of a majority in aggregate Accreted Principal Amount of the
Securities at the time outstanding do not give the Trustee a direction
inconsistent with the request during such 60-day period.

A Securityholder may not use this Indenture to prejudice the rights of any
other Securityholder or to obtain a preference or priority over any other
Securityholder (it being understood that the Trustee does not have an
affirmative duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders).

Section 6.07

Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of the Accreted Principal Amount of the Securities and
any accrued and unpaid Interest in respect of the Securities held by such
Holder, on or after the respective due dates expressed in the Securities or any
Redemption Date, Repurchase Date or Fundamental Change Repurchase Date, and to
convert the Securities in accordance with Article 10, or to bring suit for the
enforcement of any such payment or the right to convert on or after such
respective dates, shall not be impaired or affected adversely without the
consent of such Holder.

Section 6.08

Collection Suit by Trustee.

If an Event of Default described in Section 6.01 clauses (a) through (e)
(other than (b)) occurs and is continuing, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company for the
whole amount owing with respect to the Securities and the amounts provided for
in Section 7.07.

Section 6.09

Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the Accreted Principal Amount of
the Securities, and any accrued and unpaid Interest in respect of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any such amount) shall be entitled and empowered,
by intervention in such proceeding or otherwise:

(a)

to file and prove a claim for the whole Accreted Principal Amount of the
Securities and any accrued and unpaid Interest, if any, and to file such 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 or any other
amounts due the Trustee under Section 7.07) and of the Holders allowed in such
judicial proceeding, and

(b)

to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or similar official in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07.

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

The Company agrees not to object to the Trustee participating as a member of
any official committee of creditors of the Company as it deems necessary or
advisable.

Section 6.10

Priorities.

Any money collected by the Trustee pursuant to this Article 6, and, after an
Event of Default, any money or other property distributable in respect of the
Company153s obligations under this Indenture, shall be paid out in the following
order:

FIRST: to the Trustee (including any predecessor Trustee) for amounts due
under Section 7.07;

SECOND: to Securityholders for amounts due and unpaid on the Securities for
the Accreted Principal Amount of the Securities and any accrued and unpaid
Interest, as the case may be, ratably, without preference or priority of any
kind, according to such amounts due and payable on the Securities; and

THIRD: the balance, if any, to the Company.

The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. At least 15 days before such
record date, the Trustee shall mail to each Securityholder and the Company a
notice that states the record date, the payment date and the amount to be paid.

Section 6.11

Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
(other than the Trustee) 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 6.11 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10%
in aggregate Accreted Principal Amount of the Securities at the time
outstanding.

Section 6.12

Waiver of Stay, Extension or Usury Laws.

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

ARTICLE 7

TRUSTEE

Section 7.01

Duties of Trustee.

(a)

If an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture and use
the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person153s own
affairs.

(b)

Except during the continuance of an Event of Default:

(i)

the Trustee need perform only those duties that are specifically set forth in
this Indenture and no others, and no implied duties, covenants or obligations
shall be read into this Indenture against the Trustee; and

(ii)

in the absence of bad faith on its part, the Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture, but in the case of any such certificates
or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to 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 Section 7.01(c) does not limit the effect of Sections 7.01(b) and
7.01(g);

(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 6.05.

(d)

Every provision of this Indenture that in any way relates to the Trustee is
subject to this Section 7.01.

(e)

The Trustee may refuse to perform any duty or exercise any right or power
unless it receives indemnity satisfactory to it against any loss, liability or
expense.

(f)

Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee (acting in any
capacity hereunder) shall be under no liability for interest on any money
received by it hereunder unless otherwise agreed in writing with the Company
(provided that any interest earned on money held by the Trustee in trust
hereunder shall be the property of the Company).

(g)

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 for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it.

Section 7.02

Rights of Trustee.

Subject to the provisions of Section 7.01:

(a)

the Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document (whether in
original or facsimile form) believed by it to be genuine and to have been signed
or presented by the proper party or parties;

(b)

whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or
omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officer153s Certificate;

(c)

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

(d)

the Trustee shall not be liable for any action taken, suffered, or omitted to
be taken by it in good faith which it believes to be authorized or within its
rights or powers conferred under this Indenture;

(e)

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

(f)

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

(g)

any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(h)

the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness 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, during regular
business hours, examine the books, records and premises of the Company,
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;

(i)

Except with respect to Section 4.01, the Trustee shall have no duty to
inquire as to the performance of the Company with respect to the covenants
contained in Article 4. In addition, the Trustee shall not be deemed to have
knowledge of an Event of Default except (i) any Default or Event of Default
occurring pursuant to Sections 6.01(a), 6.01(c), 6.01(d) or 6.01(e) or (ii) any
Default or Event of Default of which the Trustee shall have received written
notification or obtained actual knowledge;

(j)

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

(k)

the Trustee may request that the Company deliver an Officer153s 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 Officer153s
Certificate may be signed by any person authorized to sign an Officer153s
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded;

(l)

the permissive rights of the Trustee to take certain actions under this
Indenture shall not be construed as a duty unless so specified herein;

(m)

delivery of reports, information and documents to the Trustee under Section
4.02 is for informational purposes only and the Trustee153s receipt of the
foregoing shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including compliance
with any of their

covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer153s Certificates); and

(n)

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.

Section 7.03

Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities 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,
Registrar, Conversion Agent or co-registrar may do the same with like rights.
However, the Trustee must comply with Section 7.10 and Section 7.11.

Section 7.04

Trustee153s Disclaimer.

The Trustee makes no representation as to, and shall have no responsibility
for, the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company153s use or application by the Company of the
Securities or of the proceeds from the Securities, it shall not be responsible
for the correctness of any statement in any registration statement for any
Securities under the Securities Act or in any offering document for any
Securities, the Indenture or the Securities (other than its certificate of
authentication), or the determination as to which beneficial owners are entitled
to receive any notices hereunder.

Section 7.05

Notice of Defaults.

If a Default or Event of Default occurs and if it is known to the Trustee,
the Trustee shall give to each Securityholder notice of the Default or Event of
Default (and, to the extent applicable, notice if any payment is due with
respect to Section 6.03) within 90 days after it is known to the Trustee, unless
such Default or Event of Default shall have been cured or waived before the
giving of such notice. Notwithstanding the preceding sentence, except in the
case of a Default or Event of Default described in clauses (d) and (e) of
Section 6.01, the Trustee may withhold the notice if and so long as a committee
of its Responsible Officers in good faith determines that withholding the notice
is in the interest of the Securityholders. The Trustee shall not be deemed to
have knowledge of a Default or Event of Default unless a Responsible Officer of
the Trustee has received written notice of such Default or Event of Default,
which notice specifically references this Indenture and the Securities.

Section 7.06

Reports by Trustee to Holders.

Within 60 days after each April 30 beginning with April 30, 2011, the Trustee
shall mail to each Securityholder a brief report dated as of such April 30 that
complies with TIA Section 313(a). The Trustee also shall comply with TIA Section
313(b). Any reports required by this Section 7.06 shall be transmitted by mail
to Securityholders in accordance with TIA Section 313(c).

A copy of each report at the time of its mailing to Securityholders shall be
filed with the SEC and each securities exchange, if any, on which the Securities
are listed. The Company agrees to notify the Trustee promptly whenever the
Securities become listed on any securities exchange and of any delisting
thereof.

Section 7.07

Compensation and Indemnity.

The Company agrees:

(a)

to pay to the Trustee from time to time such compensation as the Company and
the Trustee shall from time to time agree in writing for all services rendered
by it hereunder (which compensation shall not be limited (to the extent
permitted by law) by any provision of law in regard to the compensation of a
trustee of an express trust);

(b)

to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses, advances and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its own negligence,
willful misconduct or bad faith; and

(c)

to indemnify the Trustee or any predecessor Trustee and their agents for, and
to hold them harmless against, any loss, damage, claim, liability, cost or
expense (including reasonable attorney153s fees and expenses, and taxes (other
than taxes based upon, measured by or determined by the income of the Trustee))
incurred without negligence, willful misconduct or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses of defending itself against any claim
(whether asserted by the Company or any Holder or any other person) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder.

To secure the Company153s payment obligations in this Section 7.07, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay the Accreted
Principal Amount of, or the Redemption Price, Repurchase Price, Fundamental
Change Repurchase Price or Interest, as the case may be, on particular
Securities.

The Company153s payment, reimbursement and indemnity obligations pursuant to
this Section 7.07 shall survive the satisfaction and discharge of this
Indenture, the resignation or removal of the Trustee and the termination of this
Indenture for any reason. In addition to and without prejudice to its rights
hereunder, when the Trustee incurs expenses or renders services in

connection with an Event of Default specified in Section 6.01(i) or Section
6.01(j), the expenses, including the reasonable charges and expenses of its
counsel and the compensation for services payable pursuant to Section 7.07(a),
are intended to constitute expenses of administration under any applicable
federal or state bankruptcy, insolvency or similar laws.

For the purposes of this Section 7.07, the “Trustee” shall include any
predecessor Trustee; provided, however, that except as may be otherwise
agreed among the parties, the negligence, willful misconduct or bad faith of any
Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Section 7.08

Replacement of Trustee.

The Trustee may resign at any time by so notifying the Company; provided,
however, no such resignation shall be effective until a successor Trustee has
accepted its appointment pursuant to this Section 7.08. The Holders of a
majority in aggregate Accreted Principal Amount of the Securities at the time
outstanding may remove the Trustee by so notifying the Trustee and the Company
in writing. The Company shall remove the Trustee if:

(i)

the Trustee fails to comply with Section 7.10;

(ii)

the Trustee is adjudged bankrupt or insolvent;

(iii)

a receiver or 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 or if a vacancy exists in the office of
Trustee for any reason, the Company shall promptly appoint, by resolution of its
Board of Directors, a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to
the retiring Trustee and to the Company satisfactory in form and substance to
the retiring Trustee and 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 Securityholders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 7.07.

If a successor Trustee does not take office within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of a majority in aggregate Accreted Principal Amount of the Securities at the
time outstanding may petition any court of competent jurisdiction at the expense
of the Company for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

So long as no Default or Event of Default shall have occurred and be
continuing, if the Company shall have delivered to the Trustee (i) a Board
Resolution appointing a successor Trustee, effective as of a date at least 30
days after delivery of such Resolution to the Trustee, and (ii) an instrument of
acceptance of such appointment, effective as of such date, by such successor
Trustee in accordance with this Indenture, the Trustee shall be deemed to have
resigned as contemplated in this Section 7.08, the successor Trustee shall be
deemed to have been accepted as contemplated in this Indenture, all as of such
date, and all other provisions of this Indenture shall be applicable to such
resignation, appointment and acceptance.

Section 7.09

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 Person,
the resulting, surviving or transferee Person without any further act shall be
the successor Trustee, subject to Sections 7.10 and 7.11.

Section 7.10

Eligibility; Disqualification.

The Trustee shall at all times satisfy the requirements of TIA Sections
310(a)(1) and 310(b). The Trustee (or any parent holding company) shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. Nothing herein contained shall
prevent the Trustee from filing with the Commission the application referred to
in the penultimate paragraph of TIA Section 310(b).

Section 7.11

Preferential Collection of Claims Against Company.

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

Section 7.12

May Hold Securities.

The Trustee, the Conversion Agent, any Authenticating Agent, any Paying
Agent, any Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 7.07 and 7.11, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Conversion Agent, Authenticating Agent,
Paying Agent, Registrar or such other agent.

ARTICLE 8

DISCHARGE OF INDENTURE

Section 8.01

Discharge of Liability on Securities.

When (i) the Company causes to be delivered to the Trustee all outstanding
Securities (other than Securities replaced or repaid pursuant to Section 2.07)
for cancellation or (ii) all outstanding Securities have become due and payable
and the Company deposits with the Trustee cash sufficient to pay all amounts due
and owing on all outstanding Securities (other than Securities replaced pursuant
to Section 2.07), and if in either case the Company pays all other

sums payable hereunder by the Company, then this Indenture shall, subject to
Section 7.07, cease to be of further effect. The Trustee shall join in the
execution of a document prepared by the Company acknowledging satisfaction and
discharge of this Indenture on demand of the Company accompanied by an Officer153s
Certificate and Opinion of Counsel and at the cost and expense of the Company.

Section 8.02

Repayment to the Company.

The Trustee and the Paying Agent shall return to the Company upon written
request any money or securities held by them for the payment of any amount with
respect to the Securities that remains unclaimed for two years, subject to
applicable abandoned property law. After return to the Company, Holders entitled
to the money or securities must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person
and the Trustee and the Paying Agent shall have no further liability to the
Securityholders with respect to such money or securities for that period
commencing after the return thereof.

Section 8.03

Application of Trust Money.

The Trustee shall hold in trust all money and other consideration deposited
with it pursuant to Section 8.01 and shall apply such deposited money and other
consideration through the Paying Agent and in accordance with this Indenture to
the payment of amounts due on the Securities. Money and other consideration so
held in trust is subject to the Trustee153s rights under Section 7.07.

ARTICLE 9

AMENDMENTS

Section 9.01

Without Consent of Holders.

The Company and the Trustee may modify or amend this Indenture or the
Securities without the consent of any Securityholder to:

(a)

add guarantees with respect to the Securities or secure the Securities;

(b)

remove any guarantee added to the Securities pursuant to clause (a) above,
unless such guarantee is required pursuant to Section 5.01(a);

(c)

provide for the transfer and exchange of Certificated Securities;

(d)

add to the covenants or Events of Default of the Company for the benefit of
the Holders of Securities;

(e)

surrender any right or power herein conferred upon the Company;

(f)

provide for conversion rights of Holders of Securities if any
reclassification or change of the Common Stock or any consolidation, merger or
sale of all or substantially all of the Company153s assets occurs;

(g)

evidence the assumption by a successor Person (and the public acquirer, if
applicable) of the Company153s obligations to the Holders of Securities in the
case of a merger, consolidation, conveyance, transfer, sale, lease or other
disposition pursuant to Article 5 hereof (or Section 10.01(d) in the case of a
public acquirer) and provide for any provisions described in Section 10.01(d),
Section 10.05 and Section 10.13;

(h)

provide for uncertificated Securities in addition to or in place of
Certificated Securities; provided, however, that
uncertificated Securities are issued in registered form for purposes of Section
163(f) of the Code or in a manner such that uncertificated Securities are
described in Section 163(f)(2)(B) of the Code;

(i)

change the Conversion Rate in accordance with this Indenture;
provided, however, that any increase in the Conversion Rate other
than pursuant to Article 10 shall not adversely affect the interests of the
Holders of Securities (after taking into account U.S. federal income tax and
other consequences of such increase);

(j)

effect the qualification of this Indenture under the TIA and comply with the
requirements of the SEC to effect such qualification;

(k)

cure any ambiguity or to correct or supplement any provision herein which may
be inconsistent with any other provision herein or which is otherwise defective;

(l)

add or modify any other provisions herein with respect to matters or
questions arising hereunder which the Company and the Trustee may deem necessary
or desirable and which, in the good faith opinion of the Board of Directors of
the Company (as evidenced by a Board Resolution) and the Trustee, shall not
individually or in the aggregate with all other such changes have or
subsequently have a material adverse effect on the interests of the Holders of
Securities;

(m)

establish the form of Certificated Securities if issued (substantially in the
form of Exhibit B); or

(n)

evidence and provide for the acceptance of the appointment under this
Indenture of a successor Trustee in accordance with the terms of this Indenture.

Section 9.02

With Consent of Holders.

Except as provided below in this Section 9.02 and in Section 9.01, this
Indenture or the Securities may be amended, modified or supplemented, and
noncompliance in any particular instance with any provision of this Indenture or
the Securities may be waived, in each case with the written consent of the
Holders of at least a majority of the Accreted Principal Amount of the
Securities at the time outstanding.

Without the written consent or the affirmative vote of each Holder of
Securities affected thereby, an amendment, supplement or waiver under this
Section 9.02 may not:

(a)

reduce the Accreted Principal Amount or Original Principal Amount of or
change the maturity of any Security, or the payment date of any installment of
Interest payable on any Security;

(b)

reduce the Redemption Price, Repurchase Price or Fundamental Change
Repurchase Price of, any Security or change the time at which or circumstances
under which the Securities may be redeemed or repurchased;

(c)

change the currency of payment of such Securities or Interest, Redemption
Price, Fundamental Change Repurchase Price or Repurchase Price thereon;

(d)

alter the manner of calculation or rate of accrual of Interest, or extend the
time for payment of any such amount or the Redemption Price, Fundamental Change
Repurchase Price or Repurchase Price of any Security;

(e)

impair the right of any Holder to institute suit for the enforcement of any
payment on or with respect to, or conversion of, any Security;

(f)

adversely affect the repurchase option of the Holders of the Securities as
provided in Article 3 or the right of the Holders of the Securities to convert
any Security as provided in Article 10 or reduce the number of Common Shares or
any other property receivable upon conversion, except as otherwise permitted
pursuant to Article 5 or Section 10.05 hereof;

(g)

modify the redemption provisions of Article 3 in a manner adverse to the
Holders of the Securities;

(h)

change the Company153s obligation to maintain an office or agency in the places
and for the purposes specified in this Indenture; or

(i)

modify any of the provisions of this Section 9.02, or reduce the percentage
of the aggregate Accreted Principal Amount of outstanding Securities required to
amend, modify or supplement the Indenture or the Securities or waive an Event of
Default, except to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each
outstanding Security affected thereby.

In addition, any amendment to the provisions of this Indenture which relate
to Article 11 will require the consent of the Holders of at least 75% in
Accreted Principal Amount of the Securities then outstanding if such amendment
would materially adversely affect the rights of Holders of Securities.

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

After an amendment under this Section 9.02 becomes effective, the Company
shall mail to each Holder a notice briefly describing the amendment.

Section 9.03

[Omitted.]

Section 9.04

Revocation and Effect of Consents, Waivers and Actions.

Until an amendment, waiver or other action by Holders becomes effective, a
consent thereto by a Holder of a Security hereunder is a continuing consent by
the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same obligation as the consenting Holder153s Security,
even if notation of the consent, waiver or action is not made on the Security.
However, any such Holder or subsequent Holder may revoke the consent, waiver or
action as to such Holder153s Security or portion of the Security if the Trustee
receives the notice of revocation before the date the amendment, waiver or
action becomes effective. After an amendment, waiver or action becomes
effective, it shall bind every Securityholder.

Section 9.05

Notice of Amendments, Notation on or Exchange of Securities.

Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 9 may, and shall if required by
the Company, bear a notation in form approved by the Company as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for outstanding Securities.

Section 9.06

Trustee to Sign Supplemental Indentures.

The Trustee shall sign any supplemental indenture authorized pursuant to this
Article 9 if the amendment contained therein does not affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing such supplemental indenture
the Trustee shall receive, and (subject to the provisions of Section 7.01) shall
be fully protected in relying upon, an Officer153s Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

Section 9.07

Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article 9, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

ARTICLE 10

CONVERSIONS

Section 10.01

Conversion Privilege.

(a)

Subject to and upon compliance with the provisions of this Article 10, a
Holder of a Security shall have the right, at such Holder153s option, to convert
all or any portion of such Holder153s Original Principal Amount (if the portion to
be converted is $1,000 Original Principal Amount or an integral multiple
thereof) of such Security prior to the close of business on the Business Day
immediately preceding Stated Maturity into cash and shares of Common Stock, if
any, at the Conversion Rate (the “Conversion Obligation”) in effect on the date
of conversion only as follows:

(i)

during any fiscal quarter of the Company (a “Fiscal Quarter“)
commencing after the fiscal quarter ending January 27, 2011 (and only during
such Fiscal Quarter), if the Last Reported Sale Price of the Common Stock for at
least 20 Trading Days during the period of 30 consecutive Trading Days ending on
the last Trading Day of the immediately preceding Fiscal Quarter is more than
130% of the Conversion Price in effect on such last Trading Day;

(ii)

during the five Business Day period immediately following any five
consecutive Trading Day period (the “Measurement
Period“) in which the Trading Price per $1,000 Original Principal Amount of
the Securities for each day of such Measurement Period was less than 98% of the
product of the Last Reported Sale Price of the Common Stock and the Conversion
Rate on each such date. The Conversion Agent shall have no obligation to
determine the Trading Price of the Securities unless the Company has requested
such determination and the Company shall have no obligation to make such request
unless requested to do so by a Holder of the Securities. Upon making any such
request, any such requesting Holder shall provide reasonable evidence that (A)
such requesting Holder is a Holder of the Securities as of the date of such
notice, and (B) the Trading Price per $1,000 Original Principal Amount of
Securities would be less than 98% of the product of the Last Reported Sale Price
of the Common Stock and the Conversion Rate. At such time, the Company shall
instruct the Conversion Agent to determine the Trading Price of the Securities
beginning on the next Trading Day and on each successive Trading Day until the
Trading Price per $1,000 Original Principal Amount of the Securities is greater
than or equal to 98% of the product of the Last Reported Sale Price of the
Common Stock and the Conversion Rate;

(iii)

at any time prior to the close of business on the Business Day immediately
preceding the Redemption Date, if the Company has called the Securities for
redemption pursuant to Article 3 hereof, even if the Securities are not
otherwise convertible at that time;

(iv)

any time on or after November 30, 2025 and prior to the close of business on
the Stated Maturity;

(v)

as provided in clause (b) of this Section 10.01.

The Company or, at its option, the Conversion Agent on behalf of the Company,
shall determine on a daily basis during the time periods specified in Section
10.01(a)(1) or, following a request by a Holder of Securities in accordance with
the procedures specified in Section 10.01(a)(2), whether the Securities shall be
convertible as a result of the occurrence of an event specified in such Sections
and, if the Securities shall be so convertible, the Company or the Conversion
Agent, as applicable, shall promptly deliver to the Trustee and Conversion Agent
or the Company, as applicable written notice thereof. Whenever the Securities
shall become convertible pursuant to this Section 10.01 (as determined in
accordance with this Section 10.01), the Company or, at the Company153s request,
the Trustee in the name and at the expense of the Company, shall promptly notify
the Holders of the event triggering such convertibility in the manner provided
in Section 13.02, and the Company shall also promptly disseminate a press
release through Dow Jones & Company, Inc. or Bloomberg Business News and
publish such information on the Company153s Website or through another public
medium the Company may use at that time. Any notice so given shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice.

(b)

In the event that:

(1)

(A) the Company distributes to all or substantially all holders of Common
Stock rights or warrants entitling them to purchase, for a period expiring
within 60 days after the date of such distribution, Common Stock at less than
the Last Reported Sale Price of the Common Stock on the Trading Day immediately
preceding the announcement date for such distribution; or (B) the Company
distributes to all or substantially all holders of Common Stock assets
(including cash), debt securities or rights or warrants to purchase the
Company153s securities, which distribution has a per share value as determined by
the Board of Directors exceeding 10% of the Last Reported Sale Price of the
Common Stock on the Trading Day immediately preceding the announcement date of
such distribution, then, in either case, the Securities may be surrendered for
conversion at any time on and after the date that the Company gives notice to
the Holders of such distribution, which shall be not less than 20 Business Days
prior to the Ex-Dividend Date for such distribution, until the earlier of the
close of business on the Business Day immediately preceding the Ex-Dividend Date
or the date the Company announces that such distribution shall not take place,
even if the Securities are not otherwise convertible at such time;
provided that no Holder of a Security shall have the right to convert if
the Holder may otherwise participate in such distribution without conversion; or

(2)

a Change of Control occurs pursuant to which the Common Stock is to be
converted into cash, securities or other property, then the Securities may be
surrendered for conversion at any time from and after the date which is 15 days
prior to the anticipated effective date of such transaction until and including
the date which is 15 days after the actual effective date of such transaction
(or, if such transaction also

constitutes a Change of Control pursuant to which Holders have a right to
require the Company to repurchase the Securities pursuant to Section 3.08, until
the Business Day immediately preceding the applicable Fundamental Change
Repurchase Date). The Company shall notify Holders at the time the Company
publicly announces the Change of Control transaction giving rise to the above
conversion right (but in no event less than 15 days prior to the anticipated
effective date of such transaction). Except as provided in Section 10.01(d), if
the Company engages in any reclassification of the Common Stock (other than a
subdivision or combination of its outstanding Common Stock, or a change in par
value, or from par value to no par value, or from no par value to par value) or
is party to a consolidation, merger, binding share exchange or transfer of all
or substantially all of its assets pursuant to which Holders of Common Stock
would be entitled to receive cash, securities or other property, then at the
effective time of such transaction, to the extent that it constitutes a Change
of Control, the Conversion Obligation and the Conversion Settlement Distribution
shall be based on the applicable Conversion Rate and the kind and amount of
cash, securities or other property that a holder of one share of the Common
Stock would have received in such transaction as determined pursuant to Section
10.05(b) (such property, collectively, the “Exchange Property“). In
addition, if a Holder converts Securities following the effective time of any
such transaction, any amounts of the Conversion Settlement Distribution to be
settled in shares of Common Stock shall be paid in such Exchange Property rather
than shares of Common Stock. Upon a Change of Control, (A) a Holder may also
require the Company to repurchase all or a portion of its Securities pursuant to
Section 3.08 or (B) if such Holder elects, instead, to convert all or a portion
of its Securities, such Holder may receive Additional Shares upon conversion
pursuant to Section 10.01(c) or Public Acquirer Common Stock pursuant to Section
10.01(d), in each case, subject to the terms and conditions set forth in each
such Section.

(c)

If and only to the extent a Holder timely elects to convert Securities during
the period specified in Section 10.01(b)(2) above on or prior to November 30,
2014, and 10% or more of the consideration for the Common Stock in such Change
of Control transaction consists of consideration other than common stock traded
or scheduled to be traded immediately following such transaction on a U.S.
national securities exchange or The Nasdaq Global Select Market, the Conversion
Rate shall be increased by an additional number of shares of Common Stock (the
“Additional Shares“) as described below; provided that if the
Stock Price paid in connection with such transaction is greater than $42.00 or
less than $15.08 (subject in each case to adjustment as described below), no
Additional Shares shall be added to the Conversion Rate. Notwithstanding this
Section 10.01(c), if the Company elects to adjust the Conversion Rate pursuant
to Section 10.01(d), the provisions of Section 10.01(d) shall apply in lieu of
the provisions of this Section 10.01(c). The Company shall notify Holders, at
least 15 days prior to the anticipated effective date of such transaction
causing any increase of the Conversion Rate pursuant to this Section 10.01(c),
whether the Company elects to increase the Conversion Rate as described above or
to adjust the Conversion Rate pursuant to Section 10.01(d).

The number of Additional Shares to be added to the Conversion Rate as
described in the immediately preceding paragraph shall be determined by
reference to the table attached as

Schedule I hereto, based on the effective date of such Change of Control
transaction and the Stock Price paid in connection with such transaction;
provided that if the Stock Price is between two Stock Price amounts in the
table or such effective date is between two effective dates in the table, the
number of Additional Shares shall be determined by a straight-line interpolation
between the number of Additional Shares set forth for the higher and lower Stock
Price amounts and the two dates, as applicable, based on a 365-day year. The
“effective date” with respect to a Change of Control transaction means
the date that a Change of Control becomes effective.

With respect to any Securities tendered for conversion to which Additional
Shares apply, any shares of Common Stock to be delivered upon conversion of such
Securities pursuant to Section 10.02 shall be delivered to Holders who elect to
convert their Securities on the later of (1) the fifth Business Day following
the effective date and (2) the third Business Day following the final day of the
Cash Settlement Averaging Period.

The Stock Prices set forth in the first row of the table in Schedule I hereto
shall be adjusted as of any date on which the Conversion Rate of the Securities
is adjusted pursuant to Section 10.04. The adjusted Stock Prices shall equal the
Stock Prices applicable immediately prior to such adjustment, multiplied by a
fraction, the numerator of which is the Conversion Rate immediately prior to the
adjustment giving rise to the Stock Price adjustment and the denominator of
which is the Conversion Rate as so adjusted. The number of Additional Shares
shall be adjusted in the same manner as the Conversion Rate as set forth in
Section 10.04.

Notwithstanding the foregoing, in no event shall the total number of shares
of Common Stock issuable upon conversion of the Securities exceed 76.8571 per
$1,000 Original Principal Amount of Securities, subject to adjustments in the
same manner as the Conversion Rate as set forth in Section 10.04.

(d)

Notwithstanding the provisions of Section 10.01(c), in the case of a Change
of Control that would lead to the issuance of Additional Shares as set forth in
clause (c) above that is also a Public Acquirer Change of Control, the Company
may, at its option and in lieu of increasing the Conversion Rate by Additional
Shares as described in Section 10.01(c), elect to adjust the Conversion Rate and
the related Conversion Obligation such that from and after the effective date of
such Public Acquirer Change of Control, Holders of Securities shall be entitled
to convert their Securities (subject to the satisfaction of the conditions to
conversion set forth in Sections 10.01(a) and 10.03) into Public Acquirer Common
Stock.

The Conversion Rate following the effective date of such transaction will be
a number of shares of Public Acquirer Common Stock equal to the product obtained
by multiplying the Conversion Rate in effect immediately before the Public
Acquirer Change of Control and the average of the quotients obtained by
dividing:

(i)

the Acquisition Value of the Company153s Common Stock by

(ii)

the Last Reported Sale Price of the Public Acquirer Common Stock for each
such Trading Day in the 10 consecutive Trading Day period ending on the Trading
Day

immediately preceding the effective date of such Public Acquirer Change of
Control (the “Valuation Period“).

The “Acquisition Value” of the Common Stock means, for each Trading
Day in the Valuation Period, the value of the consideration paid per share of
Common Stock in connection with such Public Acquirer Change of Control, as
follows:

(i)

For any cash, 100% of the face amount of such cash;

(ii)

for any Public Acquirer Common Stock, 100% of the Last Reported Sale Price of
such Public Acquirer Common Stock on such trading day; and

(iii)

for any other securities, assets or property, 102% of the fair market value
of such security, asset or property on such Trading Day, as determined by three
independent nationally recognized investment banks selected by the Company for
this purpose (or if prices are not available from three such firms, from two
such firms or, if prices are not available from two such firms, from one such
firm).

“Public Acquirer Change of Control” means an event constituting a
corporate transaction that would otherwise obligate the Company to increase the
Conversion Rate as described in Section 10.01(c) and the acquirer, the Person
formed by or surviving the merger or consolidation or any entity that is direct
or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act)
of more than 50% of such Person153s or acquirer153s Voting Stock has a class of
common stock traded on a national securities exchange or quoted on The Nasdaq
Global Select Market or which shall be so traded or quoted when issued or
exchanged in connection with such Change of Control (the “Public Acquirer
Common Stock“); provided, that if there is more than one of such
entity, the relevant entity shall be such entity with the most direct beneficial
ownership to such acquirer153s or Person153s capital stock.

Upon a Public Acquirer Change of Control, if the Company so elects, Holders
may convert their Securities (subject to the satisfaction of the conditions to
conversion set forth in Section 10.01(a)) at the adjusted Conversion Rate
described above but shall not be entitled to the increased Conversion Rate
described in Section 10.01(c). The Company shall notify Holders of its election
in its notice to Holders pursuant to Section 10.01(b)(2) above. Holders may
convert their Securities upon a Public Acquirer Change of Control during the
period specified in Section 10.01(b)(2). In addition, Holders can also, subject
to certain conditions, require the Company to repurchase all or a portion of
their Securities as described in Section 3.08.

After any adjustment of the Conversion Rate in connection with a Public
Acquirer Change of Control, the Conversion Rate shall be subject to further
similar adjustments in the event that any of the events described in Section
10.04 occur thereafter.

The Company may only make such election if such public acquirer is a
corporation organized under the laws of the United States, any State thereof or
the District Columbia and if the Company and such public acquirer execute a
supplemental indenture whereby the public acquirer agrees to comply with the
obligations of the Company under the Securities and the Indenture applicable to
such public acquirer or any securities thereof that may be issuable upon
conversion of the Securities.

Section 10.02

Conversion Procedure; Conversion Rate; Fractional Shares.

Subject to Section 10.01, the Company153s rights under Section 10.03 and the
limitation on issuance of Common Stock under Section 10.13, the Original
Principal Amount of each Security shall be convertible at the office of the
Conversion Agent into a combination of cash and fully paid and nonassessable
shares (calculated to the nearest 1/100th of a share) of Common Stock, if any,
at a rate (the “Conversion Rate”) equal to, initially, 44.2087 shares of Common
Stock for each $1,000 Original Principal Amount of Securities. The Conversion
Rate shall be adjusted in certain instances as provided in Section 10.04 hereof,
but shall not be adjusted for any accrued and unpaid Interest unless such
Conversion Date occurs between an Interest Record Date and the Interest Payment
Date to which that Interest Record Date relates. Upon conversion, no payment
shall be made by the Company with respect to any accrued and unpaid Interest.
Instead, such amount shall be deemed paid by the applicable Conversion
Settlement Distribution delivered upon conversion of any Security. In addition,
except as required by Section 10.04, no payment or adjustment shall be made in
respect of dividends on the Common Stock with a record date prior to the
Conversion Date. The Company shall not issue any fraction of a share of Common
Stock in connection with any conversion of Securities, but instead shall,
subject to Section 10.03 hereof, make a cash payment (calculated to the nearest
cent) equal to such fraction multiplied by the Last Reported Sale Price of the
Common Stock on the Trading Day prior to the Conversion Date.

(a)

Before any Holder of a Security shall be entitled to convert the same into a
combination of cash and Common Stock, if any, such Holder shall (1) in the case
of Global Securities, comply with the procedures of the Depositary in effect at
that time for converting a beneficial interest in a Global Security, and in the
case of Certificated Securities, surrender such Securities, duly endorsed to the
Company or in blank, at the office of the Conversion Agent, and (2) in the case
of Certificated Securities, give written notice to the Conversion Agent in the
form on the reverse of such Certificated Security (the “Conversion
Notice“) at said office or place that such Holder elects to convert the
same and shall state in writing therein the Original Principal Amount of
Securities to be converted and the name or names (with addresses) in which such
Holder wishes the certificate or certificates for Common Stock included in the
Conversion Settlement Distribution, if any, to be registered.

Before any such conversion, a Holder also shall pay all taxes or duties, if
any, as provided in Section 10.06 and any amount payable pursuant to Section
10.02(f).

If more than one Security shall be surrendered for conversion at one time by
the same Holder, the number of full shares of Common Stock, if any, that shall
be deliverable upon conversion as part of the Conversion Settlement Distribution
shall be computed on the basis of the aggregate Original Principal Amount of the
Securities (or specified portions thereof to the extent permitted thereby) so
surrendered.

(b)

A Security shall be deemed to have been converted as of the close of business
on the date (the “Conversion Date“) that the Holder has complied with
Section 10.02(a).

(c)

The Company shall, on the Conversion Settlement Date, (i) pay the cash
component (including cash in lieu of any fraction of a share to which such
Holder would otherwise be entitled or cash in lieu of shares of Common Stock
pursuant to Section 10.13) of the Conversion Obligation determined pursuant to
Section 10.03 to the Holder of a Security surrendered for conversion, or such
Holder153s nominee or nominees, and (ii) subject to the limitation on issuance of
Common Stock set forth in Section 10.13, issue, or cause to be issued, and
deliver to the Conversion Agent or to such Holder, or such Holder153s nominee or
nominees, certificates for the number of full shares of Common Stock, if any, or
make a book-entry transfer through DTC with respect to uncertificated Shares, if
applicable, to which such Holder shall be entitled as part of such Conversion
Obligation. The Company shall not be required to deliver certificates for shares
of Common Stock while the stock transfer books for such stock or the security
register are duly closed for any purpose, but certificates for shares of Common
Stock shall be issued and delivered as soon as practicable after the opening of
such books or security register, and the Person or Persons entitled to receive
the Common Stock as part of the applicable Conversion Settlement Distribution
upon such conversion shall be treated for all purposes as the record holder or
holders of such Common Stock, as of the close of business on the applicable
Conversion Settlement Date.

(d)

In case any Security shall be surrendered for partial conversion, the Company
shall execute and the Trustee shall authenticate and deliver to or upon the
written order of the Holder of the Security so surrendered, without charge to
such Holder (subject to the provisions of Section 10.06 hereof), a new Security
or Securities in authorized denominations in an aggregate Original Principal
Amount equal to the unconverted portion of the surrendered Securities.

(e)

By delivering the combination of cash and shares of Common Stock, if any,
together with a cash payment in lieu of any fractional shares to the Conversion
Agent or to the Holder or such Holder153s nominee or nominees, the Company shall
have satisfied in full its Conversion Obligation with respect to such Security,
and upon such delivery, accrued and unpaid Interest, if any, with respect to
such Security shall be deemed to be paid in full rather than canceled,
extinguished or forfeited, and such amounts shall no longer accrue.

(f)

If a Securityholder delivers a Conversion Notice after the Interest Record
Date for a payment of Interest but prior to the corresponding Interest Payment
Date, such Securityholder must pay to the Company, at the time such
Securityholder surrenders Securities for conversion, an amount equal to the
Interest that has accrued and shall be paid on the related Interest Payment
Date. The preceding sentence shall not apply if (1) the Company has specified a
Redemption Date that is after an Interest Record Date but on or prior to the
corresponding Interest Payment Date, (2) the Company has specified a Fundamental
Change Repurchase Date during such period referred to in clause (1) of this
paragraph or (3) to the extent of overdue Interest if any overdue Interest
exists at the time of conversion with respect to the Securities converted.

Section 10.03

Payment Upon Conversion.

(a)

Subject to the limitation on issuance of Common Stock set forth in Section
10.13, upon conversion of Securities, the Company shall deliver to Holders
surrendering Securities for conversion, for each $1,000 Original Principal
Amount of Securities, a “Conversion Settlement Distribution” equal to
the sum of the Daily Settlement Amount (as defined below) for each of the twenty
Trading Days during the Cash Settlement Averaging Period (as defined below). The
Company shall deliver the Conversion Settlement Distribution on the Conversion
Settlement Date.

The “Daily Settlement Amount,” for each of the twenty Trading Days
during the Cash Settlement Averaging Period, shall consist of:

(i)

cash equal to the lesser of (A) the quotient of the Accreted Principal Amount
per $1,000 Original Principal Amount of Securities and 20 (such quotient, the
“Daily Accreted Amount“) and (B) the Daily Conversion Value relating to
such day; and

(ii)

to the extent the Daily Conversion Value exceeds the Daily Accreted Amount
(the “Residual Amount“), (I) a number of shares of the Company153s Common
Stock equal to (A) the difference between such Daily Conversion Value, and the
Daily Accreted Amount, divided by (B) the daily VWAP of the Company153s Common
Stock for such day or (II) the consideration into which the same number of
shares Common Stock calculated in clause (I) has been converted as set forth in
Section 10.05(b); in each case subject to the Company153s right to deliver cash in
lieu of all or a portion of such remaining shares as provided below.

The “Daily Conversion Value” means, for each of the twenty
consecutive Trading Days during the Cash Settlement Averaging Period,
one-twentieth (1/20th) of (I) the product of (1) the applicable Conversion Rate
and (2) the daily VWAP of the Company153s Common Stock on such day or (II) the
value of the consideration into which a number of shares of the Company153s Common
Stock equal to the applicable Conversion Rate has been converted as set forth in
Section 10.05(b).

The “Cash Settlement Averaging Period” with respect to any
Securities converted means the twenty consecutive Trading Days beginning on and
including the second Trading Day after the Conversion Date for those Securities.

The “daily VWAP” for the Company153s Common Stock means, for each of
the twenty consecutive Trading Days during the Cash Settlement Averaging Period,
the per share volume-weighted average price as displayed under the heading
“Bloomberg VWAP” on Bloomberg page “SCHS AQR” in respect of the period from 9:30
a.m. to 4:00 p.m. (New York City time) on such Trading Day (or if such
volume-weighted average price is unavailable, the market value of one share of
the Company153s Common Stock on such Trading Day as the Company153s Board of
Directors determines in good faith using a volume-weighted method).

On any day prior to the first Trading Day of the applicable Cash Settlement
Averaging Period, the Company may specify a percentage of the Residual Amount
that will be settled in cash (the “Cash Percentage“). If the Company
elects to specify a Cash Percentage, the amount of cash that the Company shall
deliver in respect of each Trading Day in the applicable Cash Settlement
Averaging Period will equal the product of: (1) the Cash Percentage and (2) the

Residual Amount. The number of shares deliverable in respect of each Trading
Day in the applicable Cash Settlement Averaging Period (the “Daily Share
Amount“) will be equal to the product of (i) 100% minus the Cash Percentage
times (ii) the Residual Amount for the Trading Day divided by the daily VWAP for
the Company153s Common Stock on such Trading Day. If the Company does not specify
a Cash Percentage by the start of the applicable Cash Settlement Averaging
Period, the Company shall settle 100% of the Residual Amount for each Trading
Day in the applicable Cash Settlement Averaging Period with shares of the
Company153s Common Stock. This paragraph, and each of the other provisions in this
Indenture, is subject to the limitation on issuance of Common Stock set forth in
Section 10.13.

The Company shall not issue fractional shares of Common Stock upon conversion
of the Securities. Instead, the Company shall pay the cash value of such
fractional shares based upon the Last Reported Sale Price of the Common Stock on
the Trading Day immediately preceding the Conversion Date.

(b)

If a Holder tenders Securities for conversion and the Daily Conversion Value
is being determined at a time when the Securities are convertible into Exchange
Property, the Daily Conversion Value shall be determined based on the kind and
amount of such Exchange Property and the value thereof during the Cash
Settlement Averaging Period. Settlement of Securities tendered for conversion
after the effective date of any transaction giving rise to Exchange Property
shall be as set forth above. For the purposes of this Section 10.03, the Last
Reported Sale Price of the Common Stock shall be deemed to equal the sum of (A)
100% of the value of any Exchange Property consisting of cash received per share
of Common Stock, (B) the Last Reported Sale Price of any Exchange Property
received per share of Common Stock consisting of securities that are traded on a
U.S. national securities exchange or approved for quotation on The Nasdaq Global
Select Market and (C) the Fair Market Value of any other Exchange Property
received per share, as determined by three independent nationally recognized
investment banks selected by the Company for this purpose.

Section 10.04

Adjustment of Conversion Rate.

The Conversion Rate shall be adjusted, without duplication, from time to time
by the Company in accordance with this Section 10.04:

(a)

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

(i)

the numerator of which shall be the sum of (A) the number of shares of Common
Stock outstanding at the close of business on the date fixed for such
determination plus (B) the total number of shares of Common Stock constituting
the dividend or distribution; and

(ii)

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

such increase to become effective immediately after the opening of business
on the day following the date fixed for such determination. If any dividend or
distribution of the type described in this Section 10.04 is declared but not so
paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate
that would then be in effect if such dividend or distribution had not been
declared.

(b)

In case the Company shall issue rights, warrants or options (other than
pursuant to any dividend reinvestment or share repurchase plans) to all or
substantially all holders of its outstanding shares of Common Stock entitling
them (for a period expiring within 60 days after the date of such distribution)
to subscribe for or purchase shares of Common Stock at a price per share less
than the Current Market Price on the date fixed for determination of
shareholders entitled to receive such rights, warrants or options, the
Conversion Rate shall be adjusted so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to the
date fixed for determination of shareholders entitled to receive such rights,
warrants or options by a fraction,

(i)

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

(ii)

the denominator of which is the sum of (A) the number of shares of Common
Stock outstanding on the date fixed for determination of shareholders entitled
to receive such rights or warrants plus (B) the total number of additional
shares of Common Stock that the aggregate offering price of the total number of
shares of Common Stock offered for subscription or purchase would purchase at
the Current Market Price of the Common Stock on such date.

Such adjustment shall be successively made whenever any such rights or
warrants are issued, and shall become effective immediately after the opening of
business on the day following the date fixed for determination of shareholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock are not delivered after the expiration of such rights or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate that would then be in
effect had the adjustments made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of shares of Common Stock
actually delivered. In the event that such rights or warrants are not so
exercised, the Conversion Rate shall again be adjusted to be the Conversion Rate
that would then be in effect if such date fixed for the determination of
shareholders entitled to receive such rights or warrants had not been fixed. In
determining whether any rights, options or warrants entitle the holders to
subscribe for or purchase shares of Common Stock at less than such Current
Market Price, and in determining

the aggregate offering price of such shares of Common Stock, there shall be
taken into account any consideration received by the Company for such rights or
warrants and any amount payable on exercise or conversion thereof, the value of
such consideration, if other than cash, to be determined by the Board of
Directors.

(c)

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

(d)

In case the Company shall, by dividend or otherwise, distribute to all or
substantially all holders of its Common Stock shares of any class of Capital
Stock of the Company or evidences of its indebtedness or other assets (including
securities, but excluding any rights, options or warrants referred to in Section
10.04(b) and excluding any dividend or distribution (x) paid exclusively in cash
or (y) referred to in Section 10.04(a)) (any of the foregoing hereinafter in
this Section 10.04(d) called the “Distributed Assets“), then, in each
such case, the Conversion Rate shall be increased so that the same shall be
equal to the rate determined by multiplying the Conversion Rate in effect on the
Ex-Dividend Date with respect to such distribution by a fraction,

(i)

the numerator of which shall be the Current Market Price per share of the
Common Stock on such Ex-Dividend Date; and

(ii)

the denominator of which shall be the Current Market Price per share of the
Common Stock less the Fair Market Value (as determined by the Board of Directors
and described in a resolution of the Board of Directors) on the Ex-Dividend Date
of the portion of the Distributed Assets so distributed in respect of one share
of Common Stock,

such adjustment to become effective immediately prior to the opening of
business on the day following such Ex-Dividend Date; provided,
however, that in the event (1) the then Fair Market Value (as so
determined) of the portion of the Distributed Assets so distributed applicable
to one share of Common Stock is equal to or greater than the Current Market
Price of the Common Stock on such Ex-Dividend Date or (2) the Current Market
Price of Common Stock on the Ex-Dividend Date exceeds the then Fair Market Value
(as so determined) of the portion of the Distributed Assets so distributed
applicable to one share of Common Stock by less than $1.00, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder shall
have the right to receive upon conversion the amount of Distributed Assets such
Holder would have received had such Holder converted each Security on the
Ex-Dividend Date for such distribution. In the event that such dividend or
distribution is not so paid or made, the Conversion Rate shall be adjusted to be
the Conversion Rate that would then be in effect if such

dividend or distribution had not been declared. If the Board of Directors
determines the Fair Market Value of any distribution for purposes of this
Section 10.04(d) by reference to the actual or when issued trading market for
any securities, it must in doing so consider the prices in such market over the
same period used in computing the Current Market Price of the 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 specified event or events
(“Trigger Event“): (i) are deemed to be transferred with such shares of
Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of
future issuances of Common Stock, shall be deemed not to have been distributed
for purposes of this Section 10.04 (and no adjustment to the Conversion Rate
under this Section 10.04 shall be required) until the occurrence of the earliest
Trigger Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Rate shall be made under this Section 10.04. If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights
or warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each
such event shall be deemed to be the date of distribution and record date with
respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the
holders thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion Rate under this Section 10.04 was made, (1) in the case of any such
rights or warrants that shall all have been redeemed or repurchased without
exercise by any holders thereof, the Conversion Rate shall be readjusted upon
such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal
to the per share redemption or repurchase price received by a holder or holders
of Common Stock with respect to such rights or warrants (assuming such holder
had retained such rights or warrants), made to all holders of Common Stock as of
the date of such redemption or repurchase, and (2) in the case of such rights or
warrants that shall have expired or been terminated without exercise by any
holders thereof, the Conversion Rate shall be readjusted as if such rights and
warrants had not been issued.

No adjustment of the Conversion Rate shall be made pursuant to this Section
10.04(d) in respect of rights or warrants distributed or deemed distributed on
any Trigger Event to the extent that such rights or warrants are actually
distributed, or reserved by the Company for distribution to Holders of
Securities upon conversion by such Holders of Securities to Common Stock.

For purposes of this Section 10.04(d) and Section 10.04(a) and (b), any
dividend or distribution to which this Section 10.04(d) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock (or both), shall be deemed instead to be (1) a
dividend or distribution of the evidences of indebtedness, assets or shares of
capital stock other than such shares of Common Stock or rights or warrants (and
any Conversion Rate adjustment required by this Section 10.04(d) with respect to
such dividend or distribution shall then be made) immediately followed by (2) a
dividend or distribution of such

shares of Common Stock or such rights or warrants (and any further Conversion
Rate adjustment required by Section 10.04(a) and (b) with respect to such
dividend or distribution shall then be made), except (A) the Ex-Dividend Date of
such dividend or distribution shall be substituted as “the date fixed for the
determination of shareholders entitled to receive such dividend or other
distribution,” “the date fixed for the determination of shareholders entitled to
receive such rights or warrants” and “the date fixed for such determination”
within the meaning of Section 10.04(a) and (b), and (B) any shares of Common
Stock included in such dividend or distribution shall not be deemed “outstanding
at the close of business on the date fixed for such determination” within the
meaning of Section 10.04(a).

If any Distributed Assets requiring any adjustment pursuant to this Section
10.04(d) consists of the Capital Stock, or similar equity interests in, a
Subsidiary or other business unit of the Company which are or in connection with
such distribution will be listed or quoted for trading on a U.S. national or
regional securities exchange or The Nasdaq Global Select Market, the Conversion
Rate in effect immediately before the close of business on the Ex-Dividend Date
fixed for determination of shareholders entitled to receive the distribution
shall instead be increased by multiplying the Conversion Rate then in effect by
a fraction, (A) the numerator of which is the sum of (1) the average of the Last
Reported Sale Prices of such distributed security for the 10 Trading Days
commencing on and including the fifth Trading Day after the Ex-Dividend Date on
The Nasdaq Global Select Market or such other national or regional exchange or
market on which such securities are then listed or quoted plus (2) the average
of the Closing Prices of the Common Stock over the same Trading Day period and
(B) the denominator of which is such average of the Last Reported Sale Prices of
the Common Stock for the 10 Trading Days commencing on and including the fifth
Trading Day after the Ex-Dividend Date on The Nasdaq Global Select Market or
such other national or regional exchange or market on which the securities are
then listed or quoted.

(e)

In case the Company shall, by dividend or otherwise, distribute to all or
substantially all holders of its Common Stock cash (an “Extraordinary Cash
Dividend“) (excluding any dividend or distribution in connection with the
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary), then, in such case, the Conversion Rate shall be increased so that
the same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to the close of business on the Ex-Dividend Date for
such Extraordinary Cash Dividend by a fraction,

(i)

the numerator of which shall be the Current Market Price of the Common Stock
on such Ex-Dividend Date, and

(ii)

the denominator of which shall be such Current Market Price of the Common
Stock minus the amount per share of such dividend or the amount of cash so
distributed applicable to one share of Common Stock,

such adjustment to be effective immediately prior to the opening of business
on the day following such Ex-Dividend Date; provided, however, that in
the event the portion of the cash so distributed applicable to one share of
Common Stock is equal to or greater than the Current Market Price of the Common
Stock on such Record Date, in lieu of the foregoing adjustment,

adequate provision shall be made so that each Holder shall have the right to
receive upon conversion the amount of cash such Holder would have received had
such Holder converted each Security on such Ex-Dividend Date. In the event that
such dividend or distribution is not so paid or made, the Conversion Rate shall
again be adjusted to be the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared.

(f)

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

(i)

the numerator of which shall be the sum of (x) the Fair Market Value
(determined as aforesaid) of the aggregate consideration payable to shareholders
based on the acceptance (up to any maximum specified in the terms of the tender
or exchange offer) of all shares validly tendered or exchanged and not withdrawn
as of the Expiration Time (the shares deemed so accepted up to any such maximum,
being referred to as the “Purchased Shares“) and (y) the product of the
number of shares of Common Stock outstanding (less any Purchased Shares) at the
Expiration Time and the Last Reported Sale Price of the Common Stock on the
first Trading Day after the Expiration Time, and

(ii)

the denominator of which shall be the product of the number of shares of
Common Stock outstanding (including any Purchased Shares) at the Expiration Time
multiplied by the Last Reported Sale Price of the Common Stock on the first
Trading Day after the Expiration Time,

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

(g)

The Company may make such increases in the Conversion Rate, in addition to
those required by this Section 10.04, as the Board of Directors considers to be
advisable to avoid or diminish any U.S. federal income tax to holders of Common
Stock resulting from any stock dividend or distribution (or rights to acquire
capital stock) or from any event treated as such for income tax purposes;
provided, however, that such

increase in the Conversion Rate shall not adversely affect the interests of
the Holders of Securities (after taking into account U.S. federal income tax and
other consequences of such increase).

To the extent permitted by applicable law and the listing requirements of The
Nasdaq Global Select Market or any national 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
20 days, the increase is irrevocable during the period and the Board of
Directors shall have made a determination that such increase would be in the
best interests of the Company, which determination shall be conclusive. Whenever
the Conversion Rate is increased pursuant to the preceding sentence or the first
paragraph of this Section 10.04(g), the Company shall mail to Holders of record
of the Securities a notice of the increase at least 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 shall be in effect.

(h)

All calculations under this Article 10 shall be made by the Company and shall
be made to the nearest cent or to the nearest one-ten thousandth of a share, as
the case may be, with one half-cent and 0.005 of a share, respectively, being
rounded upward. Notwithstanding the foregoing, no adjustment need be made for:

(i)

the issuance of any shares of Common Stock pursuant to any present or future
plan providing for the reinvestment of dividends or interest payable on the
Company153s securities and the investment of additional optional amounts in shares
of Common Stock under any plan,

(ii)

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

(iii)

the issuance of any shares of Common Stock pursuant to any option, warrant,
right or exercisable, exchangeable or convertible security outstanding as of the
date the Securities were first issued,

(iv)

a change in the par value of the Common Stock, or

(v)

accrued and unpaid Interest.

(i)

Whenever the Conversion Rate is adjusted as herein provided, the Company
shall promptly file with the Trustee and any Conversion Agent (if other than the
Trustee) an Officer153s Certificate setting forth the Conversion Rate after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible Officer of the Trustee shall have
received such Officer153s Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion Rate and may assume that the last
Conversion Rate of which it has knowledge is still in effect. Promptly after
delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and
the date on which each adjustment becomes effective and shall mail

such notice of such adjustment of the Conversion Rate to the Holder of each
Security at his last address appearing on the Security register provided for in
Section 2.03 of this Indenture, within 20 days after execution thereof. Failure
to deliver such notice shall not affect the legality or validity of any such
adjustment.

(j)

In any case in which this Section 10.04 provides that an adjustment shall
become effective immediately after (1) a record date or Ex-Dividend Date for an
event, (2) the date fixed for the determination of shareholders entitled to
receive a dividend or distribution pursuant to Section 10.04(a), (3) a date
fixed for the determination of shareholders entitled to receive rights or
warrants pursuant to Section 10.04(b), (4) the effective date of any subdivision
or combination of Common Stock, or (5) the Expiration Time for any tender or
exchange offer pursuant to Section 10.04(f), (each a “Determination
Date“), the Company may elect to defer until the occurrence of the relevant
Adjustment Event (as hereinafter defined) (x) issuing to the Holder of any
Security converted after such Determination Date and before the occurrence of
such Adjustment Event, the additional shares of Common Stock or other securities
issuable upon such conversion by reason of the adjustment required by such
Adjustment Event over and above the Common Stock issuable upon such conversion
before giving effect to such adjustment and (y) paying to such Holder any amount
in cash in lieu of any fraction pursuant to Section 10.04(a). For purposes of
this Section 10.04(j), the term “Adjustment Event” shall mean:

(i)

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

(ii)

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

(iii)

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

(iv)

in any case referred to in clause (4) hereof, the date of such subdivision or
combination, and

(v)

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

For purposes of this Section 10.04, the number of shares of Common Stock at
any time outstanding shall not include shares held in the treasury of the
Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company shall not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

The Trustee shall not be accountable for and makes no representation as to
the validity or value of any securities or assets issued upon conversion of
Securities. The Trustee shall not be responsible for the Company153s failure to
comply with this Article 10. Each Conversion Agent (other than the Company or an
Affiliate of the Company) shall have the same protection under this Section
10.04(i) as the Trustee.

Section 10.05

Effect of Reclassification, Consolidation, Merger or Sale.

(a)

If any of the following events occur, namely (i) any reclassification or
change of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 10.04(c) applies or a change in par value or from
par value to no par value, or from no par value to par value) as a result of
which holders of Common Stock shall be entitled to receive Exchange Property
with respect to or in exchange for such Common Stock, (ii) any consolidation,
merger, binding share exchange or combination of the Company with another Person
as a result of which holders of Common Stock shall be entitled to receive
Exchange Property with respect to or in exchange for such Common Stock, or (iii)
any sale or conveyance of all or substantially all the properties and assets of
the Company to any other Person as a result of which holders of Common Stock
shall be entitled to receive Exchange Property with respect to or in exchange
for such Common Stock, then the Company or the successor or purchasing Person,
as the case may be, shall execute with the Trustee a supplemental indenture
providing for the conversion and settlement of the Securities as set forth in
this Indenture. Such supplemental indenture shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article 10. If, in the case of any such reclassification, change,
consolidation, merger, binding share exchange, combination, sale or conveyance,
the Exchange Property receivable thereupon by a holder of Common Stock includes
shares of stock or other securities and assets of a corporation other than the
successor or purchasing corporation, as the case may be, in such
reclassification, change, consolidation, merger, binding share exchange,
combination, sale or conveyance, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions
to protect the interests of the Holders of the Securities as the Board of
Directors shall reasonably consider necessary by reason of the foregoing.

(b)

The Conversion Obligation with respect to each $1,000 Original Principal
Amount of Securities converted following the effective date of any such
transaction, shall be calculated (as provided in clause (c) below) based on the
Exchange Property. In the event holders of the Common Stock have the opportunity
to elect the form of consideration to be received in such transaction (subject
to the ability of the Company to settle the Conversion Obligation in cash
pursuant to Section 10.03), the Company shall make adequate provision whereby
the Holders of the Securities shall have a reasonable opportunity to determine
the form of consideration, consistent with the election rights and restrictions
applicable to holders of Common Stock, into which all of the Securities, treated
as a single class, shall be convertible from and after the effective date of
such transaction. Such determination shall be made pursuant to Section 1.05 and
shall be subject to any limitations to which all of the holders of the Common
Stock are subject, such as pro-rata reductions applicable to any portion of the
consideration payable

in such event and shall be conducted in such a manner as to be completed by
the date which is the earliest of (a) the deadline for elections to be made by
holders of the Common Stock in connection with such transaction, and (b) two
Trading Days prior to the anticipated effective date of such event. The Company
shall provide notice of the opportunity to determine the form of such
consideration, as well as notice of the determination made by Holders of the
Securities by issuing a press release and providing a copy of such notice to the
Trustee. The Company shall not become a party to any such transaction unless its
terms are consistent with the preceding.

(c)

The Conversion Obligation in respect of any Securities converted following
the effective date of any such transaction shall be computed in the same manner
as set forth in Section 10.03(a) except that (1) the Cash Settlement Averaging
Period shall be the 10 Trading Day period beginning on the second Trading Day
after the Conversion Date (or, in the event the Conversion Date is on the
Business Day prior to the Stated Maturity, the 10 Trading Day period beginning
on the second Trading Day after the Stated Maturity), and (2) if the Securities
become convertible into Exchange Property, the Last Reported Sale Price of the
Common Stock shall be deemed to equal the sum of (A) 100% of the value of any
Exchange Property consisting of cash received per share of Common Stock, (B) the
Last Reported Sale Price of any Exchange Property received per share of Common
Stock consisting of securities that are traded on a U.S. national securities
exchange or approved for quotation on The Nasdaq Global Select Market and (C)
the Fair Market Value of any other Exchange Property received per share, as
determined by three independent nationally recognized investment banks selected
by the Company for this purpose. Settlement (in cash and/or shares) shall occur
on the third Business Day following the final day of such Cash Settlement
Averaging Period, provided, that any amount of the Conversion
Settlement Distribution to be delivered in shares of Common Stock shall be paid
in Exchange Property rather than shares of Common Stock. If the Exchange
Property includes more than one kind of property, the amount of Exchange
Property of each kind to be delivered shall be in the proportion that the value
of the Exchange Property (as calculated pursuant to Section 10.03) of such kind
bears to the value of all such Exchange Property. If the foregoing calculations
would require the Company to deliver a fractional share or unit of Exchange
Property to a Holder of Securities being converted, the Company shall deliver
cash in lieu of such fractional share or unit based on the value of the Exchange
Property.

(d)

The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder of Securities, at its address appearing on
the Security register provided for in Section 2.03 of this Indenture, within 20
days after execution thereof. Failure to deliver such notice shall not affect
the legality or validity of such supplemental indenture.

(e)

The above provisions of this Section 10.05 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, statutory share
exchanges, combinations, sales and conveyances.

If this Section 10.05 applies to any event or occurrence, Section 10.04 shall
not apply. Notwithstanding this Section 10.05, if a Public Acquirer Change of
Control occurs and the

Company elects to adjust the Conversion Price and its conversion obligation
pursuant to Section 10.01(d), the provisions of Section 10.01(d) shall apply to
the conversion instead of this Section 10.05.

Section 10.06

Taxes on Shares Issued.

The issue of stock certificates on conversions of Securities shall be made
without charge to the converting Holder for any tax in respect of the issue
thereof, except for applicable withholding, if any. The Company shall not,
however, be required to pay any tax or duty which may be payable in respect of
any transfer involved in the issue and delivery of stock in any name other than
that of the Holder of any Securities converted, and the Company shall not be
required to issue or deliver any such stock certificate unless and until the
Person or Persons requesting the issue thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.

Section 10.07

Reservation of Shares, Shares to Be Fully Paid; Compliance with
Governmental Requirements.

(a)

The Company shall provide, free from preemptive rights, out of its authorized
but unissued shares or shares held in treasury, sufficient shares of Common
Stock for the conversion of the Securities from time to time as such Securities
are presented for conversion.

(b)

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

(c)

(i)

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

(ii)

The Company covenants that, if any shares of Common Stock to be provided for
the purpose of conversion of Securities hereunder require registration with or
approval of any governmental or regulatory authority under any federal or state
law, regulation or requirement (including but not limited to, the shareholder
approval rules of the Nasdaq Stock Market LLC) before such shares may be validly
issued upon conversion, the Company shall in good faith and as expeditiously as
possible, to the extent then permitted by the rules and interpretations of the
SEC (or any successor thereto), endeavor to secure such registration or
approval, as the case may be.

Section 10.08

Responsibility of Trustee.

The Trustee and any other Conversion Agent shall not at any time be under any
duty or responsibility to any Holder of Securities to determine the Conversion
Rate or whether any facts exist which may require any adjustment of the
Conversion Rate, or with respect to the nature or extent or calculation of any
such adjustment when made, or with respect to the method employed, or herein or
in any supplemental indenture provided to be employed, in making the same. The
Trustee and any other Conversion Agent shall not be accountable with respect to
the validity or value (or the kind or amount) of any shares of Common Stock, or
of any securities or property, which may at any time be issued or delivered upon
the conversion of any Security; and the Trustee and any other Conversion Agent
make no representations with respect thereto. Neither the Trustee nor any
Conversion Agent shall be responsible for any failure of the Company to issue,
transfer or deliver any shares of Common Stock or stock certificates or other
securities or property or cash upon the surrender of any Security for the
purpose of conversion or to comply with any of the duties, responsibilities or
covenants of the Company contained in this Article 10. Without limiting the
generality of the foregoing, neither the Trustee nor any Conversion Agent shall
be under any responsibility to determine whether a supplemental indenture need
be entered into or the correctness of any provisions contained in any
supplemental indenture entered into pursuant to Section 10.01(d) or 10.05
relating either to the kind or amount of shares of stock or securities or
property (including cash) receivable by Holders upon the conversion of their
Securities after any event referred to in such Section 10.05 or to any
adjustment to be made with respect thereto, but, subject to the provisions of
Section 7.01, may accept as conclusive evidence of the correctness of any such
provisions, and shall be protected in relying upon the Officer153s Certificate
(which the Company shall be obligated to file with the Trustee prior to the
execution of any such supplemental indenture) with respect thereto.

Section 10.09

Notice to Holders Prior to Certain Actions.

In case:

(a)

the Company shall declare a dividend (or any other distribution) on its
Common Stock that would require an adjustment in the Conversion Rate pursuant to
Section 10.04; or

(b)

the Company shall authorize the granting to the holders of all of its Common
Stock of rights or warrants to subscribe for or purchase any share of any class
or any other rights or warrants that would require an adjustment in the
Conversion Rate pursuant to Section 10.04(b); or

(c)

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

(d)

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

the Company shall cause to be filed with the Trustee and to be mailed to each
Holder of Securities at his address appearing on the register provided for in
Section 2.03 of this Indenture, as promptly as possible but in any event at
least ten (10) days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution of rights or warrants, or, if a record is not to be
taken, the date as of which the Holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, or statutory share
exchange, sale, transfer, dissolution, liquidation or winding up is expected to
become effective or occur, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, or statutory share exchange, sale, transfer, dissolution,
liquidation or winding up. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, or statutory share exchange, sale,
transfer, dissolution, liquidation or winding up.

Section 10.10

Shareholder Rights Plan.

To the extent that the Company has a rights plan in effect upon conversion of
the Securities into Common Stock, a Holder who converts securities shall
receive, in addition to the Common Stock, the rights under the rights plan,
unless prior to any conversion, the rights have separated from the Common Stock,
in which case the Conversion Rate shall be adjusted at the time of separation as
if the Company distributed to all holders of Common Stock, shares of the
Company153s Capital Stock, evidences of indebtedness or assets as described in
Section 10.04(d) above, subject to readjustment in the event of the expiration,
termination or redemption of such rights. In lieu of any such adjustment, the
Company may amend such applicable shareholder rights plan to provide that upon
conversion of the Securities the Holders shall receive, in addition to the
Common Stock issuable upon such conversion, the rights which would have attached
to such Common Stock if the rights had not become separated from the Common
Stock under such applicable shareholder rights agreement.

Section 10.11

Unconditional Right of Holders to Convert.

Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to convert
its Security in accordance with this Article 10 and to bring an action for the
enforcement of any such right to convert, and such rights shall not be impaired
or affected without the consent of such Holder.

Section 10.12

Limitation on Adjustments.

The Company shall not take any action that would result in an adjustment
pursuant to the foregoing provisions in this Article 10 without complying with
the shareholder approval rules of The Nasdaq Global Select Market or any
national securities exchange on which the Common Stock is then listed.

Section 10.13

Limitation on Issuance of Common Stock.

(a)

Notwithstanding anything to the contrary in this Indenture, unless the
Company shall have received the shareholder approval described in Section
10.13(c) (which the Company shall have no obligation to seek), the Company shall
not issue any shares of Common Stock pursuant to this Indenture (including,
without limitation, shares of Common Stock issuable upon a conversion of the
Securities and Additional Shares) (such shares, “Indenture Shares“) if,
after giving effect to such issuance, the aggregate number of Indenture Shares
issued pursuant to this Indenture (after adjusting any previous issuances for
any subsequent events that would give rise to an adjustment to the Conversion
Rate pursuant to this Article 10) would exceed the “Maximum Shares” as
calculated at the time of the proposed issuance by the following formula:

MS = (0.1999 x OS)

where,

the Maximum Shares

The number of shares of Common Stock outstanding at the Closing Date ( ), as
appropriately adjusted for any subsequent event that would give rise to a change
in the Conversion Rate pursuant to this Article 10

(b)

If the number of Indenture Shares otherwise issuable under this Indenture
upon a conversion of Securities would, when aggregated with all prior issuances
of Indenture Shares, exceed the Maximum Shares, then upon conversion of each
$1,000 Original Principal Amount of Securities, a Holder will receive in lieu of
any shares of Common Stock the Company in its sole discretion determines exceeds
the Maximum Shares (exclusive of Additional Shares) (the “Holder Excess
Shares“) cash for each Trading Day during the Cash Settlement Averaging
Period equal to the product of (i) the quotient of (1) the Holder Excess Shares
and (2) the amount of shares of Common Stock per $1,000 Original Principal
Amount that would have been issued absent the restriction set forth in Section
10.13(a) (exclusive of Additional Shares but inclusive of Holder Excess Shares),
multiplied by (ii) the Daily Share Amount, multiplied by (iii) the daily VWAP.
For any Additional Shares issuable per $1,000 Original Principal Amount of
Securities that the Company in its sole discretion determines exceeds the
Maximum Shares, the Company, in lieu of an issuance of shares of Common Stock,
shall pay cash in an amount equal to the product of (i) the Additional Shares
that the Company is unable to issue as a result of Section 10.13(a) multiplied
by (ii) the Stock Price.

(c)

The restrictions of Section 10.13(a) shall automatically terminate if and
when the stockholders of the Company duly approve the issuance of shares of
Common Stock under this Indenture in excess of the Maximum Shares for purposes
of NASDAQ Listing Rule 5635(d) or any comparable rule of any other principal
exchange on which the Common Stock is then traded.

(d)

In the event that the Securities are convertible into Exchange Property
pursuant to Section 10.05 or Public Acquirer Common Stock pursuant to Section
10.01(d), the supplemental indenture executed in connection therewith may
without the consent of any Holder remove this Section 10.13 or amend the
calculation of Maximum Shares set forth in this Section 10.13 in order to comply
with any comparable limitation on the issuance of shares of common stock of the
principal exchange on which common stock included in the Exchange Property or
Public Acquirer Common Stock is then traded.

ARTICLE 11

SUBORDINATION

Section 11.01

Agreement to Subordinate.

The Company agrees, and each Holder of Securities by accepting a Security
agrees, that all principal, Interest, premium and other amounts owing in respect
of the indebtedness evidenced by the Security is subordinated in right of
payment, to the extent and in the manner provided in this Article 11, to the
prior payment in full in cash or other payment satisfactory to holders of Senior
Debt of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

Section 11.02

Liquidation; Dissolution; Bankruptcy.

Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company153s
assets and liabilities:

(i)

holders of Senior Debt shall be entitled to receive payment in full of all
principal, premium, Interest and other amounts due in respect of such Senior
Debt (including interest after the commencement of any such proceeding at the
rate specified in the applicable Senior Debt) in cash or other payment
satisfactory to the holders of the Senior Debt before Holders of Securities
shall be entitled to receive any payment with respect to the Securities; and

(ii)

until all Senior Debt is paid in full in cash or other payment satisfactory
to the holders of the Senior Debt, any distribution to which Holders of
Securities would be entitled but for this Article 11 shall be made to holders of
Senior Debt.

Section 11.03

Default on Senior Debt and/or Designated Senior Debt.

Anything in this Indenture to the contrary notwithstanding, no payment on
account of principal of or premium, if any, interest on or any other amounts due
on the Securities (including without limitation the making of a deposit pursuant
to Section 3.05 or 3.10), and no

redemption, repurchase, conversion for cash or other acquisition of the
Securities, shall be made by or on behalf of the Company unless:

(a)

full payment of all amounts then due for principal of and interest on, and of
all other amounts then due on, all Senior Debt has been made or duly provided
for pursuant to the terms of the instruments governing such Senior Debt; and

(b)

at the time for, and immediately after giving effect to, such payment,
redemption, repurchase, conversion for cash or other acquisition, there shall
not exist under any Senior Debt, or any agreement pursuant to which any Senior
Debt is issued, any default which shall not have been cured or waived and which
default shall have resulted in the full amount of such Senior Debt being
declared due and payable.

In addition, if the Trustee shall receive written notice from the holders of
Designated Senior Debt or their Representative (a “Payment Blockage
Notice“) that there has occurred and is continuing under such Designated
Senior Debt, or any agreement pursuant to which such Designated Senior Debt is
issued, any default, which default shall not have been cured or waived, giving
the holders of such Designated Senior Debt the right to declare such Designated
Senior Debt immediately due and payable, then, anything in this Indenture to the
contrary notwithstanding, no payment on account of the principal of or premium,
if any, interest, on or any other amounts due on the Securities (including
without limitation the making of a deposit pursuant to Section 3.05 or 3.10),
and no redemption, repurchase, conversion for cash or other acquisition of the
Securities, shall be made by or on behalf of the Company during the period (the
“Payment Blockage Period“) commencing on the date of receipt of the
Payment Blockage Notice and ending (unless earlier terminated by notice given to
the Trustee by the holders or the Representative of the holders of such
Designated Senior Debt) on the earlier of (i) the date on which such default
shall have been cured or waived and (ii) 180 days from the receipt of the
Payment Blockage Notice. Notwithstanding the provisions described in the
immediately preceding sentence (but subject to the provisions contained in
Section 11.01 and the first sentence of this Section 11.03), unless the holders
of such Designated Senior Debt or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Debt, the Company may resume
payments on the Securities after the end of such Payment Blockage Period. Not
more than one Payment Blockage Notice may be given in any consecutive 365136’day
period, irrespective of the number of defaults with respect to Designated Senior
Debt during such period. No non-payment default with respect to Designated
Senior Debt that existed or was continuing on the date of the commencement of
any Payment Blockage Period will be, or can be, made the basis for the
commencement of a second Payment Blockage Period, whether or not within a period
of 365 consecutive days, unless such default has been cured or waived for a
period of not less than 90 consecutive days.

Section 11.04

Acceleration of Convertible Subordinated Notes.

In the event of the acceleration of the Securities because of an Event of
Default, the Company may not make any payment or distribution to the Trustee or
any Holder of Securities in respect of obligations with respect to the
Securities and may not acquire or purchase from the Trustee or any Holder of
Securities any Securities until all Senior Debt has been paid in full

cash or other payment satisfactory to the holders of Senior Debt or such
acceleration is rescinded in accordance with the terms of this Indenture.

If payment of the Securities is accelerated because of an Event of Default,
the Company or the Trustee shall promptly notify holders of Senior Debt or
trustee(s) of such Senior Debt of the acceleration.

Section 11.05

When Distribution Must Be Paid Over.

In the event that the Trustee, any Holder of Securities or any other person
receives any payment or distributions of assets of the Company of any kind with
respect to the Securities in contravention of any terms contained in this
Indenture, whether in cash, property or securities, including, without
limitation by way of set-off or otherwise, then such payment or distribution
shall be held by the recipient in trust for the benefit of holders of Senior
Debt, and shall be immediately paid over and delivered to the holders of Senior
Debt or their representative(s), to the extent necessary to make payment in full
of all Senior Debt remaining unpaid, after giving effect to any concurrent
payment or distribution, or provision therefor, to or for the holders of Senior
Debt; provided that the foregoing shall apply to the Trustee only if a
Responsible Officer of the Trustee has actual knowledge (as determined in
accordance with Section 11.11) that such payment or distribution is prohibited
by this Indenture.

Section 11.06

Notice to Trustee.

The Company shall give prompt written notice to the Trustee of any fact known
to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Failure to give such notice shall not
affect the subordination of the Securities to Senior Debt. Notwithstanding the
provisions of this or any other provisions of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee in respect of the Securities,
unless and until the Trustee shall have received written notice thereof at the
address specified in Section 13.02 from the Company or a holder of Senior Debt
or from any trustee or agent therefore; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 7.01 shall be
entitled in all respects to assume that no such facts exist; provided,
however, that if a Responsible Officer of the Trustee shall not have
received, at least three Business Days prior to the date upon which by the terms
hereof any such money may become payable for any purpose (including, without
limitation, the payment of principal of or premium, if any, interest on or any
other amounts due on any Security), the notice with respect to such money
provided for in this Section 11.06, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within three Business Days prior to such date.

Subject to the provisions of Section 7.01, the Trustee shall be entitled to
conclusively rely on the delivery to it of a written notice by a person
representing himself to be a holder of Senior Debt (or a trustee or agent on
behalf of such holder) to establish that such notice has been given by a holder
of Senior Debt (or a trustee or agent on behalf of any such holder). In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of

any person as a holder of Senior Debt to participate in any payment or
distribution pursuant to this Article 11, the Trustee may request such person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Debt held by such person, the extent to which such person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such person under this Article 11, and if such evidence is not
furnished, the Trustee may defer any payment which it may be required to make
for the benefit of such person pursuant to the terms of this Indenture pending
judicial determination as to the rights of such person to receive such payment.

Section 11.07

Subrogation.

After all Senior Debt is paid in full and until the Securities are paid in
full, Holders of Securities shall be subrogated (equally and ratably with all
other indebtedness pari passu with the Securities) to the rights of holders of
Senior Debt to receive distributions applicable to Senior Debt to the extent
that distributions otherwise payable to the Holders of Securities have been
applied to the payment of Senior Debt. A distribution made under this Article 11
to holders of Senior Debt that otherwise would have been made to Holders of
Securities is not, as between the Company and Holders of Securities, a payment
by the Company on the Securities.

Section 11.08

Relative Rights.

This Article 11 defines the relative rights of Holders of Securities and
holders of Senior Debt. Nothing in this Indenture shall:

(i)

impair, as between the Company and Holders of Securities, the obligation of
the Company, which is absolute and unconditional, to pay principal of, premium,
if any, and interest, on, the Securities in accordance with their terms;

(ii)

affect the relative rights of Holders of Securities and creditors (other than
with respect to Senior Debt) of the Company, other than their rights in relation
to holders of Senior Debt; or

(iii)

prevent the Trustee or any Holder of Securities from exercising its available
remedies upon a Default or Event of Default, subject to the rights of holders
and owners of Senior Debt to receive distributions and payments otherwise
payable to Holders of Securities.

If the Company fails because of this Article 11 to pay principal of, or
interest, on, a Security on the due date, the failure is still a Default or
Event of Default.

Section 11.09

Subordination May Not Be Impaired by Company.

No right of any holder of Senior Debt to enforce the subordination of the
indebtedness evidenced by the Securities shall be impaired by any act or failure
to act by the Company or any Holder of Securities or by the failure of the
Company or any such holder to comply with this Indenture.

Section 11.10

Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior
Debt, the distribution may be made and the notice given to their
Representative(s).

Upon any payment or distribution of assets of the Company referred to in this
Article 11, the Trustee and the Holders of Securities shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other person making any distribution to the Trustee or to the Holders of
Securities for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of the Senior Debt and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
11.

Section 11.11

Rights of Trustee and Paying Agent.

Notwithstanding the provisions of this Article 11 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment or distribution by
the Trustee (other than pursuant to Section 11.04), and the Trustee may continue
to make payments on the Securities, unless a Responsible Officer shall have
received at least two business days prior to the date of such payment or
distribution written notice of facts that would cause such payment or
distribution with respect to the Securities to violate this Article 11. Only the
Company or a Representative of the Holders may give the notice.

Nothing in this Article 11 shall impair the claims of, or payments to, the
Trustee under or pursuant to Section 7.07 hereof.

The Trustee in its individual or any other capacity may hold Senior Debt with
the same rights it would have if it were not Trustee. Any Agent may do the same
with like rights.

The Trustee, the Conversion Agent or any Authenticating Agent in its
individual capacity shall be entitled to all the rights set forth in this
Article with respect to any Senior Indebtedness which may at any time be held by
it, to the same extent as any other holder of Senior Indebtedness, and nothing
in this Indenture shall deprive the Trustee, Conversion Agent or any
Authenticating Agent of any of its rights as such holder.

Section 11.12

Authorization to Effect Subordination.

Each Holder of a Security by the Holder153s acceptance thereof authorizes and
directs the Trustee on the Holder153s behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 11, and appoints the Trustee to act as the holder153s attorney-in-fact for
any and all such purposes. If the Trustee does not file a proper proof of claim
or proof of debt in the form required in any proceeding referred to in Section
6.09 hereof at least 30 days before the expiration of the time to file such
claim, the holders of any Senior Debt or their Representatives are hereby
authorized to file an appropriate claim for and on behalf of the Holders of the
Securities.

Section 11.13

Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term “Trustee” as
used in this Article 11 shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article 11 in addition to or in place of the Trustee;
provided, however, that the second and third paragraphs of
Section 11.11 shall not apply to the Company or any subsidiary of the Company if
it or such subsidiary acts as Paying Agent.

Section 11.14

Senior Debt Entitled to Rely.

The holders of Senior Debt shall have the right to rely upon this Article 11,
and no amendment or modification of the provisions contained herein shall
diminish the rights of such holders unless such holders shall have agreed in
writing thereto.

Section 11.15

Permitted Payments.

Notwithstanding anything to the contrary in this Article 11, in accordance
with the terms of this Indenture, the Holders of Securities may receive and
retain at any time on or prior to the Maturity Date (i) securities that are
subordinated to at least the same extent as the Securities to (a) Senior Debt
and (b) any securities issued in exchange for Senior Debt and (ii) payments and
other distributions made from any trust created pursuant to Section 8.01 hereof.

Section 11.16

Trustee Not Fiduciary for Holders of Senior Indebtedness.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Debt and shall not be liable to any such Holders if the Trustee shall in
good faith mistakenly pay over or distribute to Holders of Securities or to the
Company or to any other person cash, property or securities to which any holders
of Senior Debt shall be entitled by virtue of this Article 11 or otherwise. With
respect to the holders Senior Debt, the Trustee undertakes to perform or to
observe only such of its covenants or obligations as are specifically set forth
in this Article 11 and no implied covenants or obligations with respect to
holders of Senior Debt shall be read into this Indenture against the Trustee.

ARTICLE 12

OMITTED

ARTICLE 13

MISCELLANEOUS

Section 13.01

[Omitted.]

Section 13.02

Notices.

Any request, demand, authorization, notice, waiver, consent or communication
by the Company or the Trustee to the other is duly given if in writing and
delivered in person or mailed by first-class mail, postage prepaid, addressed as
follows or transmitted by facsimile transmission to the following facsimile
numbers:

if to the Company:

School Specialty, Inc.
W6316 Design Drive
Greenville, Wisconsin 54942
Attention: Chief Financial Officer
Facsimile: (920) 882-5863

With a copy to:

Godfrey & Kahn, S.C.
Attorneys at Law
780 North Water Street
Milwaukee, WI 53202
Attention: Dennis Connolly
Facsimile: (414) 273-5198

if to the Trustee:

The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street
Suite 1020
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Facsimile: (312) 827-8542

The Company or the Trustee by notice given to the other in the manner
provided above may designate additional or different addresses for subsequent
notices or communications.

Any notice or communication given to a Securityholder shall be delivered to
the Securityholder, in accordance with the procedures of the Registrar or by
first-class mail, postage prepaid, at the Securityholder153s address as it appears
on the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.

Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not received by the addressee; provided,
however, that no notice to the Trustee shall be deemed to be duly given
unless and until the Trustee actually receives same at the address given above.

If the Company mails a notice or communication to the Securityholders, it
shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion
Agent or co-registrar.

In addition to the foregoing, the Trustee agrees to accept and act upon
notice, instructions or directions pursuant to this Indenture sent by unsecured
e-mail, facsimile transmission or other similar unsecured electronic methods. If
the party 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
received after the Trustee153s reliance upon and compliance with such initial
instructions. The party providing electronic instructions 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.

Section 13.03

Communication by Holders with Other Holders.

Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section
312(c).

Section 13.04

Certificate and Opinion as to Conditions Precedent.

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

(i)

an Officer153s Certificate stating that, in the opinion of the signer, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

(ii)

an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

Section 13.05

Statements Required in Certificate or Opinion.

Each Officer153s Certificate or Opinion of Counsel with respect to compliance
with a covenant or condition provided for in this Indenture shall include:

(i)

a statement that each person making such Officer153s Certificate or Opinion of
Counsel has read such covenant or condition;

(ii)

a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such Officer153s
Certificate or Opinion of Counsel are based;

(iii)

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

(iv)

a statement that, in the opinion of such person, such covenant or condition
has been complied with.

Section 13.06

Separability Clause.

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

Section 13.07

Rules by Trustee, Paying Agent, Conversion Agent and Registrar.

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

Section 13.08

Legal Holidays.

A “legal holiday” is any day other than a Business Day. If any
specified date (including a date for giving notice) is a legal holiday, the
action shall be taken on the next succeeding day that is not a legal holiday,
and, if the action to be taken on such date is a payment in respect of the
Securities, no interest shall accrue with respect to such payment for the
intervening period.

Section 13.09

Governing Law.

THIS INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS
RULES THEREOF.

Section 13.10

No Recourse Against Others.

A director, officer, employee or shareholders, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

Section 13.11

Successors.

All agreements of the Company in this Indenture and the Securities shall bind
its successor. All agreements of the Trustee in this Indenture shall bind its
successor.

Section 13.12

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 13.13

Force Majeure.

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

Section 13.14

Waiver of Jury Trial.

EACH OF THE COMPANY, THE CONVERSION AGENT 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.

IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this Indenture on behalf of the respective parties hereto as of the date first
above written.


	SCHOOL SPECIALTY, INC.

	By:
	Name:
	Title:



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

	as Trustee

	By:
	Name:
	Title:

EXHIBIT A

[FORM OF FACE OF GLOBAL SECURITY]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER 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 DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES
OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR153S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”), THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE
DISCOUNT. THE ISSUE PRICE OF THIS SECURITY IS $1000 PER $1000 OF ORIGINAL
PRINCIPAL AMOUNT, AND THE ISSUE DATE OF THIS SECURITY IS MARCH 1, 2011.

[THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE SECURITIES ACT153153), AND MAY NOT BE 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.

THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.

THIS SECURITY, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND
ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO
MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS SECURITY AND ANY
SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE
INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF
RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY AND ANY SUCH SHARES
SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY AND ANY SUCH SHARES TO HAVE
AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.] [RESTRICTED LEGEND TO BE INCLUDED
SO LONG AS RESTRICTED GLOBAL SECURITY]

SCHOOL SPECIALTY, INC.

3.75% Convertible Subordinated Debentures Due 2026

CUSIP:

ISSUE DATE: March 1, 2011 Original Principal Amount: $

No.

SCHOOL SPECIALTY, INC., a Wisconsin corporation, promises to pay to Cede
& Co. or registered assigns, the Accreted Principal Amount on November 30,
2026.

Interest Rate: 3.75% per year of the Original Principal Amount.

Interest Payment Dates: May 30 and November 30 of each year, commencing May
30, 2011.

Interest Record Date: May 15 and November 15 of each year.

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

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

Dated: March 1, 2011

SCHOOL SPECIALTY, INC.

By:

Name:

Title:

TRUSTEE153S CERTIFICATE OF AUTHENTICATION

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

as Trustee, certifies that this is one

of the Securities referred to in the

within-mentioned Indenture.

By:

Authorized Officer

Dated:

March 1, 2011

[FORM OF REVERSE OF GLOBAL SECURITY]

3.75% Convertible Subordinated Debentures Due 2026

This Security is one of a duly authorized issue of 3.75% Convertible
Subordinated Debentures Due 2026 (the “Securities“) of School
Specialty, Inc., a Wisconsin corporation (including any successor corporation
under the Indenture hereinafter referred to, the “Company“), issued
under an Indenture, dated as of March 1, 2011 (the “Indenture“),
between the Company and The Bank of New York Mellon Trust Company, N.A., as
trustee (the “Trustee“). The terms of the Security include those stated
in the Indenture and those set forth in this Security. This Security is subject
to all such terms, and Holders are referred to the Indenture for a statement of
all such terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Security and the terms of the Indenture,
the terms of the Indenture shall control. Capitalized terms used but not defined
herein have the meanings assigned to them in the Indenture unless otherwise
indicated.

Accretion and Interest.

Pursuant to Section 2.14 of the Indenture, principal shall accrete on the
principal amount of this Security (including the Original Principal Amount) at a
rate equal to 3.9755% per annum (compounded semi-annually). The Accreted
Principal Amount per $1,000 Original Principal Amount is set forth on Annex I
attached hereto.

The Securities shall bear interest on the Original Principal Amount thereof
at a rate of 3.75% per year (“Interest“). The Company shall pay
Interest as set forth in the Indenture.

Interest shall be payable in cash semi-annually in arrears on each Interest
Payment Date in respect of the Original Principal Amount to Holders at the close
of business on the preceding Interest Record Date. Interest shall be computed on
the basis of a 360-day year comprised of twelve 30 day months.

The Company shall pay Interest in respect of the Original Principal Amount to
the Securityholder of record on the Interest Record Date even if the Company
elects to redeem, or Securityholders elect to require the Company to repurchase,
the Securities on a date that is after an Interest Record Date but on or prior
to the corresponding Interest Payment Date. In that instance, the Company shall
pay accrued and unpaid Interest on the Securities in respect of the Original
Principal Amount being redeemed to, but not including, the Redemption Date, the
Repurchase Date or the Fundamental Change Repurchase Date, as the case may be,
in cash to the Securityholder of record on the Interest Record Date.

If the Accreted Principal Amount of any Security, or any accrued and unpaid
Interest, are not paid when due (whether upon acceleration pursuant to Section
6.02 of the Indenture, upon the date set for payment of the Redemption Price
pursuant to Section 5 hereof, upon the date set for payment of the Repurchase
Price or Fundamental Change Repurchase Price pursuant to Section 6 hereof, upon
the Stated Maturity of the Securities or upon the Interest Payment Dates), then
in each such case the overdue amount shall, to the extent permitted by law, bear
cash interest at the rate of 3.75% per annum, compounded semi-annually, which
interest shall accrue from the date such overdue amount was originally due to
the date payment of such amount,

including interest thereon, has been made or duly provided for. All such
interest shall be payable in cash on demand but if not so demanded shall be paid
quarterly to the Holders on the last day of each quarter.

Method of Payment.

Except as provided below, the Company shall pay Interest in respect of the
Original Principal Amount on (i) Global Securities, to DTC in immediately
available funds, (ii) any Certificated Security having an aggregate principal
amount of $2,000,000 or less, by check mailed to the Holder of such Security and
(iii) any Certificated Security having an aggregate principal amount of more
than $2,000,000, by wire transfer in immediately available funds if requested by
the Holder of any such Security as least five business days prior to the
relevant Interest Payment Date.

At Stated Maturity, the Company shall pay Interest in respect of the Original
Principal Amount on Certificated Securities at the Company153s office or agency
maintained for that purpose, which initially shall be the office or agency of
the Trustee located at 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602.

Subject to the terms and conditions of the Indenture, the Company shall make
payments in cash in respect of Redemption Prices, Repurchase Prices, Fundamental
Change Repurchase Prices and at Stated Maturity to Holders who surrender
Securities to a Paying Agent to collect such payments in respect of the
Securities. The Company shall pay cash amounts in money of the United States
that at the time of payment is legal tender for payment of public and private
debts. However, the Company may make such cash payments by check payable in such
money.

Indenture.

The Securities are general unsecured obligations of the Company. Additional
Securities may be issued after the Closing Date pursuant to the terms of the
Indenture. The Indenture does not limit other indebtedness of the Company,
secured or unsecured.

Redemption at the Option of the Company.

No sinking fund is provided for the Securities. The Securities are not
redeemable by the Company prior to May 30, 2014. The Securities are redeemable
for cash at the option of the Company, in whole or in part, at any time or from
time to time on or after May 30, 2014 upon not less than 30 nor more than 60
days153 notice by mail for a redemption price (the “Redemption Price“)
equal to 100% of the Accreted Principal Amount of the Securities redeemed plus
accrued and unpaid Interest on the Original Principal Amount of Securities
redeemed up to, but not including, the Redemption Date.

Purchase By the Company at the Option of the Holder.

Amount of those Securities, plus accrued and unpaid Interest on the Original
Principal Amount of those Securities up to, but not including, the Repurchase
Date. To exercise such right, a Holder shall deliver to the Paying Agent a
Repurchase Notice containing the information set forth in the Indenture, at any
time from the opening of business on the date that is 20 Business Days prior to
such Repurchase Date until the close of business on the Business Day immediately
preceding the Repurchase Date, and shall deliver the Securities to the Paying
Agent as set forth in the Indenture.

Subject to the terms and conditions of the Indenture, the Company shall
become obligated to repurchase for cash, at the option of the Holder, all of
such Holder153s Securities not previously called for redemption by the Company, or
any portion thereof that is equal to or an integral multiple of $1,000 Original
Principal Amount, after the occurrence of a Fundamental Change for a Fundamental
Change Repurchase Price equal to 100% of the Accreted Principal Amount of those
Securities plus accrued and unpaid Interest on the Original Principal Amount of
those Securities up to, but not including, the Fundamental Change Repurchase
Date. To exercise such right, a Holder shall deliver to the Paying Agent a
Fundamental Change Repurchase Notice containing the information set forth in the
Indenture at any time on or prior to the close of business on the Business Day
immediately prior to the Fundamental Change Repurchase Date and shall deliver
the Securities to the Paying Agent as set forth in the Indenture.

Holders have the right to withdraw any Repurchase Notice or Fundamental
Change Repurchase Notice, as the case may be, by delivering to the Paying Agent
a written notice of withdrawal in accordance with the provisions of the
Indenture.

If cash sufficient to pay the Repurchase Price or Fundamental Change
Repurchase Price, as the case may be, of all Securities or portions thereof to
be purchased as of the Repurchase Date or the Fundamental Change Repurchase
Date, as the case may be, is deposited with the Paying Agent prior to or on the
Repurchase Date or the Fundamental Change Repurchase Date, as the case may be,
Interest shall cease to accrue on such Securities (or portions thereof) and the
Accreted Principal Amount on such Securities shall cease to accrete in each case
on and following such Repurchase Date or Fundamental Change Repurchase Date, and
the Holder thereof shall have no other rights as such other than the right to
receive the Repurchase Price or Fundamental Change Repurchase Price upon
surrender of such Security.

Notice of Redemption.

Notice of redemption pursuant to Section 4 of this Security shall be mailed
at least 30 days but not more than 60 days before the Redemption Date to each
Holder of Securities to be redeemed at the Holder153s registered address. If money
sufficient to pay the Redemption Price of all Securities (or portions thereof)
to be redeemed on the Redemption Date is deposited with the Paying Agent prior
to or on the Redemption Date, Interest shall cease to accrue on such Securities
or portions thereof and the Accreted Principal Amount on such Securities shall
cease to accrete on and following such Redemption Date, and the Holder thereof
shall have no other rights as such other than the right to receive the
Redemption Price upon surrender of such Security. Securities in denominations
larger than $1,000 Original Principal Amount may be redeemed in part but only in
integral multiples of $1,000 Original Principal Amount.

Conversion.

Subject to the occurrence of certain events and in compliance with the
provisions of the Indenture (including, without limitation, the conditions to
conversion of this Security set forth in Section 10.01 thereof), a Holder is
entitled, at such Holder153s option, to convert all or any portion of such
Holder153s Original Principal Amount of a Security (if the portion to be converted
is $1,000 Original Principal Amount or an integral multiple thereof), into cash
or a combination of cash and fully paid and nonassessable shares of Common Stock
at the Conversion Rate in effect at the time of conversion.

The Company shall notify Holders of any event triggering the right to convert
the Original Principal Amount of Securities as specified in the Indenture.

A Security in respect of which a Holder has delivered a Repurchase Notice or
Fundamental Change Repurchase Notice, as the case may be, exercising the option
of such Holder to require the Company to purchase such Security, may be
converted only if such Repurchase Notice or Fundamental Change Repurchase
Notice, as the case may be, is withdrawn in accordance with the terms of the
Indenture.

The initial Conversion Rate is 44.2087 shares of Common Stock per $1,000
principal amount, subject to adjustment in certain events described in the
Indenture. The Conversion Rate shall not be adjusted for any accrued and unpaid
Interest. Upon conversion, no payment shall be made by the Company with respect
to accrued and unpaid Interest. Instead, such amount shall be deemed paid by the
cash and shares of Common Stock, if any, delivered upon conversion of any
Security. In addition, no payment or adjustment shall be made in respect of
dividends on the Common Stock, except as set forth in the Indenture.

In addition, following certain corporate transactions as set forth in Section
10.01(b) of the Indenture that occur on or prior to November 30, 2014 and that
also constitute a Change of Control, a Holder who elects to convert its
Securities in connection with such corporate transaction shall be entitled to
receive Additional Shares of Common Stock upon conversion. Notwithstanding the
previous sentence, in the case of a Public Acquirer Change of Control, the
Company may, in lieu of increasing the Conversion Rate by Additional Shares,
elect to adjust the Conversion Rate and Conversion Obligation such that from and
after the effective date of such Public Acquirer Change of Control, Holders of
the Securities shall be entitled to convert their Securities into a number of
shares of Public Acquirer Common Stock, as determined pursuant to Section
10.01(d) of the Indenture.

To surrender a Security for conversion, a Holder must (1) in the case of
Global Securities, comply with the procedures of the Depositary in effect at
that time for converting a beneficial interest in a Global Security, and in the
case of Certificated Securities, surrender such Securities, duly endorsed to the
Company or in blank, at the office of the Conversion Agent, (2) in the case of a
Certificated Security, complete and manually sign the Conversion Notice attached
hereto (or complete and manually sign a facsimile of such notice) and deliver
such notice to the Conversion Agent, (3) in the case of a Certificated Security,
surrender the Security to the Conversion Agent, (4) if required, furnish
appropriate endorsements and transfer

documents, (5) if required by Section 10.02(f) of the Indenture, pay Interest
and (6) pay any transfer or similar tax, if required.

No fractional shares of Common Stock shall be issued upon conversion of any
Security. Instead of any fractional share of Common Stock that would otherwise
be issued upon conversion of such Security, the Company shall pay a cash
adjustment as provided in the Indenture.

If the Company engages in any reclassification of the Common Stock (other
than a subdivision or combination of its outstanding Common Stock, or a change
in par value, or from par value to no par value, or from no par value to par
value) or is party to a consolidation, merger, binding share exchange or
transfer of all or substantially all of its assets, and as a result of any such
event the Holders of Common Stock would be entitled to receive Exchange Property
for their Common Stock, upon conversion of the Securities after the effective
date of such event, the Conversion Obligation and the Conversion Settlement
Distribution shall be based on the applicable Conversion Rate and the Exchange
Property, in each case in accordance with the Indenture.

Unless the Company shall have received the shareholder approval described in
Section 10.13(c) of the Indenture (which the Company shall have no obligation to
seek), the Company shall not issue any Indenture Shares if, after giving effect
to such issuance, the aggregate number of Indenture Shares issued pursuant to
the Indenture (after adjusting any previous issuances for any subsequent events
that would give rise to an adjustment to the Conversion Rate pursuant to Article
10 of the Indenture) would exceed the Maximum Shares calculated pursuant to
Section 10.13.

If the number of Indenture Shares otherwise issuable under the Indenture upon
a conversion of Securities would, when aggregated with all prior issuances of
Indenture Shares, exceed the Maximum Shares, the Company shall satisfy its
obligation to deliver shares in excess of the Maximum Shares in accordance with
Section 10.13 of the Indenture.

Subordination.

To the extent provided in the Indenture, the Securities are subordinated to
Senior Debt, as defined in the Indenture, of the Company. The Company agrees,
and each Holder of Securities by accepting a Security agrees, to the
subordination provisions contained in the Indenture and authorizes the Trustee
to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

Paying Agent, Conversion Agent and Registrar.

Initially, the Trustee shall act as Paying Agent, Conversion Agent and
Registrar. The Company may appoint and change any Paying Agent, Conversion Agent
or Registrar without notice, other than notice to the Trustee. The Company or
any of its Subsidiaries or any of their Affiliates may act as Paying Agent,
Conversion Agent or Registrar.

10.

Denominations; Transfer; Exchange.

The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Original Principal Amount and integral multiples of
$1,000. A Holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not transfer
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
for a period of 15 days before the mailing of a notice of redemption of
Securities to be redeemed or any Securities in respect of which a Repurchase
Notice or Fundamental Change Repurchase Notice has been given and not withdrawn
(except, in the case of a Security to be purchased in part, the portion of the
Security not to be purchased).

11.

Persons Deemed Owners.

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

12.

Unclaimed Money or Securities.

13.

Amendment; Waiver.

Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Securities may be amended with the written consent of the Holders of at
least a majority in aggregate Accreted Principal Amount of the outstanding
Securities and (ii) certain Events of Defaults may be waived with the written
consent of the Holders of a majority in aggregate Accreted Principal Amount of
the outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Securityholder, the Company and the
Trustee may amend the Indenture or the Securities (i) to add guarantees with
respect to the Securities or secure the Securities, (ii) to remove any guarantee
added to the Securities pursuant to clause (i), unless such guarantee is
required pursuant to Section 5.01(a) of the Indenture, (iii) to provide for the
transfer and exchange of Certificated Securities, (iv) to add to the covenants
or Events of Defaults of the Company for the benefit of the Holders of
Securities, (v) to surrender any right or power conferred upon the Company in
the Indenture, (vi) to provide for conversion rights of Holders of Securities if
any reclassification or change of the Company153s Common Stock or any
consolidation, merger or sale of all or substantially all of the Company153s
assets occurs, (vii) to provide for the assumption by a successor Person (and
the public acquirer, if applicable) of the Company153s obligations to the Holders
of Securities in the case of a merger, consolidation, conveyance, transfer,
sale, lease or other disposition as provided under the Indenture and any
provisions described in Section 10.01(d), Section 10.05 and Section 10.13,
(viii) to provide for uncertificated Securities in addition to or in place of
Certificated Securities; provided, however,

that uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that uncertificated Securities
are described in Section 163(f)(2)(B) of the Code, (ix) to change the Conversion
Rate in accordance with the Indenture; provided, however, that any
increase in the Conversion Rate other than pursuant to Article 10 shall not
adversely affect the interests of the Holders of Securities (after taking into
account U.S. federal income tax and other consequences of such increase), (x) to
effect the qualification of this Indenture under the TIA and to comply with the
requirements of the SEC to effect such qualification, (xi) to cure any ambiguity
or to correct or supplement any provision in the Indenture which may be
inconsistent with any other provision in the Indenture or which is otherwise
defective (xii) to add or modify any other provisions of the Indenture with
respect to matters or questions arising under the Indenture which the Company
and the Trustee may deem necessary or desirable and which, in the good faith
opinion of the Board of Directors of the Company (as evidenced by a Board
Resolution) and the Trustee, shall not individually or in the aggregate with all
other such changes have or will have a material adverse effect on the interests
of the Holders of Securities, (xiii) to establish the form of Certificated
Securities if issued and (xiv) to evidence and provide for the acceptance of the
appointment under the Indenture of a successor Trustee.

14.

Defaults and Remedies.

If any Event of Default with respect to Securities shall occur and be
continuing, the Accreted Principal Amount of the Securities and any accrued and
unpaid Interest on all the Securities may be declared due and payable in the
manner and with the effect provided in the Indenture.

15.

Trustee Dealings with the Company.

The Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with and
collect obligations owed to it by the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.

16.

Calculations in Respect of Securities.

The Company or its agents shall be responsible for making all calculations
called for under the Securities including, but not limited to, determination of
the market prices for the Securities and of the Common Stock accrued on the
Securities. Any calculations made in good faith and without manifest error shall
be final and binding on Holders of the Securities. The Company or its agents
shall be required to deliver to the Trustee a schedule of its calculations and
the Trustee shall be entitled to conclusively rely upon the accuracy of such
calculations without independent verification.

17.

U.S. Federal Income Tax Treatment.

For purposes of Sections 1272, 1273 and 1275 of the Code, this Security is
being issued with Original Issue Discount and the issue date of this Security is
March 1, 2011.

18.

No Recourse Against Others.

A director, officer, employee or shareholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

19.

Authentication.

This Security shall not be valid until an authorized signatory of the Trustee
manually signs the Trustee153s Certificate of Authentication on the other side of
this Security.

20.

Abbreviations.

Customary abbreviations may be used in the name of a Securityholder 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 Gift to Minors
Act).

21.

Governing Law.

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF.

22.

Copy of Indenture.

The Company shall furnish to any Securityholder upon written request and
without charge a copy of the Indenture, which has in it the text of this
Security in larger type. Requests may be made to:

School Specialty, Inc.
W6316 Design Drive
Greenville, Wisconsin 54942
Attention: Assistant Secretary
Facsimile No.: 920-882-5863



ASSIGNMENT FORM		CONVERSION NOTICE
To assign this Security, fill in the form below:		To convert this Security, check the box ¨
I or we assign and transfer this Security to		To convert only part of this Security, state the Original Principal Amount to be converted (which must be $1,000 or an integral multiple of $1,000):
(Insert assignee153s soc. sec. or tax ID no.)		If you want the stock certificate made out in another person153s name fill in the form below:

		(Insert the other person153s soc. sec. Tax ID no.)
(Print or type assignee153s name, address and zip code)
and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.




		(Print or type other person153s name, address and zip code)
Date:	Your Signature:
(Sign exactly as your name appears on the other side of this Security)
Signature Guaranteed

100


Participant in a Recognized Signature
Guarantee Medallion Program
By: Authorized Signatory

101

SCHEDULE OF INCREASES AND DECREASES

OF GLOBAL SECURITY



Initial Original Principal Amount of Global Security: Million Dollars ($ ,000,000).

Date	Amount of Increase in Original Principal Amount of Global Security	Amount of Decrease in Original Principal Amount of Global Security	Original Principal Amount of Global Security After Increase or Decrease	Notation by Registrar or Security Custodian

102

Annex I

The following table sets forth the Accreted Principal Amount per $1,000
Original Principal Amount of Securities as of the specified dates during the
period from the Closing Date through the Maturity Date.


Date	Accreted Principal Amount
March 1, 2011	$1,000.00
May 30, 2011	1,009.83
November 30, 2011	1,029.90
May 30, 2012	1,050.37
November 30, 2012	1,071.25
May 30, 2013	1,092.55
November 30, 2013	1,114.26
May 30, 2014	1,136.41
November 30, 2014	1,159.00
May 30, 2015	1,182.04
November 30, 2015	1,205.53
May 30, 2016	1,229.50
November 30, 2016	1,253.94
May 30, 2017	1,278.86
November 30, 2017	1,304.28
May 30, 2018	1,330.21
November 30, 2018	1,356.65
May 30, 2019	1,383.61
November 30, 2019	1,411.12
May 30, 2020	1,439.17
November 30, 2020	1,467.77
May 30, 2021	1,496.95
November 30, 2021	1,526.70
May 30, 2022	1,557.05
November 30, 2022	1,588.00
May 30, 2023	1,619.57
November 30, 2023	1,651.76
May 30, 2024	1,684.59
November 30, 2024	1,718.08
May 30, 2025	1,752.23
November 30, 2025	1,787.06
May 30, 2026	1,822.58
November 30, 2026	1,858.81

The Accreted Principal Amount for a Security between the dates listed above
will include an amount reflecting the principal that has accreted as of such
date since the immediately preceding date in the table at an accretion rate of
3.9755% per annum.

103

EXHIBIT B

[FORM OF FACE OF CERTIFICATED SECURITY]

THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS
SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(A)(1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (3) TO AN INSTITUTIONAL INVESTOR THAT IS AN
ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.

104

SCHOOL SPECIALTY, INC.

3.75% Convertible Subordinated Debentures Due 2026

CUSIP:

ISSUE DATE: March 1, 2011 Original Principal Amount: $

No.

SCHOOL SPECIALTY, INC., a Wisconsin corporation, promises to pay to
__________ or registered assigns, the Accreted Principal Amount on November 30,
2026.

Interest Rate: 3.75% per year of the Original Principal Amount.

Interest Payment Dates: May 30 and November 30 of each year, commencing May
30, 2011.

Interest Record Date: May 15 and November 15 of each year.

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

Dated: _______________

SCHOOL SPECIALTY, INC.

By: __________________________

Title: _________________________

TRUSTEE153S CERTIFICATE OF AUTHENTICATION

_________________,

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

as Trustee, certifies that this is one

of the Securities referred to in the

within-mentioned Indenture.

By__________________________________

Authorized Signatory

Dated: ____________

[FORM OF REVERSE OF CERTIFICATED SECURITY IS IDENTICAL TO EXHIBIT A.]

105

EXHIBIT C

SCHOOL SPECIALTY, INC.

NOTICE OF REDEMPTION

[DATE]

To the Holders of the 3.75% Convertible Subordinated Debentures Due 2026
issued by School Specialty, Inc.:

School Specialty, Inc. (the “Issuer“) by this written notice hereby
exercises, pursuant to Section 3.01 of that certain Indenture (the
“Indenture“), dated as of March 1, 2011, between the Issuer and The
Bank of New York Mellon Trust Company, N.A., its right to redeem $[_________]
Accreted Principal Amount (in respect of $[_________] Original Principal Amount)
of its 3.75% Convertible Subordinated Debentures Due 2026 (the
“Securities“). All capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Indenture.

Redemption Date: [_______ _, ____]

Redemption Price per $1,000 Original Principal Amount: $[______]

Conversion Rate: Each $1,000 Original Principal Amount of the Securities is
convertible at your option into cash and common stock, if any, at a rate of
[insert number of shares] shares of the Issuer153s common stock, $0.001 par value
(the “Common Stock“), subject to adjustment, during the period
described below.

Paying Agent and Conversion Agent: [NAME] [ADDRESS]

The Securities called for redemption may be converted at your option at any
time from the date of this Notice of Redemption until 5:00 p.m. on the Business
Day immediately prior to the Redemption Date set forth above.

The Securities called for redemption and not converted at your election prior
to 5:00 p.m. on the Business Day immediately prior to Redemption Date set forth
above shall be redeemed on the Redemption Date.

If you elect to convert your Securities, you must satisfy the requirements
for conversion set forth in your Securities.

Your Securities called for redemption must be surrendered by you (by
effecting book entry transfer of the Securities or delivering Certificated
Securities, together with necessary endorsements, as the case may be) to [Name
of Paying Agent] at [insert address] in order for you to collect the Redemption
Price.

[The Securities bearing the following Certificate Number(s) in the principal
amount set forth below opposite such Certificate Number(s) are being redeemed:

106

Certificate Number(s) Principal Amount]

10.

Unless the Issuer defaults in making the payment of the Redemption Price owed
to you, Interest on your Securities called for redemption shall cease to accrue
and the Accreted Principal Amount of such Securities shall cease to accrete on
and after the Redemption Date.

11.

Cusip Number: [ ]

SCHOOL SPECIALTY, INC.

107

EXHIBIT D

SCHOOL SPECIALTY, INC.

NOTICE OF REPURCHASE

[DATE]

To the Beneficial Owners of the 3.75% Convertible Subordinated Debentures Due
2026 (the “Securities”) issued by School Specialty, Inc.:

School Specialty, Inc. (the “Issuer“) by this written notice hereby
notifies you, pursuant to Section 3.07 of that certain Indenture (the
“Indenture”), dated as of March [ ], 2011, between the Issuer and The Bank of
New York Mellon Trust Company, N.A., that you may request the Issuer to
repurchase your Securities by delivery of a Repurchase Notice. Included herewith
is the form of Repurchase Notice to be completed by you if you wish to have your
Securities repurchased by the Issuer. All capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Indenture.

Repurchase Date: [ ]

Repurchase Price per $1,000 Original Principal Amount: $[______]

Conversion Rate: To the extent described in Item 5 below, each $1,000
Original Principal Amount of the Securities is convertible into [insert number
of shares] shares of the Issuer153s common stock, par value $0.001 per share (the
“Common Stock”), subject to adjustment.

Paying Agent and Conversion Agent: [NAME] [ADDRESS]

The Securities as to which you have delivered a Repurchase Notice to the
Paying Agent may be converted if they are otherwise convertible pursuant to
Article 10 of the Indenture and the terms of the Securities only if you withdraw
such Repurchase Notice pursuant to the terms of the Indenture. You may be
entitled to have your Securities converted into cash or a combination of cash
and shares of Common Stock, if any:

(i)

during any fiscal quarter of the Issuer commencing after January 27, 2011
(and only during such quarter, if the last reported sale price (as defined in
the Indenture) of the Common Stock for at least 20 trading days in the 30
trading-day period ending on the last trading day of the preceding fiscal
quarter was more than 130% of the conversion price (as defined in the Indenture)
on such trading day;

(ii)

during the five business days immediately after any five consecutive
trading-day period in which the trading price (as defined in the Indenture) per
$1,000 Original Principal Amount of the Securities for each day of that period
was less than 98% of the product of the last reported sale price of the Common
Stock and the conversion rate (as defined in the Indenture) of the Securities on
each such day;

(iii)

if the Issuer has called the Securities for redemption;

108

(iv)

on or after November 30, 2025; or

(v)

upon the occurrence of certain specified corporate transactions described in
the Indenture.

The Securities as to which you have delivered a Repurchase Notice must be
surrendered by you (by effecting book entry transfer of the Securities or
delivering Certificated Securities, together with necessary endorsements, as the
case may be) to [Name of Paying Agent] at [insert address] in order for you to
collect the Repurchase Price.

The Repurchase Price for the Securities as to which you have delivered a
Repurchase Notice and not withdrawn such Repurchase Notice shall be paid
promptly following the later of the business day immediately following such
Repurchase Date and the date you deliver such Securities to [Name of Paying
Agent].

In order to exercise your option to have the Issuer repurchase your
Securities, you must deliver the Repurchase Notice, duly completed by you with
the information required by such Repurchase Notice (as specified in Section 3.07
of the Indenture) and deliver such Repurchase Notice to the Paying Agent at any
time from 9:00 a.m. on [insert day that is 20 Business Days prior to Repurchase
Date] until 5:00 p.m. on the [insert Business Day immediately prior to the
Repurchase Date].

In order to withdraw any Repurchase Notice previously delivered by you to the
Paying Agent, you must deliver to the Paying Agent, by 5:00 p.m. on [insert day
that is the Repurchase Date], a written notice of withdrawal specifying (i) the
certificate number, if any, of the Securities in respect of which such notice of
withdrawal is being submitted, (ii) the principal amount of the Securities in
respect of which such notice of withdrawal is being submitted, and (iii) if you
are not withdrawing your Repurchase Notice for all of your Securities, the
principal amount of the Securities which still remain subject to the original
Repurchase Notice.

10.

Unless the Issuer defaults in making the payment of the Repurchase Price owed
to you, Interest on your Securities as to which you have delivered a Repurchase
Notice shall cease to accrue and Accreted Principal Amount on such Securities
shall cease to accrete in each case on and after the Repurchase Date.

11.

Cusip Number: [ ]

SCHOOL SPECIALTY, INC.

109

EXHIBIT E

SCHOOL SPECIALTY, INC.

NOTICE OF OCCURRENCE

OF FUNDAMENTAL CHANGE

[DATE]

To the Holders of the 3.75% Convertible Subordinated Debentures Due 2026 (the
“Securities“) issued by School Specialty, Inc.:

School Specialty, Inc. (the “Issuer“) by this written notice hereby
notifies you, pursuant to Section 3.08 of that certain Indenture (the
“Indenture“), dated as of March [ ], 2011, between the Issuer and The
Bank of New York Mellon Trust Company, N.A., that a Fundamental Change (as such
term and other capitalized terms used herein and not otherwise defined herein is
defined in the Indenture) as described below has occurred. Included herewith is
the form of Fundamental Change Repurchase Notice to be completed by you if you
wish to have your Securities repurchased by the Issuer.

Fundamental Change: [Insert brief description of the Fundamental Change and
the date of the occurrence thereof].

Date by which Fundamental Change Repurchase Notice must be delivered by you
to Paying Agent in order to have your Securities repurchased:

Fundamental Change Repurchase Date:

Fundamental Change Repurchase Price per $1,000 Original Principal Amount:

Paying Agent and Conversion Agent: [NAME] [ADDRESS]

Conversion Rate: To the extent described in Item 7 below, each $1,000
Original Principal Amount of the Securities is convertible into [insert number
of shares] shares of the Issuer153s common stock, par value $0.001 per share (the
“Common Stock”), subject to adjustment.

The Securities as to which you have delivered a Fundamental Change Repurchase
Notice to the Paying Agent may be converted if they are otherwise convertible
pursuant to Article 10 of the Indenture and the terms of the Securities only if
you withdraw such Fundamental Change Repurchase Notice pursuant to the terms of
the Indenture. You may be entitled to have your Securities converted into cash
or a combination of cash and shares of the Issuer153s common stock:

(i)

during any fiscal quarter of the Issuer commencing after the fiscal quarter
ending January 27, 2011 (and only during such fiscal quarter), if the last
reported sale price (as defined in the Indenture) of the Issuer153s common stock
for at least 20 trading days in the 30 trading-day period ending on the last
trading day of the preceding fiscal quarter was more than 130% of the conversion
price (as defined in the Indenture) on such last trading day;

110

(ii)

during the five business days immediately after any five consecutive
trading-day period in which the trading price (as defined in the Indenture) per
$1,000 Original Principal Amount of the Securities for each day of that period
was less than 98% of the product of the closing price of the Common Stock and
the conversion rate (as defined in the Indenture) of the Securities on each such
day;

(iii)

if the Issuer has called the Securities for redemption;

(iv)

on or after November 30, 2025; or

(v)

upon the occurrence of certain specified corporate transactions described in
the Indenture.

The Securities as to which you have delivered a Fundamental Change Repurchase
Notice must be surrendered by you (by effecting book entry transfer of the
Securities or delivering Certificated Securities, together with necessary
endorsements, as the case may be) to [Name of Paying Agent] at [insert address]
in order for you to collect the Fundamental Change Repurchase Price.

The Fundamental Change Repurchase Price for the Securities as to which you
have delivered a Fundamental Change Repurchase Notice and not withdrawn such
Notice shall be paid promptly following the later of the Business Day
immediately following such Fundamental Change Repurchase Date and the date you
deliver such Securities to [Name of Paying Agent].

10.

In order to have the Issuer repurchase your Securities, you must deliver the
Fundamental Change Repurchase Notice, duly completed by you with the information
required by such Fundamental Change Repurchase Notice (as specified in Section
3.08 of the Indenture) and deliver such Fundamental Change Repurchase Notice to
the Paying Agent at any time from 9:00 a.m. on the date of the occurrence of the
Change of Control until 5:00 p.m. on the Business Day immediately preceding the
Fundamental Change Repurchase Date.

11.

In order to withdraw any Fundamental Change Repurchase Notice previously
delivered by you to the Paying Agent, you must deliver to the Paying Agent, by
5:00 p.m. on the Fundamental Change Repurchase Date, a written notice of
withdrawal specifying (i) the certificate number, if any, of the Securities in
respect of which such notice of withdrawal is being submitted, (ii) the
principal amount of the Securities in respect of which such notice of withdrawal
is being submitted, and (iii) if you are not withdrawing your Fundamental Change
Repurchase Notice for all of your Securities, the principal amount of the
Securities which still remain subject to the original Fundamental Change
Repurchase Notice.

12.

Unless the Issuer defaults in making the payment of the Fundamental Change
Repurchase Price owed to you, Interest on your Securities as to which you have
delivered a Fundamental Change Repurchase Notice shall cease to accrue and
Accreted Principal Amount on such Securities shall cease to accrete in each case
on and after the Fundamental Change Repurchase Date.

13.

Cusip Number: [ ]

SCHOOL SPECIALTY, INC.

111

SCHEDULE I

The following table sets forth the Stock Prices and the number of Additional
Shares per $1,000 Original Principal Amount of Securities.


Effective Date		$15.080	$16.000	$17.000	$18.000	$21.000	$24.000	$27.000	$30.000	$33.000	$36.000	$39.000	$42.000
March 1, 2011	. . . . .	22.1043	20.8101	18.2619	16.1024	11.0675	7.8372	5.6580	4.2013	3.2035	2.4663	1.9118	1.4794
November 30, 2011	. . . . .	24.0871	22.2894	19.3997	16.9156	11.0504	7.0886	4.5298	3.3636	2.5647	1.9745	1.5306	1.1844
November 30, 2012	. . . . .	26.8324	24.2692	20.9224	18.0038	11.0276	6.0867	3.0198	2.2424	1.7098	1.3164	1.0204	0.7896
November 30, 2013	. . . . .	29.6839	26.2490	22.4451	19.0920	11.0047	5.0849	1.5099	1.1212	0.8549	0.6582	0.5102	0.3948
November 30, 2014	. . . . .	32.6481	28.2288	23.9678	20.1802	10.9818	4.0830	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

112

SCHEDULE II


Date	Accreted Principal Amount
March 1, 2011	$1,000.00
May 30, 2011	1,009.83
November 30, 2011	1,029.90
May 30, 2012	1,050.37
November 30, 2012	1,071.25
May 30, 2013	1,092.55
November 30, 2013	1,114.26
May 30, 2014	1,136.41
November 30, 2014	1,159.00
May 30, 2015	1,182.04
November 30, 2015	1,205.53
May 30, 2016	1,229.50
November 30, 2016	1,253.94
May 30, 2017	1,278.86
November 30, 2017	1,304.28
May 30, 2018	1,330.21
November 30, 2018	1,356.65
May 30, 2019	1,383.61
November 30, 2019	1,411.12
May 30, 2020	1,439.17
November 30, 2020	1,467.77
May 30, 2021	1,496.95
November 30, 2021	1,526.70
May 30, 2022	1,557.05
November 30, 2022	1,588.00
May 30, 2023	1,619.57
November 30, 2023	1,651.76
May 30, 2024	1,684.59
November 30, 2024	1,718.08
May 30, 2025	1,752.23
November 30, 2025	1,787.06
May 30, 2026	1,822.58
November 30, 2026	1,858.81

113

Was this helpful?

Why was this helpful?

Easy to understand

Solved my problem

Other

Why was this not helpful?

Missing the information I need

Too complicated / too many steps

Out of date

Other

Stay Up-to-Date With How the Law Affects Your Life

Enter your email address to subscribe:

Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.