{"id":41063,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indenture-ciena-corporation.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indenture-ciena-corporation","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/indenture-ciena-corporation.html","title":{"rendered":"Indenture – Ciena Corporation"},"content":{"rendered":"

Ciena Corporation,<\/strong><\/p>\n

as Issuer,<\/strong><\/p>\n

and<\/strong><\/p>\n

The Bank of New York Mellon Trust Company,
\nN.A.,<\/strong><\/p>\n

as Trustee<\/strong><\/p>\n

INDENTURE<\/strong><\/p>\n

Dated as of October 18, 2010<\/strong><\/p>\n

3.75% Convertible Senior Notes due 2018<\/strong><\/p>\n<\/p>\n<\/p>\n

<\/p>\n

TABLE OF CONTENTS<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Page<\/p>\n<\/td>\n<\/tr>\n

\n

ARTICLE 1<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Definitions and Incorporation by Reference<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Section 1.01. Definitions.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

1<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 1.02. Incorporation by Reference of Trust Indenture Act.<\/em>\n<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

11<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 1.03. Rules of Construction<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

12<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

ARTICLE 2<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

The Notes<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Section 2.01. Form, Dating and Terms.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

13<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 2.02. Execution and Authentication.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

16<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 2.03. Registrar, Conversion Agent and Paying Agent.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

17<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 2.04. Conversion Agent and Paying Agent to Hold Money and
\nSecurities in Trust.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

17<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 2.05. Holder Lists.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

18<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 2.06. Transfer and Exchange; Restrictions on Transfer.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

18<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 2.07. Mutilated, Destroyed, Lost or Stolen Notes.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

22<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 2.08. Cancellation.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

23<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 2.09. Payment of Interest; Defaulted Interest.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

23<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 2.10. Additional Interest.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

24<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 2.11. Computation of Interest.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

25<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 2.12. CUSIP Numbers.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

25<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 2.13. Calculations in Respect of the Notes.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

26<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

ARTICLE 3<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Covenants<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Section 3.01. Payment of Notes.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

26<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 3.02. Maintenance of Office or Agency.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

26<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 3.03. Compliance Certificate.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

27<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 3.04. Reservation of Common Stock.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

27<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 3.05. Issuance of Shares.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

27<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 3.06. Transfer Taxes.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

27<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 3.07. Reports.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

28<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

ARTICLE 4<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Successors<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Section 4.01. Merger, Consolidation, or Sale of Assets.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

28<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 4.02. Successor Corporation Substituted.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

29<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Page<\/p>\n<\/td>\n<\/tr>\n

\n

ARTICLE 5<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

[Reserved]<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

ARTICLE 6<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Conversion of Notes<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Section 6.01. Conversion Right and Conversion Rate.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

29<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 6.02. Conversion Consideration.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

30<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 6.03. Exercise of Conversion Right.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

30<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 6.04. Fractions of Shares.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

32<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 6.05. Adjustment of Conversion Rate.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

32<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 6.06. Notice of Adjustments of Conversion Rate.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

43<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 6.07. Cancellation of Converted Notes.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

43<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 6.08. Provision in Case of Consolidation, Merger or Sale of
\nAssets.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

43<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 6.09. Rights Issued in Respect of Common Stock.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

44<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 6.10. Responsibility of Trustee and Conversion Agent for
\nConversion Provisions.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

45<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

ARTICLE 7<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Defaults and Remedies<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Section 7.01. Events of Default.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

45<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 7.02. Acceleration.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

48<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 7.03. Other Remedies.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

49<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 7.04. Waiver of Past Defaults.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

49<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 7.05. Control by Majority.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

50<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 7.06. Limitation on Suits.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

50<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 7.07. Rights of Holders of Notes to Receive Payment or Effect
\nConversion.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

50<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 7.08. Collection Suit by Trustee.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

51<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 7.09. Trustee May File Proofs of Claim.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

51<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 7.10. Priorities.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

51<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 7.11. Undertaking for Costs.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

52<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

ARTICLE 8<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Trustee<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Section 8.01. Duties of Trustee.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

52<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 8.02. Rights of Trustee.<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

54<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 8.03. Individual Rights of Trustee<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

55<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 8.04. Trustee153s Disclaimer<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

56<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 8.05. Notice of Defaults<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

56<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 8.06. Reports by Trustee to Holders<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

56<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 8.07. Compensation and Indemnity<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

56<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 8.08. Replacement of Trustee<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

57<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/p>\n

Page<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.09. Successor Trustee by Merger<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

58<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 8.10. Eligibility; Disqualification<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

58<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 8.11. Preferential Collection of Claims Against Company<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

59<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

ARTICLE 9<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Satisfaction and Discharge of Indenture; Unclaimed Moneys<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Section 9.01. Satisfaction and Discharge of Indenture<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

59<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 9.02. Application of Funds or Securities Deposited for Payment of
\nNotes<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

59<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 9.03. Repayment by Trustee, Paying Agent or Conversion Agent<\/em>\n<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

60<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

ARTICLE 10<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Supplemental Indentures and Amendments<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Section 10.01. Without Consent of Holders<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

60<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 10.02. With Consent of Holders<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

61<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 10.03. Execution of Supplemental Indentures, Agreements and
\nWaivers<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

62<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 10.04. Effect of Supplemental Indentures<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

62<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 10.05. Compliance with Trust Indenture Act<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

63<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 10.06. Reference in Notes to Supplemental Indentures<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

63<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 10.07. Revocation and Effect of Consents and Waivers<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

63<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 10.08. Notation on or Exchange of Notes<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

63<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

ARTICLE 11<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Offer to Repurchase Upon a Fundamental Change<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Section 11.01. Purchase of Notes at Option of Holder Upon a Fundamental
\nChange<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

64<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 11.02. Fundamental Change Repurchase Right Notice<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

65<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 11.03. Fundamental Change Repurchase Notice<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

65<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 11.04. Effect of Purchase of Notes Upon a Fundamental Change<\/em>\n<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

66<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 11.05. Covenant to Comply with Securities Laws Upon Purchase of
\nNotes<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

66<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 11.06. Covenants of Company and Paying Agent Upon Purchase of
\nNotes<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

67<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 11.07. Withdrawal of Fundamental Change Repurchase Notice and
\nEffect Thereof<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

67<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 11.08. Covenants of Trustee Upon Purchase of Notes<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

68<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

ARTICLE 12<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Miscellaneous<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Section 12.01. Trust Indenture Act Controls<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

68<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 12.02. Notices<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

68<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 12.03. Communication by Holders with Other Holders<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

69<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 12.04. Certificate and Opinion as to Conditions Precedent<\/em>\n<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

69<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 12.05. Statements Required in Certificate or Opinion<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

70<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iii<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/p>\n

Page<\/p>\n<\/td>\n<\/tr>\n

\n

Section 12.06. When Notes Disregarded<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

70<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 12.07. Rules by Trustee, Paying Agent and Registrar<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

70<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 12.08. Governing Law<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

70<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 12.09. No Recourse Against Others<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

70<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 12.10. Successors<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

71<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 12.11. Multiple Originals<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

71<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 12.12. Force Majeure<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

71<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 12.13. Not Responsible for Recitals or Issuance of Notes<\/em>\n<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

71<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Section 12.14. Waiver of Jury Trial<\/em><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

71<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

EXHIBITS<\/strong><\/p>\n

EXHIBIT A Form of Note<\/p>\n

EXHIBIT B Form of Conversion Notice<\/p>\n

EXHIBIT C Form of Fundamental Change Repurchase Notice<\/p>\n

iv<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

INDENTURE, dated as of October 18, 2010, between Ciena Corporation, a
\ncorporation incorporated under the laws of the State of Delaware (the
\n“Company<\/strong>“), as issuer and The Bank of New York Mellon Trust
\nCompany, N.A., a national banking association (the “Trustee<\/strong>“),
\nas trustee.<\/p>\n

RECITALS OF THE COMPANY<\/strong><\/p>\n

The Company has duly authorized the execution and delivery of this Indenture
\nto provide for the issuance of an unlimited principal amount of the Company153s
\n3.75% Convertible Senior Notes due 2018, convertible into common stock, par
\nvalue $0.01 per share, of the Company (the “Notes<\/strong>“).<\/p>\n

All things necessary have been done to make the Notes, when executed by the
\nCompany and authenticated and delivered hereunder and duly issued by the
\nCompany, the valid and legally binding obligations of the Company and to make
\nthis Indenture a valid and legally binding agreement of each of the Company and
\nthe Trustee in accordance with the terms hereof.<\/p>\n

Each party agrees as follows for the benefit of the other parties and for the
\nequal and ratable benefit of the Holders of the Notes:<\/p>\n

ARTICLE 1
\nDefinitions and Incorporation by Reference<\/p>\n

Section 1.01 . Definitions.<\/em><\/p>\n

“Additional Interest<\/strong>” means all amounts, if any, payable
\npursuant to Section 2.10(a) or Section 7.01, as applicable.<\/p>\n

“Additional Notes<\/strong>” means additional Notes (other than the
\nInitial Notes), if any, issued under this Indenture in accordance with Section
\n2.02 hereof, as part of the same series as the Initial Notes.<\/p>\n

“Additional Shares<\/strong>” means additional shares of Common Stock
\nby which the Conversion Rate shall be increased for Notes surrendered for
\nconversion pursuant to an adjustment of the Conversion Rate upon the occurrence
\nof a Make-whole Fundamental Change. The number of Additional Shares shall be
\ndetermined based on the Effective Date of the Make-whole Fundamental Change and
\nthe Stock Price in such Make-whole Fundamental Change transaction, all in
\naccordance with Section 6.05(f).<\/p>\n

“Affiliate<\/strong>” means, with respect to any specified Person, any
\nother Person directly or indirectly controlling or controlled by or under direct
\nor indirect common control with such specified Person. For the purposes of this
\ndefinition, “control” when used with respect to any specified Person means the
\npower to direct the management and policies of<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

such Person, directly or indirectly, whether through the ownership of voting
\nsecurities, by contract or otherwise; and the terms “controlling” and
\n“controlled” have meanings correlative to the foregoing. No individual shall be
\ndeemed to be controlled by or under common control with any specified Person
\nsolely by virtue of his or her status as an employee or officer of such
\nspecified Person or of any other Person controlled by or under common control
\nwith such specified Person. Notwithstanding the foregoing, for the purpose of
\nSection 2.10, “Affiliate<\/strong>” has the meaning set forth in Rule 144
\nunder the Securities Act.<\/p>\n

“Agent<\/strong>” means any Authenticating Agent, Registrar,
\nco-registrar, Paying Agent, additional paying agent or Conversion Agent.<\/p>\n

“Agent Members<\/strong>” has the meaning set forth in Section
\n2.01(e)(ii).<\/p>\n

“Applicable Procedures<\/strong>” means, with respect to any transfer
\nor exchange of or for beneficial interests in, or any repurchase or conversion
\nof, any Global Note, the rules and procedures of the Depositary that apply to
\nsuch transfer, exchange, repurchase or conversion.<\/p>\n

“Authenticating Agent<\/strong>” has the meaning set forth in Section
\n2.02.<\/p>\n

“Bankruptcy Law<\/strong>” means Title 11, United States Code or any
\nsimilar federal or state law relating to bankruptcy, insolvency, receivership,
\nwinding-up, liquidation, reorganization or relief of debtors or the law of any
\nother jurisdiction relating to bankruptcy, insolvency, receivership, winding-up,
\nliquidation, reorganization or relief of debtors or any amendment to, succession
\nto or change in any such law.<\/p>\n

“Beneficial Owner<\/strong>” has the meaning assigned to such term in
\nRule 13d-3 under the Exchange Act. The terms “Beneficial
\nOwnership<\/strong>” and “Beneficially Owns<\/strong>” have a
\ncorresponding meaning.<\/p>\n

“Board of Directors<\/strong>” means the board of directors of the
\nCompany or any duly authorized committee thereof.<\/p>\n

“Board Resolution<\/strong>” means a copy of a resolution certified by
\nthe Secretary or an Assistant Secretary of the Company to have been duly adopted
\nby the Board of Directors and to be in full force and effect on the date of such
\ncertification, and delivered to the Trustee.<\/p>\n

“Business Day<\/strong>” means each day that is not a Saturday, Sunday
\nor other day on which banking institutions in New York City are authorized or
\nrequired by law, regulation or executive order to close.<\/p>\n

“Capital Stock<\/strong>” means:<\/p>\n

(1) in the case of a corporation, corporate stock;<\/p>\n

2<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(2) in the case of an association or business entity, shares, interests,
\nparticipations, rights or other equivalents (however designated) of corporate
\nstock;<\/p>\n

(3) in the case of a partnership or limited liability company, partnership or
\nmembership interests (whether general or limited); and<\/p>\n

(4) any other interest or participation that confers on a Person the right to
\nreceive a share of the profits and losses of, or distributions of the assets of,
\nthe issuing Person.<\/p>\n

“close of business<\/strong>” means 5:00 p.m., New York City time.\n<\/p>\n

“Closing Sale Price<\/strong>” means, with respect to the Common Stock
\nor any other security for which a Closing Sale Price must be determined, on any
\ndate, the last reported closing price per share of Common Stock or unit of such
\nsecurity (or, if no last closing price is reported, the average of the last bid
\nand ask prices or, if more than one in either case, the average of the average
\nbid and the average ask prices) on such date as reported in composite
\ntransactions for the principal U.S. securities exchange on which the Common
\nStock or such security is then listed or, if the Common Stock or such security
\nis not listed on a U.S. national or regional exchange, the “Closing Sale
\nPrice<\/strong>” will be the last quoted bid price for the Common Stock in the
\nover-the-counter market on the relevant dates as reported by the Pink OTC
\nMarkets Inc. or any similar U.S. system of automated dissemination of quotations
\nof securities prices. If the Common Stock or such security is not so traded, the
\n“Closing Sale Price<\/strong>” will be the price as reported on the
\nprincipal other market on which the Common Stock or such security is then
\ntraded. In the absence of such quotations, the Company153s Board of Directors will
\nmake a good faith determination of the Closing Sale Price.<\/p>\n

“Commission<\/strong>” means the Securities and Exchange Commission.\n<\/p>\n

“Common Stock<\/strong>” means the common stock of the Company, par
\nvalue $0.01 per share, as it exists on the date of this Indenture, subject to
\nany transaction described in Section 6.08, in which case all references to
\nCommon Stock in this Indenture shall thereafter be references to Reference
\nProperty.<\/p>\n

“Company<\/strong>” means Ciena Corporation, a corporation
\nincorporated under the laws of Delaware, and, subject to Article IV, its
\nsuccessors and assigns.<\/p>\n

“Company Order<\/strong>” has the meaning set forth in Section 2.02.\n<\/p>\n

“Continuing Directors<\/strong>” means, as of any date of
\ndetermination, any member of the board of directors of the Company who:<\/p>\n

(1) was a member of such board of directors on the date of this Indenture; or\n<\/p>\n

(2) becomes a member of the board of directors of the Company subsequent to
\nthat date and was appointed, nominated for election or elected to such board of
\ndirectors<\/p>\n

3<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

with the approval of (a) a majority of the Continuing Directors who were
\nmembers of such board of directors at the time of such appointment, nomination
\nor election, or (b) a majority of the Continuing Directors that were serving at
\nthe time of such appointment, nomination or election on a committee of the board
\nof directors that appointed or nominated for election or reelection such board
\nmember.<\/p>\n

“Conversion Agent<\/strong>” means the office or agency designated by
\nthe Company where Notes may be presented for conversion, initially the Trustee.\n<\/p>\n

“Conversion Date<\/strong>” has the meaning set forth in Section
\n6.03(a).<\/p>\n

“Conversion Notice<\/strong>” has the meaning set forth in Section
\n6.03(a).<\/p>\n

“Conversion Price<\/strong>” shall equal $1,000 divided by the
\nConversion Rate (rounded to the nearest cent).<\/p>\n

“Conversion Rate<\/strong>” has the meaning set forth in Section
\n6.01(c), subject to adjustment as provided in this Indenture.<\/p>\n

“Corporate Trust Office<\/strong>” means the designated corporate
\ntrust office of the Trustee at which at any time its corporate trust business
\nshall be administered, which office at the date hereof is located at 525 William
\nPenn Place, 38th Floor, Pittsburgh, Pennsylvania 15259, Attention: Corporate
\nTrust Administration, or such other address as the Trustee may designate from
\ntime to time by notice to the Holders and the Company, or the designated
\ncorporate trust office of any successor Trustee (or such other address as such
\nsuccessor Trustee may designate from time to time by notice to the Holders and
\nthe Company).<\/p>\n

“Current Market Price<\/strong>” as of any date means:<\/p>\n

(1) for the purpose of any computation under Section 6.05(a) (except for
\nclauses (v), (vi) and (viii) thereof), the average of the Closing Sale Prices
\nfor the five consecutive Trading Days ending on the Trading Day prior to the
\nearlier of the record date or the ex-dividend date for the event triggering such
\nadjustment;<\/p>\n

(2) for the purpose of any computation under Section 6.05(a)(v), the average
\nof the Closing Sale Prices of the Common Stock for the ten consecutive Trading
\nDays following, and including the ex-dividend date for the related Spin-Off;\n<\/p>\n

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

(4) for the purpose of any computation under Section 6.05(a)(viii) (including
\nMarket Capitalization), the average of the Closing Sale Prices for the five
\nconsecutive<\/p>\n

4<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Trading Days beginning on the Trading Day immediately following the date of
\nthe repurchase triggering the adjustment.<\/p>\n

“Default<\/strong>” means an event that is, or after notice or passage
\nof time, or both, would be an Event of Default with respect to the Notes.<\/p>\n

“Defaulted Interest<\/strong>” has the meaning set forth in Section
\n2.09.<\/p>\n

“Definitive Notes<\/strong>” means the Notes that are in registered
\ndefinitive form.<\/p>\n

“Depositary<\/strong>” means The Depository Trust Company, its
\nnominees and their respective successors and assigns, or such other depositary
\ninstitution hereinafter appointed by the Company.<\/p>\n

“Distributed Assets<\/strong>” has the meaning set forth in Section
\n6.05(a)(iv).<\/p>\n

“Effective Date<\/strong>” means the date on which a Make-whole
\nFundamental Change becomes effective.<\/p>\n

“Equity Interests<\/strong>” means Capital Stock and all warrants,
\noptions or other rights to acquire Capital Stock (but excluding any debt
\nsecurity that is convertible into, or exchangeable for, Capital Stock).<\/p>\n

“Event of Default<\/strong>” means any event or condition specified as
\nsuch in Section 7.01.<\/p>\n

“Exchange Act<\/strong>” means the Securities Exchange Act of 1934, as
\namended, and the rules and regulations promulgated thereunder.<\/p>\n

“ex-dividend date<\/strong>” when used with respect to any issuance or
\ndistribution shall mean the first date upon which a sale of shares of Common
\nStock does not automatically transfer the right to receive the relevant dividend
\nor distribution from the seller of such Common Stock to the buyer.<\/p>\n

“Expiration Date<\/strong>” has the meaning set forth in Section
\n6.05(a)(vii).<\/p>\n

“Fair Market Value<\/strong>” means the value that would be paid by a
\nwilling buyer to an unaffiliated willing seller in a transaction not involving
\ndistress or necessity of either party, determined in good faith by the Board of
\nDirectors of the Company.<\/p>\n

“Fundamental Change<\/strong>” means the occurrence at the time after
\nthe Notes are originally issued of any of the following:<\/p>\n

(1) the Common Stock (or other Reference Property into which the Notes are
\nconvertible) is neither traded on The NASDAQ Global Select Market, The NASDAQ
\nGlobal Market, the New York Stock Exchange or another U.S. national securities\n<\/p>\n

5<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

exchange or quoted on an established automated over-the-counter trading
\nmarket in the United States; or<\/p>\n

(2) any Person acquires Beneficial Ownership, directly or indirectly, through
\na purchase, merger or other acquisition transaction or series of transactions,
\nof shares of the Company153s Capital Stock entitling such Person to exercise 50%
\nor more of the total voting power of all shares of the Company153s Capital Stock
\nentitled to vote generally in elections of directors, other than an acquisition
\nby the Company, any of its Subsidiaries or any of the Company153s employee benefit
\nplans; or<\/p>\n

(3) the Company merges or consolidates with or into any other Person (other
\nthan a Subsidiary of the Company), another Person (other than a Subsidiary of
\nthe Company) merges with or into the Company, or the Company conveys, sells,
\ntransfers or leases all or substantially all of the Company153s assets to another
\nPerson, other than any transaction:<\/p>\n

(a) that does not result in a reclassification, conversion, exchange or
\ncancellation of the Company153s outstanding Common Stock; or<\/p>\n

(b) pursuant to which the holders of 50% or more of the total voting power of
\nall shares of the Company153s Capital Stock entitled to vote generally in
\nelections of directors immediately prior to such transaction have the
\nentitlement to exercise, directly or indirectly, 50% or more of the total voting
\npower of all shares of Capital Stock entitled to vote generally in elections of
\ndirectors of the continuing or surviving Person immediately after such
\ntransaction; or<\/p>\n

(c) which is effected solely to change the Company153s jurisdiction of
\nincorporation and results in a reclassification, conversion or exchange of
\noutstanding shares of the Common Stock solely into shares of common stock of the
\nsurviving entity; or<\/p>\n

(4) at any time the Continuing Directors do not constitute a majority of the
\nCompany153s Board of Directors (or, if applicable, a successor Person to the
\nCompany).<\/p>\n

For purposes of this definition, “Person” includes any syndicate or group
\nthat would be deemed to be a “person” under Section 13(d)(3) of the Exchange
\nAct.<\/p>\n

“Fundamental Change Notice<\/strong>” has the meaning set forth in
\nSection 11.01(c).<\/p>\n

“Fundamental Change Repurchase Date<\/strong>” has the meaning set
\nforth in Section 11.01(a).<\/p>\n

“Fundamental Change Repurchase Notice<\/strong>” has the meaning set
\nforth in Section 11.03.<\/p>\n

“Fundamental Change Repurchase Price<\/strong>” has the meaning set
\nforth in Section 11.01(a)<\/p>\n

6<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

“Fundamental Change Repurchase Right Notice<\/strong>” has the meaning
\nset forth in Section 11.02.<\/p>\n

“GAAP<\/strong>” means generally accepted accounting principles set
\nforth in the opinions and pronouncements of the Accounting Principles Board of
\nthe American Institute of Certified Public Accountants and statements and
\npronouncements of the Financial Accounting Standards Board or in such other
\nstatements by such other entity as may be approved by a significant segment of
\nthe accounting profession of the United States, as in effect on the date hereof.\n<\/p>\n

“Global Notes<\/strong>” means Notes that are in the form of the Note
\nattached hereto as Exhibit A and that are issued to a Depositary.<\/p>\n

“guarantee<\/strong>” means, as applied to any obligation, (i) a
\nguarantee (other than by endorsement of negotiable instruments for collection in
\nthe ordinary course of business), direct or indirect, in any manner, of any part
\nor all of such obligation and (ii) an agreement, direct or indirect, contingent
\nor otherwise, the practical effect of which is to assure in any way the payment
\nor performance (or payment of damages in the event of non-performance) of all or
\nany part of such obligation. A guarantee shall include, without limitation, any
\nagreement to maintain or preserve any other Person153s financial condition or to
\ncause any other Person to achieve certain levels of operating results.<\/p>\n

“Holder<\/strong>” means a Person in whose name a Note is registered.\n<\/p>\n

“Indebtedness<\/strong>” of any Person means indebtedness for borrowed
\nmoney and indebtedness under purchase money Liens or conditional sales or
\nsimilar title retention agreements, in each case where such indebtedness has
\nbeen created, incurred, or assumed by such Person to the extent such
\nindebtedness would appear as a liability upon a balance sheet of such Person
\nprepared in accordance with GAAP, guarantees by such Person of such
\nindebtedness, and indebtedness for borrowed money secured by any Lien, pledge or
\nother lien or encumbrance upon property owned by such Person, even though such
\nPerson has not assumed or become liable for the payment of such indebtedness.\n<\/p>\n

“Indenture<\/strong>” means this Indenture as amended or supplemented
\nfrom time to time, including, for all purposes of this instrument and any
\nsupplemental indenture or amendment hereto, the provisions of the TIA that are
\ndeemed to be a part of and govern this instrument and any such supplemental
\nindenture or amendment, respectively.<\/p>\n

“Initial Notes<\/strong>” means the $350,000,000 aggregate principal
\namount of Notes issued under this Indenture on the date hereof.<\/p>\n

“Interest Payment Date<\/strong>” has the meaning set forth in the
\nform of Note attached hereto as Exhibit A.<\/p>\n

“Lien<\/strong>” means any security interest, pledge, lien or other
\nencumbrance.<\/p>\n

7<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

“Make-whole Fundamental Change<\/strong>” has the meaning set forth in
\nSection 6.05(f).<\/p>\n

“Market Capitalization<\/strong>” means the product of (1) the Current
\nMarket Price of the Common Stock and (2) the number of shares of Common Stock
\nthen outstanding on the date of the repurchase of Common Stock triggering the
\nadjustment set forth in Section 6.05(a)(viii) hereof immediately prior to such
\nrepurchase.<\/p>\n

“Note<\/strong>” or “Notes<\/strong>” has the meaning stated in
\nthe first recital of this Indenture or, as the case may be, means Notes that
\nhave been authenticated and delivered pursuant to this Indenture, including the
\nGlobal Note(s). The Initial Notes and the Additional Notes, if any, shall be
\ntreated as a single class for all purposes under this Indenture, and unless the
\ncontext otherwise requires, all references to the Notes shall include the
\nInitial Notes and any Additional Notes.<\/p>\n

“Note Register<\/strong>” has the meaning set forth in Section 2.03.\n<\/p>\n

“Notes Custodian<\/strong>” means the Trustee or any Person appointed
\nby the Trustee to act as custodian of Global Notes for the Depositary.<\/p>\n

“Officer<\/strong>” means an Executive Chairman of the Board, an
\nExecutive Vice President, a Senior Vice President, the President, a Vice
\nPresident, the Secretary, an Assistant Secretary, the Treasurer or an Assistant
\nTreasurer of the Company.<\/p>\n

“Officers153 Certificate<\/strong>” means a certificate in a form
\nreasonably acceptable to the Trustee and signed by any two Officers of the
\nCompany. Each such certificate shall include the statements provided for in
\nSection 12.05, if and to the extent required by the provisions of Section 12.04.\n<\/p>\n

“opening of business<\/strong>” means 9:00 a.m., New York City time.\n<\/p>\n

“Opinion of Counsel<\/strong>” means a written opinion reasonably
\nacceptable to the Trustee from legal counsel, which counsel may be an employee
\nof, or counsel to, the Company. Each such opinion shall include the statements
\nprovided for in Section 12.05, if and to the extent required by the provisions
\nof Section 12.04.<\/p>\n

“Outstanding<\/strong>“, when used with respect to Notes, means, as of
\nthe date of determination, all Notes theretofore authenticated and delivered
\nunder this Indenture, except:<\/p>\n

(1) Notes theretofore cancelled by the Trustee or delivered to the Trustee
\nfor cancellation (including Notes converted and cancelled pursuant to this
\nIndenture);<\/p>\n

(2) Notes for whose payment money in the necessary amount has been
\ntheretofore deposited with the Trustee or any Paying Agent (other than the
\nCompany) in trust or set<\/p>\n

8<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

aside and segregated in trust by the Company (if the Company shall act as its
\nown Paying Agent) for the Holders of such Notes; and<\/p>\n

(3) Notes which have been paid pursuant to Section 2.07 or in exchange for or
\nin lieu of which other Notes have been authenticated and delivered pursuant to
\nthis Indenture, other than any such Notes in respect of which there shall have
\nbeen presented to the Trustee proof satisfactory to it that such Notes are held
\nby a bona fide purchaser in whose hands such Notes are valid obligations of the
\nCompany;<\/p>\n

provided<\/em>, however<\/em>, that in determining whether the Holders
\nof the requisite principal amount of the Outstanding Notes have given, made or
\ntaken any request, demand, authorization, direction, notice, consent, waiver or
\nother action hereunder, Notes owned by the Company or any other obligor upon the
\nNotes or any Affiliate of the Company or of such other obligor shall be
\ndisregarded and deemed not to be Outstanding, except that, in determining
\nwhether the Trustee shall be protected in relying upon any such request, demand,
\nauthorization, direction, notice, consent, waiver or other action, only Notes
\nwhich a Responsible Officer of the Trustee actually knows to be so owned shall
\nbe so disregarded. Notes so owned which have been pledged in good faith may be
\nregarded as Outstanding if the pledgee establishes to the satisfaction of the
\nTrustee the pledgee153s right so to act with respect to such Notes and that the
\npledgee is not the Company or any other obligor upon the Notes or any Affiliate
\nof the Company or of such other obligor.<\/p>\n

Upon the written request of the Trustee, the Company shall furnish to the
\nTrustee promptly an Officers153 Certificate listing and identifying all Notes, if
\nany, known by the Company to be owned by, held by or for the account of the
\nCompany, or any other obligor on the Notes or any Affiliate of the Company or
\nsuch obligor, and subject to the provisions of Section 8.02, the Trustee shall
\nbe entitled to accept such Officers153 Certificate as conclusive evidence of the
\nfacts therein set forth and of the fact that all Notes not listed therein are
\nOutstanding for the purpose of any such determination.<\/p>\n

“Paying Agent<\/strong>” means the office or agency designated by the
\nCompany where Notes may be presented for payment, initially the Trustee.<\/p>\n

“Person<\/strong>” means any individual, corporation, partnership,
\nlimited liability company, joint venture, association, joint-stock company,
\ntrust, unincorporated organization, government or any agency or political
\nsubdivision thereof or any other entity.<\/p>\n

“protected purchaser<\/strong>” has the meaning set forth in Section
\n2.07.<\/p>\n

“Record Date Period<\/strong>” means the period from the close of
\nbusiness on any Regular Record Date immediately preceding any Interest Payment
\nDate to the opening of business on such Interest Payment Date.<\/p>\n

“Reference Property<\/strong>” has the meaning set forth in Section
\n6.08.<\/p>\n

9<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

“Registrar<\/strong>” means the office or agency maintained by the
\nCompany where Notes may be presented for registration of transfer or exchange,
\ninitially the Trustee.<\/p>\n

“Regular Record Date<\/strong>” has the meaning set forth in the form
\nof Note attached hereto as Exhibit A.<\/p>\n

“Reporting Default<\/strong>” has the meaning set forth in Section
\n7.01.<\/p>\n

“Repurchase Premium<\/strong>” has the meaning set forth in Section
\n6.05(a)(viii).<\/p>\n

“Responsible Officer<\/strong>” means, when used with respect to the
\nTrustee, any officer within the corporate trust department of the Trustee,
\nincluding any vice president, assistant vice president, assistant secretary,
\nassistant treasurer, trust officer or any other officer of the Trustee who
\ncustomarily performs functions similar to those performed by the Persons who at
\nthe time shall be such officers, respectively, or to whom any corporate trust
\nmatter is referred because of such person153s knowledge of and familiarity with
\nthe particular subject and who shall have direct responsibility for the
\nadministration of this Indenture.<\/p>\n

“Restricted Securities<\/strong>” shall have the meaning set forth in
\nSection 2.06(c).<\/p>\n

“Securities Act<\/strong>” means the Securities Act of 1933, as
\namended.<\/p>\n

“Settlement<\/strong>” has the meaning set forth in Section 6.03(c).\n<\/p>\n

“Special Interest Payment Date<\/strong>” has the meaning set forth in
\nSection 2.09(a).<\/p>\n

“Special Record Date<\/strong>” has the meaning set forth in Section
\n2.09(a).<\/p>\n

“Spin-off<\/strong>” has the meaning set forth in Section 6.05(a)(v).\n<\/p>\n

“Stated Maturity<\/strong>,” when used with respect to the Notes,
\nmeans October 15, 2018.<\/p>\n

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

“Subsidiary<\/strong>” means any corporation or other business entity
\nof which at least a majority of the outstanding stock or membership or other
\ninterest, as the case may be, having voting power under ordinary circumstances
\nto elect a majority of the board of directors, managers or other governing body
\nof such corporation or business entity or otherwise direct the business and
\naffairs of said corporation or business entity is at the<\/p>\n

10<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

time owned or controlled by the Company, or by the Company and one or more
\nSubsidiaries, or by any one or more Subsidiaries.<\/p>\n

“TIA<\/strong>” or “Trust Indenture Act<\/strong>” means the
\nTrust Indenture Act of 1939 (15 U.S.C. \u00a7 \u00a7 77aaa-77bbbb), as in effect from time
\nto time.<\/p>\n

“Trading Day<\/strong>” means a day during which trading in securities
\ngenerally occurs on The NASDAQ Global Select Market, or, if the Common Stock is
\nnot then traded on The NASDAQ Global Select Market, then on The New York Stock
\nExchange, The NASDAQ Global Market or another national or regional securities
\nexchange on which the Common Stock is then listed or, if the Common Stock is not
\nlisted on a national or regional securities exchange, on the principal other
\nmarket on which the Common Stock is then traded or quoted. If the Common Stock
\nis not so listed, traded or quoted, then “Trading Day” shall have the same
\nmeaning as “Business Day.”<\/p>\n

“transfer<\/strong>” shall have the meaning set forth in Section
\n2.06(c).<\/p>\n

“Trigger Event<\/strong>” has the meaning set forth in Section
\n6.05(a)(iv).<\/p>\n

“Trustee<\/strong>” means the Person identified as
\n“Trustee<\/strong>” in the first paragraph hereof and, subject to the
\nprovisions of Article VIII, shall also include any successor trustee.<\/p>\n

“Uniform Commercial Code<\/strong>” means the New York Uniform
\nCommercial Code as in effect from time to time in the State of New York.<\/p>\n

Section 1.02 . Incorporation by Reference of Trust Indenture Act.<\/em>\n<\/p>\n

This Indenture is subject to the mandatory provisions of the TIA, which are
\nincorporated by reference in and made a part of this Indenture. The following
\nTIA terms have the following meanings:<\/p>\n

“indenture securities<\/strong>” means the Notes.<\/p>\n

“indenture security holder<\/strong>” means a Holder.<\/p>\n

“indenture to be qualified<\/strong>” means this Indenture.<\/p>\n

“indenture trustee<\/strong>” or “institutional
\ntrustee<\/strong>” means the Trustee.<\/p>\n

“obligor<\/strong>” on the indenture securities means the Company and
\nany other obligor on the indenture securities.<\/p>\n

All other TIA terms used in this Indenture that are defined by the TIA,
\ndefined by the TIA by reference to another statute or defined by Commission rule
\nhave the meanings assigned to them by such definitions.<\/p>\n

11<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Section 1.03 . Rules of Construction. <\/em>Unless the context otherwise
\nrequires:<\/p>\n

(1) a term has the meaning assigned to it;<\/p>\n

(2) an accounting term not otherwise defined has the meaning assigned to it
\nin accordance with GAAP;<\/p>\n

(3) “or” is not exclusive;<\/p>\n

(4) words in the singular include the plural and words in the plural include
\nthe singular;<\/p>\n

(5) the principal amount of any non-interest bearing or other discount
\nsecurity at any date shall be the principal amount thereof that would be shown
\non a balance sheet of the issuer dated such date prepared in accordance with
\nGAAP;<\/p>\n

(6) the table of contents and headings of the Articles and Sections of this
\nIndenture have been inserted for convenience of reference only, are not intended
\nto be considered a part hereof and shall not modify or restrict any of the terms
\nor provisions hereof;<\/p>\n

(7) the words “herein,” “hereof” and “hereunder” and other words of similar
\nimport refer to this Indenture as a whole and not to any particular Article,
\nSection or other subdivision;<\/p>\n

(8) all references to “$” or “dollars” shall refer to the lawful currency of
\nthe United States of America;<\/p>\n

(9) the words “include,” “included” and “including” as used herein shall be
\ndeemed in each case to be followed by the phrase “without limitation,” if not
\nexpressly followed by such phrase or the phrase “but not limited to”;<\/p>\n

(10) references to sections of or rules under the Securities Act, the
\nExchange Act or the TIA shall be deemed to include substitute, replacement or
\nsuccessor sections or rules adopted by the Commission from time to time
\nthereunder;<\/p>\n

(11) any reference to a Section or Article refers to such Section or Article
\nof this Indenture unless otherwise indicated; and<\/p>\n

(12) all references to “interest” shall be deemed to include Additional
\nInterest, if any, payable pursuant to Section 2.10(a) or Section 7.01.<\/p>\n

12<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

ARTICLE 2
\nThe Notes<\/p>\n

Section 2.01 . Form, Dating and Terms.<\/em><\/p>\n

(a) The Notes shall be known and designated as 3.75% Convertible Senior Notes
\ndue 2018. Pursuant to the provisions of Article VI, the Notes shall be
\nconvertible into Common Stock. Subject to the terms of this Indenture the
\nCompany may, at its option, without consent from the Holders, issue Additional
\nNotes from time to time in the future with the same terms and the same CUSIP
\nnumber as the Initial Notes offered in an unlimited principal amount;
\nprovided <\/em>that such Additional Notes must be part of the same issue as
\nthe Initial Notes for U.S. federal income tax purposes. For all purposes under
\nthis Indenture, the term “Notes<\/strong>” shall include the Initial
\nNotes and any such Additional Notes issued after the date of this Indenture.\n<\/p>\n

Notes may be authenticated and delivered upon registration or transfer of, or
\nin lieu of, other Notes pursuant to Section 2.06, 2.07 or 10.08.<\/p>\n

The Notes may have notations, legends or endorsements required by law, stock
\nexchange rule or usage, in addition to those set forth on Exhibit A. The Company
\nand the Trustee shall approve the forms of the Notes and any notation,
\nendorsement or legend on them. Each Note shall be dated the date of its
\nauthentication. The terms of the Note set forth in Exhibit A are part of the
\nterms of this Indenture and, to the extent applicable, the Company and the
\nTrustee, by their execution and delivery of this Indenture, expressly agree to
\nbe bound by such terms.<\/p>\n

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

(b) The Notes shall be initially issued in the form of one or more permanent
\nGlobal Notes, without interest coupons, substantially in the form of Exhibit A.
\nSuch Global Notes shall be deposited on behalf of the purchasers of the Notes
\nrepresented<\/p>\n

13<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

thereby with the Notes Custodian for the Depositary for the accounts of
\nparticipants in the Depositary, duly executed by the Company and authenticated
\nby the Trustee as hereinafter provided. The aggregate principal amount of a
\nGlobal Note may from time to time be increased or decreased by adjustments made
\non the records of the Notes Custodian, as hereinafter provided.<\/p>\n

(c) The Notes shall be issuable only in fully registered form, without
\ncoupons, and only in denominations of $2,000 or in integral multiples of $1,000
\nin excess thereof.<\/p>\n

(d) Each Global Note shall bear the following legend:<\/p>\n

“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
\nHEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
\nCOMPANY, A NEW YORK CORPORATION (“DEPOSITARY”), OR A NOMINEE OF THE DEPOSITARY,
\nWHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE
\nOWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS
\nPRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR
\nITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
\nISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
\nREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS
\nMADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
\nREPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
\nVALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
\nOWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.<\/p>\n

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
\nNOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
\nTHE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
\nDEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
\nSUCCESSOR DEPOSITARY, AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
\nLIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
\nINDENTURE REFERRED TO ON THE REVERSE HEREOF.”<\/p>\n

(e) The following book-entry provisions shall apply to Global Notes deposited
\nwith the Notes Custodian:<\/p>\n

14<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(i) Each Global Note initially shall (x) be registered in the name of the
\nDepositary for such Global Note or the nominee of such Depositary and (y) be
\ndelivered to the Notes Custodian.<\/p>\n

(ii) Except as provided herein, members of, or participants in, the
\nDepositary (“Agent Members<\/strong>“) shall have no rights under this
\nIndenture with respect to any Global Note held on their behalf by the Depositary
\nor by the Notes Custodian or under such Global Note, and the Depositary may be
\ntreated by the Company, the Trustee, the Notes Custodian and any agent of the
\nCompany or the Trustee as the absolute owner of such Global Note for all
\npurposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
\nthe Company, the Trustee or any agent of the Company or the Trustee from giving
\neffect to any written certification, proxy or other authorization furnished by
\nthe Depositary or impair, as between the Depositary and its Agent Members, the
\noperation of customary practices of the Depositary governing the exercise of the
\nrights of a Beneficial Owner of an interest in any Global Note.<\/p>\n

(iii) The registered Holder of a Global Note may grant proxies and otherwise
\nauthorize any Person, including Agent Members and Persons that may hold
\ninterests through Agent Members, to take any action that a Holder is entitled to
\ntake under this Indenture or the Notes.<\/p>\n

(iv) In connection with the transfer of an entire Global Note to Beneficial
\nOwners pursuant to Section 2.01(f), such Global Note shall be deemed to be
\nsurrendered to the Trustee for cancellation, and the Company shall execute, and
\nthe Trustee shall authenticate and deliver, to each Beneficial Owner identified
\nby the Depositary in exchange for its beneficial interest in such Global Note,
\nan equal aggregate principal amount of Definitive Notes of authorized
\ndenominations. The definitive securities shall be printed, lithographed or
\nengraved or produced by any combination of these methods, if required by any
\nsecurities exchange on which the Notes may be listed, on a steel engraved border
\nor steel engraved borders or may be produced in any other manner permitted by
\nthe rules of any securities exchange on which the Notes may be listed, all as
\ndetermined by the officers executing such Notes, as evidenced by their execution
\nof such Notes.<\/p>\n

(v) Any Holder of a Global Note shall, by acceptance of such Global Note,
\nagree that transfers of beneficial interests in such Global Note may be effected
\nonly through a book-entry system maintained by (a) the Holder of such Global
\nNote (or its agent) or (b) any Holder of a beneficial interest in such Global
\nNote, and that ownership of a beneficial interest in such Global Note shall be
\nrequired to be reflected in a book entry.<\/p>\n

(f) Owners of beneficial interests in Global Notes will not be entitled to
\nreceive Definitive Notes; provided<\/em>, however<\/em>, Definitive Notes
\nshall be transferred to all<\/p>\n

15<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Beneficial Owners in exchange for their beneficial interests in a Global Note
\nif (i) the Depositary notifies the Company that it is unwilling or unable to
\ncontinue as depositary for such Global Note, (ii) the Depositary ceases to be a
\nclearing agency registered under the Exchange Act, at a time when the Depositary
\nis required to be so registered in order to act as Depositary, or (iii) an Event
\nof Default has occurred. The Company shall promptly deliver a copy of any notice
\nreferred to in the foregoing sentence to the Trustee.<\/p>\n

Section 2.02 . Execution and Authentication.<\/em><\/p>\n

An Officer shall sign the Notes for the Company by manual or facsimile
\nsignature. If an Officer whose signature is on a Note no longer holds that
\noffice at the time the Trustee authenticates the Note, the Note shall be valid
\nnevertheless.<\/p>\n

A Note shall not be valid until an authorized signatory of the Trustee
\nmanually authenticates the Note. The signature of the Trustee on a Note shall be
\nconclusive evidence that such Note has been duly and validly authenticated and
\nissued under this Indenture.<\/p>\n

The Trustee will, upon receipt of a written order of the Company signed by an
\nOfficer of the Company (a “Company Order<\/strong>“), authenticate Notes,
\nincluding any Additional Notes, in an unlimited aggregate principal amount,
\nsubject to the provisions of this Indenture. Each Company Order will specify the
\namount of Notes to be authenticated, the date on which the Notes are to be
\nauthenticated and, in the case of Additional Notes, the issue price of such
\nNotes.<\/p>\n

The Trustee may appoint an agent (the “Authenticating
\nAgent<\/strong>“) reasonably acceptable to the Company to authenticate the Notes.
\nUnless limited by the terms of such appointment, any such Authenticating Agent
\nmay authenticate Notes whenever the Trustee may do so. Each reference in this
\nIndenture to authentication by the Trustee includes authentication by such
\nAuthenticating Agent.<\/p>\n

In case the Company pursuant to Article 4 shall be consolidated or merged
\nwith or into any other Person or shall convey, transfer, lease or otherwise
\ndispose of its properties and assets substantially as an entirety to any Person,
\nand the successor Person resulting from such consolidation, or surviving such
\nmerger, or into which the Company shall have been merged, or the Person that
\nshall have received a conveyance, transfer, lease or other disposition as
\naforesaid, shall have executed an indenture supplemental hereto with the Trustee
\npursuant to Article 4, any of the Notes authenticated or delivered prior to such
\nconsolidation, merger, conveyance, transfer, lease or other disposition may,
\nfrom time to time, at the request of the successor Person, be exchanged for
\nother Notes executed in the name of the successor Person with such changes in
\nphraseology and form as may be appropriate, but otherwise in substance of like
\ntenor as the Notes surrendered for such exchange and of like principal amount;
\nand the Trustee, upon Company Order of the successor Person, shall authenticate
\nand deliver Notes as specified in such order for the purpose of such exchange.
\nIf Notes shall at any time be authenticated and delivered in<\/p>\n

16<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

any new name of a successor Person pursuant to this Section 2.02 in exchange
\nor substitution for or upon registration of transfer of any Notes, such
\nsuccessor Person, at the option of the Holders but without expense to them,
\nshall provide for the exchange of all Notes at the time Outstanding for Notes
\nauthenticated and delivered in such new name.<\/p>\n

Section 2.03 . Registrar, Conversion Agent and Paying Agent.<\/em><\/p>\n

The Trustee shall initially serve as the Registrar, Conversion Agent and
\nPaying Agent for the Notes. The Registrar, the Conversion Agent and the Paying
\nAgent shall each maintain an office or agency in the Borough of Manhattan, New
\nYork City. The Registrar shall keep a register of the Notes and of their
\ntransfer and exchange (the “Note Register<\/strong>“). The Company may
\nhave one or more co-registrars and one or more additional conversion agents and
\npaying agents. The term Paying Agent includes any additional paying agents, the
\nterm Conversion Agent includes any additional conversion agents and the term
\nRegistrar includes any co-registrar. The Company may appoint and change any
\nPaying Agent, Conversion Agent or Registrar without prior notice to any Holder.\n<\/p>\n

The Company shall enter into an appropriate agency agreement with any
\nRegistrar, Conversion Agent or Paying Agent not a party to this Indenture, which
\nshall incorporate the terms of the TIA. The agreement shall implement the
\nprovisions of this Indenture that relate to such agent. The Company shall notify
\nthe Trustee in writing of the name and address of each such agent. If the
\nCompany fails to maintain a Registrar, Conversion Agent or Paying Agent, the
\nTrustee shall act as such and shall be entitled to appropriate compensation
\ntherefor pursuant to Section 8.07. The Company or any of its domestically
\nincorporated Subsidiaries may act as Paying Agent, Conversion Agent or
\nRegistrar.<\/p>\n

The Company may remove any Registrar, Conversion Agent or Paying Agent upon
\nwritten notice to such Registrar, Conversion Agent or Paying Agent and to the
\nTrustee; provided<\/em>, however<\/em>, that no such removal shall become
\neffective until (i) acceptance of any appointment by a successor as evidenced by
\nan appropriate agreement entered into by the Company and such successor
\nRegistrar, Conversion Agent or Paying Agent, as the case may be, and such
\nagreement is delivered to the Trustee or (ii) notification to the Trustee that
\nthe Trustee shall serve as Registrar, Conversion Agent or Paying Agent until the
\nappointment of a successor in accordance with clause (i) above. The Registrar,
\nConversion Agent or Paying Agent may resign at any time upon written notice to
\nthe Company and the Trustee.<\/p>\n

Section 2.04 . Conversion Agent and Paying Agent to Hold Money and
\nSecurities in Trust.<\/em><\/p>\n

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

17<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

sufficient to make such payments or conversion when due. The Company shall
\nrequire each Paying Agent or Conversion Agent (other than the Trustee) to agree
\nin writing that such Paying Agent or Conversion Agent shall hold in trust for
\nthe benefit of Holders or the Trustee all money or property held by such Paying
\nAgent or Conversion Agent for the payment of principal of, interest on, and
\nother payments and conversion in respect of the Notes, and shall notify the
\nTrustee in writing of any default by the Company in making any such payment or
\nconversion. If the Company or a Subsidiary acts as Paying Agent or Conversion
\nAgent, it shall segregate the money or property held by it as Paying Agent or
\nConversion Agent and hold it as a separate trust fund for the benefit of the
\nHolders of the Notes. The Company at any time may require a Paying Agent or
\nConversion Agent (other than the Trustee) to pay all money or property held by
\nit to the Trustee and to account for any funds disbursed by such Paying Agent or
\nConversion Agent. Upon complying with this Section 2.04, the Paying Agent or
\nConversion Agent (if other than the Company or a Subsidiary) shall have no
\nfurther liability for the money or property delivered to the Trustee. Upon any
\nbankruptcy, reorganization or similar proceeding with respect to the Company,
\nthe Company and any of its Subsidiaries shall not serve as Paying Agent and
\nConversion Agent for the Notes.<\/p>\n

Section 2.05 . Holder Lists.<\/em><\/p>\n

The Trustee shall preserve in as current a form as is reasonably practicable
\nthe most recent list available to it of the names and addresses of Holders and
\nshall otherwise comply with TIA \u00a7 312(a). If the Trustee is not the Registrar or
\nto the extent otherwise required under the TIA, the Company, on its own behalf,
\nshall furnish to the Trustee, in writing at least seven Business Days before
\neach Interest Payment Date and at such other times as the Trustee may reasonably
\nrequest in writing within 15 days, a list in such form and as of such date as
\nthe Trustee may reasonably require of the names and addresses of Holders and the
\nCompany shall otherwise comply with TIA \u00a7 312(a).<\/p>\n

Section 2.06 . Transfer and Exchange; Restrictions on Transfer.<\/em><\/p>\n

(a) The Registrar shall retain copies of all letters, notices and other
\nwritten communications received pursuant to Section 2.01 or this Section 2.06
\nuntil the Notes have matured and been paid in full. The Company shall have the
\nright to inspect and make copies of all such letters, notices or other written
\ncommunications at any reasonable time during regular business hours upon the
\ngiving of reasonable prior written notice to the Registrar.<\/p>\n

(b) The following obligations with respect to transfers and exchanges of
\nNotes shall apply:<\/p>\n

(i) To permit registrations of transfers and exchanges, the Company shall,
\nsubject to the other terms and conditions of this Article II, execute and the
\nTrustee shall upon receipt of a Company Order, authenticate Definitive Notes and
\nGlobal Notes at the Registrar153s request.<\/p>\n

18<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(ii) No service charge shall be made to a Holder for any registration of
\ntransfer or exchange, but the Company may require payment of a sum sufficient to
\ncover any transfer tax, assessments or similar governmental charge payable in
\nconnection therewith (other than any such transfer taxes, assessments or similar
\ngovernmental charges payable upon exchange or transfer pursuant to Section
\n3.06).<\/p>\n

(iii) Except as provided herein, prior to the due presentation for
\nregistration of transfer of any Note, the Company, the Trustee, Paying Agent,
\nthe Conversion Agent or the Registrar may deem and treat the Person in whose
\nname a Note is registered as the absolute owner of such Note for the purpose of
\nreceiving payment of principal of and interest on such Note and for all other
\npurposes whatsoever, whether or not such Note is overdue, and none of the
\nCompany, the Trustee, the Paying Agent, the Conversion Agent or the Registrar
\nshall be affected by notice to the contrary.<\/p>\n

(iv) All Notes issued upon any transfer or exchange pursuant to the terms of
\nthis Indenture shall evidence the same debt and shall be entitled to the same
\nbenefits under this Indenture as the Notes surrendered upon such transfer or
\nexchange.<\/p>\n

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

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

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
\nEXEMPT FROM REGISTRATION UNDER THE<\/p>\n

19<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

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

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
\nTHIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I)
\nTO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
\nBUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
\nMEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO ANY OTHER EXEMPTION FROM
\nTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER
\nTHE SECURITIES ACT (IF AVAILABLE) SUBJECT TO THE ISSUER153S AND THE TRUSTEE153S
\nRIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO THIS CLAUSE (II) TO
\nREQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND\/OR OTHER
\nINFORMATION SATISFACTORY TO EACH OF THEM, (III) PURSUANT TO AN EFFECTIVE
\nREGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF
\nITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
\nAPPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
\nWILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER
\nOF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.\n<\/p>\n

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

(d) Until the 365th day following the original issuance of the Notes, any
\nstock certificate representing Common Stock issued upon conversion of any Note
\nshall bear a legend in substantially the following form, unless such Common
\nStock has been sold pursuant to a registration statement that has been declared
\neffective under the Securities Act (and which continues to be effective at the
\ntime of such transfer) or such Common<\/p>\n

20<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

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

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
\nEXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
\nAMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
\nOTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
\nEXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
\nSELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
\nSECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.<\/p>\n

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
\nTHIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I)
\nTO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
\nBUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
\nMEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO ANY OTHER EXEMPTION FROM
\nTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER
\nTHE SECURITIES ACT (IF AVAILABLE) SUBJECT TO THE ISSUER153S AND THE TRUSTEE153S
\nRIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO THIS CLAUSE (II) TO
\nREQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND\/OR OTHER
\nINFORMATION SATISFACTORY TO EACH OF THEM, (III) PURSUANT TO AN EFFECTIVE
\nREGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF
\nITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
\nAPPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
\nWILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER
\nOF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.\n<\/p>\n

Any such Common Stock as to which such restrictions on transfer shall have
\nexpired in accordance with their terms or as to which the conditions for removal
\nof the foregoing legend set forth therein have been satisfied may, upon
\nsurrender of the certificates representing such shares of Common Stock for
\nexchange in accordance with the procedures of the transfer agent for the Common
\nStock, be exchanged for a new<\/p>\n

21<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

certificate or certificates for a like number of shares of Common Stock,
\nwhich shall not bear the restrictive legend required by this Section 2.06(d).\n<\/p>\n

(e) Any Note, or Common Stock issued upon the conversion of a Note, that is
\nrepurchased or owned by the Company or any Affiliate thereof may not be resold
\nby the Company or such Affiliate unless registered under the Securities Act or
\nresold pursuant to an exemption from the registration requirements of the
\nSecurities Act in a transaction that results in such Notes or Common Stock, as
\nthe case may be, not constituting “restricted securities” within the meaning of
\nRule 144 under the Securities Act.<\/p>\n

Section 2.07 . Mutilated, Destroyed, Lost or Stolen Notes.<\/em><\/p>\n

If a mutilated Note is surrendered to the Registrar or if the Holder of a
\nNote claims that the Note has been lost, destroyed or wrongfully taken, subject
\nto compliance with the provisions of the next sentence of this Section 2.07, the
\nCompany shall issue and the Trustee, upon Company Order, shall authenticate a
\nreplacement Note if the requirements of Section 8-405 of the Uniform Commercial
\nCode are met such that the Holder (a) notifies the Company and the Trustee
\nwithin a reasonable time after such Holder has notice of such loss, destruction
\nor wrongful taking and the Registrar has not registered a transfer prior to
\nreceiving such notification, (b) makes such request to the Company prior to the
\nCompany having notice that the Note has been acquired by a protected purchaser
\nas defined in Section 8-303 of the Uniform Commercial Code (a
\n“protected purchaser<\/strong>“) and (c) satisfies any other reasonable
\nrequirements of the Company and the Trustee. Such Holder shall furnish an
\nindemnity bond sufficient in the judgment of the Company and the Trustee to
\nprotect the Company, the Trustee, the Paying Agent, the Conversion Agent and the
\nRegistrar from any loss which any of them may suffer if a Note is replaced. In
\nthe absence of notice to the Company, the Trustee, Paying Agent, Conversion
\nAgent or Registrar that such Note has been acquired by a protected purchaser,
\nthe Company shall execute and upon Company Order the Trustee shall authenticate
\nand deliver, in exchange for any such mutilated Note or in lieu of any such
\ndestroyed, lost or stolen Note, a new Note of like tenor and principal amount,
\nbearing a number not contemporaneously outstanding.<\/p>\n

In case any such mutilated, destroyed, lost or stolen Note has become due and
\npayable at the Stated Maturity or on a Fundamental Change Repurchase Date with
\nrespect to a repurchase upon a Fundamental Change, the Company in its
\ndiscretion, may instead of issuing a new Note, pay the amount due and payable
\nwith respect to such Note.<\/p>\n

Upon the issuance of any new Note under this Section, the Company may require
\nthe payment of a sum sufficient to cover any tax or other governmental charge
\nthat may be imposed in relation thereto and any other expenses (including
\nattorneys153 fees and expenses and the fees and expenses of the Trustee) in
\nconnection therewith.<\/p>\n

Every new Note issued pursuant to this Section in lieu of any mutilated,
\ndestroyed, lost or stolen Note shall constitute an original additional
\ncontractual obligation of the<\/p>\n

22<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Company and any other obligor upon the Notes, whether or not the mutilated,
\ndestroyed, lost or stolen Note shall be at any time enforceable by anyone, and
\nshall be entitled to all benefits of this Indenture equally and proportionately
\nwith any and all other Notes duly issued hereunder.<\/p>\n

The provisions of this Section are exclusive and shall preclude (to the
\nextent lawful) all other rights and remedies with respect to the replacement or
\npayment of mutilated, destroyed, lost or stolen Notes.<\/p>\n

Section 2.08 . Cancellation.<\/em><\/p>\n

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

At such time as all beneficial interests in a Global Note have either been
\nexchanged for Definitive Notes, transferred, paid, repurchased, converted or
\ncanceled, such Global Note shall be returned by the Depositary or the Notes
\nCustodian to the Trustee for cancellation or retained and canceled by the
\nTrustee. At any time prior to such cancellation, if any beneficial interest in a
\nGlobal Note is exchanged for Definitive Notes, transferred in exchange for an
\ninterest in another Global Note, paid, repurchased, converted or canceled, the
\nprincipal amount of Notes represented by such Global Note shall be reduced and
\nan adjustment shall be made on the Global Note and on the books and records of
\nthe Trustee (if it is then the Notes Custodian for such Global Note) with
\nrespect to such Global Note, by the Trustee or the Notes Custodian, to reflect
\nsuch reduction.<\/p>\n

Section 2.09 . Payment of Interest; Defaulted Interest.<\/em><\/p>\n

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

Any interest on any Note that is payable, but is not paid when the same
\nbecomes due and payable and such nonpayment continues for a period of 30 days
\nshall forthwith cease to be payable to the Holder on the Regular Record Date,
\nand such defaulted interest and (to the extent lawful) interest on such
\ndefaulted interest at the rate borne by the Notes<\/p>\n

23<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(such defaulted interest and interest thereon herein collectively called
\n“Defaulted Interest<\/strong>“) shall be paid by the Company, at its
\nelection, as provided in clause (a) or (b) below:<\/p>\n

(a) The Company may elect to make payment of any Defaulted Interest to the
\nPersons in whose names the Notes (or their respective predecessor Notes) are
\nregistered at the close of business on a Special Record Date (as defined below)
\nfor the payment of such Defaulted Interest, which shall be fixed in the
\nfollowing manner. The Company shall notify the Trustee in writing of the amount
\nof Defaulted Interest proposed to be paid on each Note and the date (not less
\nthan 30 days after such notice) of the proposed payment (the “Special
\nInterest Payment Date<\/strong>“), and the Company shall make arrangements
\nreasonably satisfactory to the Trustee to deposit with the Trustee an amount of
\nmoney equal to the aggregate amount proposed to be paid in respect of such
\nDefaulted Interest on or prior to the date of the proposed payment, such money
\nwhen deposited to be held in trust for the benefit of the Persons entitled to
\nsuch Defaulted Interest as in this clause provided. Thereupon the Trustee shall
\nfix a record date (the “Special Record Date<\/strong>“) for the payment
\nof such Defaulted Interest which shall be not more than 15 days and not less
\nthan 10 days prior to the Special Interest Payment Date and not less than 10
\ndays after the receipt by the Trustee of the notice of the proposed payment. The
\nTrustee shall promptly notify the Company of such Special Record Date, and in
\nthe name and at the expense of the Company, shall cause notice of the proposed
\npayment of such Defaulted Interest and the Special Record Date and Special
\nInterest Payment Date therefor, which notice shall be prepared by the Company
\nand shall be in a form reasonably acceptable to the Trustee, to be given in the
\nmanner provided for in Section 12.02, not less than 10 days prior to such
\nSpecial Record Date. Notice of the proposed payment of such Defaulted Interest
\nand the Special Record Date and Special Interest Payment Date therefor having
\nbeen so given, such Defaulted Interest shall be paid on the Special Interest
\nPayment Date to the Persons in whose names the Notes are registered at the close
\nof business on such Special Record Date and shall no longer be payable pursuant
\nto the following clause (b).<\/p>\n

(b) The Company may make payment of any Defaulted Interest in any other
\nlawful manner not inconsistent with the requirements of any securities exchange
\non which the Notes may be listed, and upon such notice as may be required by
\nsuch exchange, if, after notice given by the Company to the Trustee of the
\nproposed payment pursuant to this clause, such manner of payment shall be deemed
\npracticable by the Trustee.<\/p>\n

Subject to the foregoing provisions of this Section, each Note delivered
\nunder this Indenture upon registration of transfer of, or in exchange for, or in
\nlieu of any other Note shall carry the rights to interest accrued and unpaid
\nwhich were carried by such other Note.<\/p>\n

Section 2.10 . Additional Interest.<\/em><\/p>\n

24<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

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

(b) Additional Interest will be payable in arrears on each Interest Payment
\nDate following accrual in the same manner as regular interest on the Notes.<\/p>\n

(c) The Additional Interest that is payable in accordance with Section 2.10
\nshall be in addition to, and not in lieu of, any Additional Interest that may be
\npayable as a result of the Company153s election pursuant to Section 7.01.<\/p>\n

(d) If Additional Interest is payable by the Company pursuant to Section
\n2.10, the Company shall deliver to the Trustee an Officers153 Certificate to that
\neffect stating (i) the amount of such Additional Interest that is payable and
\n(ii) the date on which such Additional Interest is payable. Unless and until a
\nResponsible Officer of the Trustee receives at the Corporate Trust Office such a
\ncertificate, the Trustee may assume without inquiry that no such Additional
\nInterest is payable.<\/p>\n

Section 2.11 . Computation of Interest.<\/em><\/p>\n

Interest on the Notes shall be computed on the basis of a 360-day year
\ncomprised of twelve 30-day months.<\/p>\n

Section 2.12 . CUSIP Numbers.<\/em><\/p>\n

The Company in issuing the Notes and Common Stock upon conversion of the
\nNotes may use CUSIP numbers (if then generally in use). The Trustee shall not be
\nresponsible for the use of CUSIP numbers, and the Trustee makes no
\nrepresentation as to their correctness as printed on any Note, certificate of
\nCommon Stock or notice to Holders and that reliance may be placed only on the
\nother identification numbers printed on the Notes. The Company shall promptly
\nnotify the Trustee in writing of any change in the CUSIP numbers.<\/p>\n

25<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Section 2.13 . Calculations in Respect of the Notes.<\/em><\/p>\n

The Company shall be responsible for making all calculations called for under
\nthe Notes. These calculations include, but are not limited to, determinations of
\nthe Closing Sale Price of the Common Stock, any accrued interest payable on the
\nNotes and the Conversion Rate of the Notes. The Company shall make these
\ncalculations in good faith and, absent manifest error, such calculations will be
\nfinal and binding on Holders of the Notes. The Company shall provide to the
\nTrustee a schedule of its calculations, and the Trustee, subject to Sections
\n8.01 and 8.02, shall be entitled to rely upon the accuracy of such calculations
\nwithout independent verification. The Trustee shall forward the Company153s
\ncalculations to any Holder of the Notes upon the request of such Holder.<\/p>\n

ARTICLE 3
\nCovenants<\/p>\n

Section 3.01 . Payment of Notes.<\/em><\/p>\n

The Company will pay or cause to be paid the principal of and interest, if
\nany, on the Notes on the dates and in the manner provided in the Notes.
\nPrincipal and interest, if any, will be considered paid on the date due if the
\nPaying Agent, if other than the Company or a Subsidiary thereof, holds as of
\n10:00 a.m. (New York City time) on the due date money deposited by the Company
\nin immediately available funds and designated for and sufficient to pay all
\nprincipal and interest then due.<\/p>\n

The Company will pay interest on overdue principal at the then applicable
\ninterest rate on the Notes to the extent lawful; it will pay interest on overdue
\ninstallments of interest (without regard to any applicable grace period) at the
\nsame rate to the extent lawful.<\/p>\n

Section 3.02 . Maintenance of Office or Agency.<\/em><\/p>\n

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

The Company may also from time to time designate one or more other offices or
\nagencies where the Notes may be presented or surrendered for any or all such
\npurposes<\/p>\n

26<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

and may from time to time rescind such designations; provided<\/em>,
\nhowever<\/em>, that no such designation or rescission will in any manner
\nrelieve the Company of its obligation to maintain an office or agency in the
\nBorough of Manhattan, New York City, for such purposes. The Company will give
\nprompt written notice to the Trustee of any such designation or rescission and
\nof any change in the location of any such other office or agency.<\/p>\n

The Company hereby designates the Corporate Trust Office of the Trustee as
\none such office or agency of the Company.<\/p>\n

Section 3.03 . Compliance Certificate.<\/em><\/p>\n

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

The Company shall deliver to the Trustee, as soon as possible and in any
\nevent within five days after the Company becomes aware of the occurrence of any
\nDefault or Event of Default, an Officers153 Certificate setting forth the details
\nof such Default or Event of Default and the action that the Company is taking or
\nproposes to take with respect thereto.<\/p>\n

Section 3.04 . Reservation of Common Stock.<\/em><\/p>\n

The Company shall at all times reserve and keep available, free from
\npreemptive rights, out of its authorized but unissued Common Stock or shares
\nheld in treasury by the Company, for the purpose of effecting the conversion of
\nNotes, the full number of shares of Common Stock then issuable upon the
\nconversion of all Outstanding Notes.<\/p>\n

Section 3.05 . Issuance of Shares.<\/em><\/p>\n

All shares of Common Stock delivered upon conversion of the Notes shall be
\nnewly issued shares or shares held in treasury by the Company, shall have been
\nduly authorized and validly issued and shall be fully paid and nonassessable,
\nand shall be free from preemptive rights and free of any Lien or adverse claim.\n<\/p>\n

Section 3.06 . Transfer Taxes.<\/em><\/p>\n

If a Holder converts Notes for shares of Common Stock, the Company will pay
\nany and all documentary, stamp or similar issue or transfer tax due on the issue
\nof shares<\/p>\n

27<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

of Common Stock upon the conversion. The Company shall not, however, be
\nrequired to pay any tax or duty that may be payable in respect of any transfer
\ninvolved in the issue and delivery of shares of Common Stock in a name other
\nthan that of the Holder of the Note or Notes to be converted, and no such issue
\nor delivery shall be made unless and until the Person requesting such issue has
\npaid to the Company the amount of any such tax or duty, or has established to
\nthe satisfaction of the Company that such tax or duty has been paid.<\/p>\n

Section 3.07 . Reports.<\/em><\/p>\n

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

(b) In addition, if at any time the Company is not subject to the reporting
\nrequirements of Section 13 or 15(d) of the Exchange Act, the Company will
\nfurnish to Holders, Beneficial Owners and prospective purchasers of the Notes or
\nshares issuable upon conversion of the Notes, upon their request, the
\ninformation required to be delivered pursuant to Rule 144A(d)(4) under the
\nSecurities Act.<\/p>\n

ARTICLE 4
\nSuccessors<\/p>\n

Section 4.01 . Merger, Consolidation, or Sale of Assets.<\/em><\/p>\n

The Company shall not, directly or indirectly, consolidate with or merge into
\nany other Person in a transaction in which the Company is not the surviving
\ncorporation or convey, transfer or lease the properties and assets of the
\nCompany substantially as an entirety to any successor Person, unless:<\/p>\n

(a) the successor Person, if any, is:<\/p>\n

(i) a corporation organized and existing under the laws of the United States,
\nany state of the United States, or the District of Columbia, and<\/p>\n

28<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(ii) such Person assumes the Company153s obligations on the Notes and under
\nthis Indenture pursuant to agreements reasonably satisfactory in form and
\nsubstance to the Trustee;<\/p>\n

(b) immediately after giving effect to the transaction, no Default or Event
\nof Default will have occurred and be continuing; and<\/p>\n

(c) the Company shall have delivered to the Trustee an Officers153 Certificate
\nand an Opinion of Counsel, each stating that such consolidation, merger,
\nconveyance, transfer or lease and, if a supplemental indenture is required in
\nconnection with such transaction, such supplemental indenture, comply with this
\nArticle 4 and that all conditions precedent herein provided for relating to such
\ntransaction have been satisfied.<\/p>\n

Section 4.02. Successor Corporation Substituted.<\/em><\/p>\n

Upon any consolidation or merger, or any sale, assignment, transfer, lease,
\nconveyance or other disposition of all or substantially all of the properties or
\nassets of the Company in a transaction that is subject to, and that complies
\nwith the provisions of, Section 4.01 hereof, the successor Person formed by such
\nconsolidation with or into which the Company is merged or to which such sale,
\nassignment, transfer, lease, conveyance or other disposition is made shall
\nsucceed to, and be substituted for (so that from and after the date of such
\nconsolidation, merger, sale, assignment, transfer, lease, conveyance or other
\ndisposition, the provisions of this Indenture referring to the
\n“Company<\/strong>” shall refer instead to the successor Person and not
\nto the Company), and may exercise every right and power of the Company under
\nthis Indenture with the same effect as if such successor Person had been named
\nas the Company herein; and thereafter, except in the case of a lease, the
\nCompany shall be discharged from all obligations and covenants under this
\nIndenture and the Notes.<\/p>\n

ARTICLE 5
\n[Reserved]<\/p>\n

ARTICLE 6
\nConversion of Notes<\/p>\n

Section 6.01. Conversion Right and Conversion Rate.<\/em><\/p>\n

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

29<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

shares of Common Stock at the Conversion Rate, determined as hereinafter
\nprovided, in effect at the time of conversion.<\/p>\n

(b) If any Holder has submitted Notes for repurchase upon a Fundamental
\nChange in accordance with Article 11 hereof, such Notes submitted for repurchase
\nmay be converted only if such Holder withdraws the election for repurchase in
\naccordance with Section 11.07 hereof.<\/p>\n

(c) The rate at which shares of Common Stock shall be delivered upon
\nconversion (herein called the “Conversion Rate<\/strong>“) shall be
\ninitially 49.5872 shares of Common Stock for each $1,000 principal amount of
\nNotes. The Conversion Rate will be adjusted under the circumstances provided in
\nSection 6.05. All calculations under this Article shall be made to the nearest
\ncent or to the nearest 1\/10,000th of a share, as the case may be.<\/p>\n

Section 6.02. Conversion Consideration.<\/em><\/p>\n

(a) Upon surrendering any Notes for conversion, the Holder of such Notes
\nshall receive, in respect of each $1,000 principal amount of Notes, a number of
\nshares of Common Stock equal to the Conversion Rate in effect on the Conversion
\nDate plus <\/em>cash, if any, in payment of fractional shares.<\/p>\n

(b) When a Holder receives Common Stock upon conversion of Notes, such Holder
\nwill also receive any rights under any stockholder rights plan that the Company
\nmay adopt, whether or not the rights have separated from the Common Stock at the
\ntime of conversion unless, prior to conversion, the rights have expired,
\nterminated or been exchanged.<\/p>\n

Section 6.03. Exercise of Conversion Right.<\/em><\/p>\n

(a) In order to exercise the conversion right:<\/p>\n

(i) the Holder of any Definitive Note to be converted must: (i) complete and
\nmanually sign a notice of conversion substantially in the form of Exhibit B
\nhereto (the “Conversion Notice<\/strong>“); (ii) deliver the Conversion
\nNotice and the Definitive Note to the Conversion Agent; and (iii) if required by
\nthe Company, the Trustee or the Conversion Agent, furnish appropriate
\nendorsements and transfer documents; or<\/p>\n

(ii) the holder of beneficial interests in any Global Note to be converted
\nmust comply with the Applicable Procedures to cause the beneficial interests in
\nsuch Global Note to be delivered to the Conversion Agent,<\/p>\n

and in either case, the Holder of a Definitive Note or holder of beneficial
\ninterests in a Global Note will, if required, pay all transfer or similar taxes
\nthat the Company is not otherwise required to pay pursuant to Section 3.06
\nhereof and, if required pursuant to<\/p>\n

30<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Section 6.03(b) hereof, pay funds equal to the interest payable on the next
\nInterest Payment Date.<\/p>\n

The date on which a Holder of a Definitive Note or holder of a beneficial
\ninterest in a Global Note completes the requirements of this Section 6.03(a)
\nshall be deemed to be the date of conversion (the “Conversion
\nDate<\/strong>“) for purposes of this Article VI. On and after the Conversion
\nDate, the conversion by such Holder or holder, as set forth in the Conversion
\nNotice, shall become irrevocable.<\/p>\n

The Company shall deliver shares of Common Stock (and any cash in payment of
\nfractional shares) deliverable upon conversion to the Conversion Agent no later
\nthan the third Business Day following the Conversion Date.<\/p>\n

(b) Each Definitive Note surrendered (in whole or in part), or beneficial
\ninterest in any Global Note surrendered to the Conversion Agent, for conversion
\nduring a Record Date Period shall be accompanied by payment by the Holder in
\nsame-day funds or other funds acceptable to the Company of an amount equal to
\nthe interest payable on the applicable Interest Payment Date on the principal
\namount of such Note (or part thereof, as the case may be) being surrendered for
\nconversion; provided<\/em>, however<\/em>, that no such payment by the
\nHolder need be made (i) if the Company has specified a Make-whole Fundamental
\nChange Repurchase Date during such Record Date Period or on the corresponding
\nInterest Payment Date; (ii) with respect to any Notes surrendered for conversion
\nfollowing the Regular Record Date for the payment of interest immediately
\npreceding the Stated Maturity; or (iii) only to the extent of overdue interest,
\nif any overdue interest exists at the time of conversion with respect to such
\nNote.<\/p>\n

The interest payable by the Company on such Interest Payment Date with
\nrespect to any Note (or portion thereof, if applicable) that is surrendered for
\nconversion during a Record Date Period shall be paid to the Holder of such Note
\nas of such Regular Record Date in an amount equal to the interest that would
\nhave been payable on such Note if such Note had been converted as of the close
\nof business on the applicable Interest Payment Date.<\/p>\n

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

31<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(c) Notes shall be deemed to have been converted immediately prior to the
\nclose of business on the relevant Conversion Date, and at such time the rights
\nof the Holders of such Notes as Holders shall cease, and the Person or Persons
\nentitled to receive the shares of Common Stock issuable upon conversion shall be
\ntreated for all purposes as the record holder or holders of such Common Stock at
\nsuch time. Following any Conversion Date, the Company shall satisfy its
\nobligations with respect to such conversion by either:<\/p>\n

(i) delivering to the Trustee, for delivery to the Holder (or such other
\nPerson as may be named in the relevant Conversion Notice), certificates
\nrepresenting the number of shares of Common Stock issuable upon such conversion;
\nor<\/p>\n

(ii) delivering to such Holder (or such other Person as may be named in the
\nrelevant Conversion Notice) such number of shares of Common Stock issuable upon
\nsuch conversion in accordance with the Applicable Procedures,<\/p>\n

in each case, together with payment in cash, if any, as provided in Section
\n6.04 and Section 6.05(f) (such delivery of shares and cash payment, if any, the
\n“Settlement<\/strong>“); provided that <\/em>shares of Common Stock
\nonly will be deliverable in certificated form if the Holder exercising such
\nconversion has specifically requested in writing that delivery be in
\ncertificates.<\/p>\n

(d) In the case of any Note that is converted in part only, upon such
\nconversion the Company shall execute and, upon Company Order, the Trustee shall
\nauthenticate and deliver to the Holder thereof, at the expense of the Company, a
\nnew Note or Notes of authorized denominations in an aggregate principal amount
\nequal to the unconverted portion of the principal amount of such Note.<\/p>\n

Section 6.04. Fractions of Shares.<\/em><\/p>\n

No fractional shares of Common Stock shall be issued upon conversion of any
\nNote or Notes. If more than one Note shall be surrendered for conversion at one
\ntime by the same Holder, the number of full shares that shall be issuable upon
\nconversion thereof shall be computed on the basis of the aggregate principal
\namount of the Notes (or specified portions thereof) so surrendered. Instead of
\nany fractional share of Common Stock (calculated to the nearest 1\/10,000th of a
\nshare) that would otherwise be issuable upon conversion of any Note or Notes (or
\nspecified portions thereof), the Company shall calculate and pay a cash amount
\nequal to the product of such fraction of a share and the Closing Sale Price on
\nthe Trading Day immediately preceding the Conversion Date.<\/p>\n

Section 6.05. Adjustment of Conversion Rate.<\/em><\/p>\n

(a) The Conversion Rate shall be subject to adjustment, without duplication,
\nfrom time to time upon the occurrence of any of the following:<\/p>\n

32<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(i) Stock Dividends in Common Stock.<\/p>\n

In case the Company shall pay or make a dividend or other distribution on
\nshares of Common Stock, payable exclusively in shares of Common Stock, the
\nConversion Rate shall be increased by dividing the Conversion Rate in effect
\nimmediately prior to the opening of business on the day following the record
\ndate fixed for the determination of stockholders entitled to receive such
\ndividend or other distribution by an adjustment factor equal to a fraction:<\/p>\n

(A) the numerator of which shall be the number of shares of Common Stock
\noutstanding immediately prior to the opening of business on the day following
\nthe record date fixed for such determination; and<\/p>\n

(B) the denominator shall be the sum of such number of shares and the total
\nnumber of shares constituting such dividend or other distribution,<\/p>\n

such increase to become effective immediately after the opening of business
\non the day following the record date fixed for such determination. If, after any
\nsuch record date fixed for determination, any dividend or distribution is not in
\nfact paid, the Conversion Rate shall be immediately readjusted, effective as of
\nthe date the Company153s Board of Directors determines not to pay such dividend or
\ndistribution, to the Conversion Rate that would have been in effect if such
\ndetermination date had not been fixed. For the purposes of this clause (i), the
\nnumber of shares of Common Stock at any time outstanding shall not include
\nshares held in the treasury of the Company. The Company will not pay any
\ndividend or make any distribution on shares of Common Stock held in the treasury
\nof the Company.<\/p>\n

(ii) Issuance of Rights or Warrants.<\/p>\n

In case the Company shall issue to all or substantially all holders of its
\nCommon Stock rights or warrants that allow the holders to purchase or subscribe
\nfor shares of Common Stock for a period expiring within 60 days from the date of
\nissuance of the rights or warrants at a price per share less than the Current
\nMarket Price on the record date fixed for the determination of stockholders
\nentitled to receive such rights or warrants (other than (x) any rights or
\nwarrants that by their terms will also be issued to any Holder upon conversion
\nof a Note into shares of Common Stock without any action required by the Company
\nor any other Person or (y) any rights or warrants are distributed to
\nshareholders of the Company upon a merger or consolidation as set forth in
\nSection 6.08 hereof, and taking into consideration in determining the price per
\nshare any consideration received by the Company for such rights or warrants and
\nany amount payable on exercise or conversion thereof, with the value of such
\nconsideration, if other than cash, to be determined by the Company), then the
\nConversion Rate shall be increased by dividing the Conversion Rate in effect
\nimmediately prior to the opening of business on the day following the record
\ndate fixed for such determination by an adjustment factor equal to a fraction:\n<\/p>\n

33<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(A) the numerator of which shall be the number of shares of Common Stock
\noutstanding immediately prior to the opening of business on the day following
\nthe record date fixed for such determination plus <\/em>the number of shares
\nof Common Stock that the aggregate of the offering price of the total number of
\nshares of Common Stock so offered for subscription or purchase would purchase at
\nsuch Current Market Price; and<\/p>\n

(B) the denominator of which shall be the number of shares of Common Stock
\noutstanding immediately prior to the opening of business on the day following
\nthe record date fixed for such determination plus <\/em>the number of shares
\nof Common Stock so offered for subscription or purchase,<\/p>\n

such increase to become effective immediately after the opening of business
\non the day following the record date fixed for such determination. If, after any
\nsuch record date fixed for determination, any such rights or warrants are not in
\nfact issued, or are not exercised prior to the expiration thereof, the
\nConversion Rate shall be immediately readjusted, effective as of the date such
\nrights or warrants expire, or the date the Company153s Board of Directors
\ndetermines not to issue such rights or warrants, to the Conversion Rate that
\nwould have been in effect if the unexercised rights or warrants had never been
\ngranted or such determination date had not been fixed, as the case may be, and
\nas a result no additional shares are delivered or issued pursuant to such rights
\nor warrants. For the purposes of this clause (ii), the number of shares of
\nCommon Stock at any time outstanding shall not include shares held in the
\ntreasury of the Company. The Company will not issue any rights or warrants in
\nrespect of shares of Common Stock held in the treasury of the Company.<\/p>\n

(iii) Stock Splits and Combinations.<\/p>\n

(A) In case outstanding shares of Common Stock shall be subdivided or split
\ninto a greater number of shares of Common Stock, then the Conversion Rate in
\neffect immediately prior to the opening of business on the day following the day
\nupon which such subdivision or split becomes effective shall be proportionately
\nincreased; and (B) in case outstanding shares of Common Stock shall be combined
\nor reclassified into a smaller number of shares of Common Stock, then the
\nConversion Rate in effect immediately prior to the opening of business on the
\nday following the day upon which such combination or reclassification becomes
\neffective shall be proportionately reduced; in each case, such increase or
\nreduction, as the case may be, to become effective immediately after the opening
\nof business on the day following the day upon which such subdivision,
\ncombination or reclassification becomes effective.<\/p>\n

(iv) Distribution of Indebtedness, Securities or Assets.<\/p>\n

In case the Company shall distribute by dividend or otherwise to all or
\nsubstantially all holders of its Common Stock evidences of its indebtedness,
\nsecurities, assets or rights, options or warrants to purchase the Company153s
\nsecurities (provided that<\/em><\/p>\n

34<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

if these rights are only exercisable upon the occurrence of a specified
\ntriggering event or events (“Trigger Event<\/strong>“), then the
\nConversion Rate will not be adjusted until the Trigger Events occur, and any
\nshares of Common Stock delivered upon conversion of the Notes at any time
\nfollowing distribution of such rights but prior to the expiration thereof or the
\noccurrence of a Trigger Event shall be accompanied by a corresponding amount of
\nsuch rights or warrants), but excluding:<\/p>\n

(A) any dividends or distributions as to which an adjustment was effected
\npursuant to clause (i) of this Section 6.05(a);<\/p>\n

(B) any rights or warrants as to which an adjustment was effected pursuant to
\nclause (ii) of this Section 6.05(a); and<\/p>\n

(C) any dividends or distributions paid exclusively in cash described in
\nclause (vi) of this Section 6.05(a)<\/p>\n

(the “Distributed Assets<\/strong>“), then (other than in the case as
\ndescribed in clause (v) of this Section 6.05(a)) the Conversion Rate shall be
\nincreased so that the same shall equal the rate determined by multiplying the
\nConversion Rate in effect immediately prior to the opening of business on the
\nday following the record date fixed for the determination of stockholders
\nentitled to receive such distribution by an adjustment factor equal to a
\nfraction:<\/p>\n

(A) the numerator of which shall be the Current Market Price per share of
\nCommon Stock; and<\/p>\n

(B) the denominator of which shall be the Current Market Price per share of
\nCommon Stock on the record date fixed for such determination minus <\/em>the
\nFair Market Value, as determined by the Company153s Board of Directors, whose
\ndetermination in good faith shall be conclusive and described in a Board
\nResolution delivered to the Trustee and certified by the Secretary or an
\nAssistant Secretary of the Company, of the portion of those Distributed Assets
\napplicable to one share of Common Stock,<\/p>\n

such adjustment to become effective immediately after the opening of business
\non the day following the record date fixed for the determination of stockholders
\nentitled to receive such distribution. If after any such record date fixed for
\ndetermination, any such distribution is not in fact made, the Conversion Rate
\nshall be immediately readjusted, effective as of the date the Company153s Board of
\nDirectors determines not to make such distribution, to the Conversion Rate that
\nwould have been in effect if such determination date had not been fixed.<\/p>\n

Notwithstanding the foregoing, in cases where (A) the Fair Market Value per
\nshare of the Distributed Assets equals or exceeds the Current Market Price of
\nthe Common Stock, or (B) the Current Market Price of the Common Stock exceeds
\nthe Fair<\/p>\n

35<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

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

(v) Spin-Offs.<\/p>\n

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

(A) the numerator of which is the Current Market Price of the Common Stock,
\nplus <\/em>the average of the Closing Sale Prices of the Capital Stock or
\nsimilar Equity Interests distributed to holders of Common Stock applicable to
\none share of Common Stock over the ten consecutive Trading Days immediately
\nfollowing, and including, the ex-dividend date for the Spin-Off; and<\/p>\n

(B) the denominator of which is the Current Market Price of the Common Stock.\n<\/p>\n

The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(v)
\nshall be made after the opening of business on the day after the tenth Trading
\nDay from, and including, the effective date of the Spin-Off, but shall be given
\neffect as of immediately prior to the opening of business on the day following
\nthe record date fixed for the Spin-Off; provided that <\/em>the Company may
\ndelay delivery of any incremental shares of its Common Stock until the
\ninformation required for the calculation set forth in this Section 6.05(a)(v)
\nbecomes available, if it is not available at the time at which Settlement of a
\ngiven conversion is to occur.<\/p>\n

(vi) Cash Distributions.<\/p>\n

In case the Company shall pay a dividend or make a distribution consisting
\nexclusively of cash to all or substantially all holders of outstanding shares of
\nCommon Stock, then the Conversion Rate shall be increased so that the same shall
\nequal the rate determined by multiplying the Conversion Rate in effect
\nimmediately prior to the opening of business on the day immediately following
\nthe record date fixed for<\/p>\n

36<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

determination of the stockholders entitled to receive such distribution by an
\nadjustment factor equal to a fraction:<\/p>\n

(A) the numerator of which shall be equal to the Current Market Price; and\n<\/p>\n

(B) the denominator of which shall be equal to the Current Market Price
\nminus <\/em>the amount per share of such distribution,<\/p>\n

such adjustment to become effective immediately after the opening of business
\non the day immediately following the record date fixed for the determination of
\nstockholders entitled to receive such distribution.<\/p>\n

Notwithstanding the foregoing, in cases where (A) the per share amount of
\nsuch distribution equals or exceeds the Current Market Price of the Common
\nStock, or (B) the Current Market Price of the Common Stock exceeds the per share
\namount of such distribution by less than $1.00, in lieu of the adjustment set
\nforth in this Section 6.05(a)(vi), Holders will receive upon conversion, in
\naddition to shares of Common Stock, if any, such distribution such Holders would
\nhave received upon conversion of such Holders153 Notes if they had been converted
\nimmediately prior to the record date for such distribution.<\/p>\n

(vii) Tender or Exchange Offers.<\/p>\n

In case the Company or any Subsidiary shall make a payment in respect of a
\ntender offer or exchange offer for any portion of the Common Stock, in which
\nevent, to the extent the cash and value of any other consideration included in
\nthe payment per share of Common Stock exceeds the Closing Sale Price of the
\nCommon Stock on the Trading Day immediately following the last date on which
\ntenders or exchanges may be made pursuant to such tender offer or exchange offer
\n(the “Expiration Date<\/strong>“), as the case may be, then the
\nConversion Rate shall be adjusted so that the same shall equal the rate
\ndetermined by multiplying the Conversion Rate immediately prior to the opening
\nof business on the Trading Day following the Expiration Date by an adjustment
\nfactor equal to a fraction:<\/p>\n

(A) the numerator of which shall be equal to the sum of (a) the Fair Market
\nValue, as determined by the Board of Directors of the Company, whose
\ndetermination in good faith shall be conclusive and described in a Board
\nResolution delivered to the Trustee and certified by the Secretary of the
\nCompany, of the aggregate consideration payable for all shares of Common Stock
\npurchased by the Company in the tender or exchange offer and (b) the product of
\n(i) the number of shares of Common Stock outstanding less <\/em>any such
\npurchased shares and (ii) the Closing Sale Price of the Common Stock on the
\nTrading Day immediately following the Expiration Date; and<\/p>\n

37<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(B) the denominator of which shall be equal to the product of (a) the number
\nof shares of Common Stock outstanding, including any such purchased shares, and
\n(b) the Closing Sale Price of the Common Stock on the Trading Day immediately
\nfollowing the Expiration Date.<\/p>\n

The adjustment pursuant to this clause (vii) will become effective
\nimmediately after the opening of business on the second Trading Day following
\nthe Expiration Date.<\/p>\n

(viii) Repurchases.<\/p>\n

In case the Company or any of its Subsidiaries shall make a payment in
\nrespect of a repurchase of Common Stock the consideration for which exceeds the
\naverage of the Closing Sale Prices of the Common Stock for the five consecutive
\nTrading Days ending on the relevant repurchase date (such amount, the
\n“Repurchase Premium<\/strong>“), and that repurchase, together with any
\nother repurchases of Common Stock by the Company or any Subsidiary involving a
\nRepurchase Premium concluded within the preceding twelve months not triggering
\nan adjustment to the Conversion Rate, results in the payment by the Company of
\nan aggregate consideration exceeding an amount equal to 10% of the Market
\nCapitalization of the Common Stock, then the Conversion Rate shall be adjusted
\nso that the same shall equal the rate determined by multiplying the Conversion
\nRate immediately prior to the opening of business on the day immediately
\nfollowing the date of the repurchase triggering the adjustment by an adjustment
\nfactor equal to a fraction:<\/p>\n

(A) the numerator of which shall be equal to the Current Market Price of the
\nCommon Stock; and<\/p>\n

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

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

If a payment by the Company shall cause an adjustment to the Conversion Rate
\nunder both clause (vii) and clause (viii) of this Section 6.05(a), the
\nprovisions of Section 6.05(a)(viii) shall control.<\/p>\n

38<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii)
\nshall be made after the opening of business on the day after the fifth Trading
\nDay beginning on the Trading Day following the date of the repurchase triggering
\nthe adjustment, but shall be given effect as of the close of business on the
\ndate of the repurchase triggering the adjustment.<\/p>\n

If any distribution or transaction described in clauses (i) through (viii) of
\nthis Section 6.05(a) has not resulted in an adjustment to the Conversion Rate
\napplicable to conversion of a given Note but the shares of the Common Stock
\ndeliverable in respect of such conversion are not entitled to participate in the
\nrelevant distribution or transaction (because such shares were not held on a
\nrelated record date or otherwise), then the Company shall adjust the number of
\nshares that it will deliver in respect of such conversion to reflect the
\nrelevant distribution or transaction.<\/p>\n

If any provision of this Indenture requires the averaging or summation of
\nClosing Sale Prices (including in connection with determining a Current Market
\nPrice) or any functions thereof over a span of multiple days, the Company153s
\nBoard of Directors shall make appropriate adjustments to such Closing Sale
\nPrices or functions thereof or the Conversion Rate to account for any adjustment
\nto the Conversion Rate that becomes effective, or any event requiring an
\nadjustment to the Conversion Rate in which the ex-dividend date of the event
\noccurs, at any time during the period over which such average or summation is to
\nbe calculated.<\/p>\n

(b) Listing Standards Limitation<\/em>. Notwithstanding the above, certain
\nlisting standards of The NASDAQ Global Select Market may limit the amount by
\nwhich the Company may increase the Conversion Rate pursuant to the events
\ndescribed in Section 6.05(a)(ii), Section 6.05(a)(iv), Section 6.05(a)(v),
\nSection 6.05(a)(vi), Section 6.05(a)(vii) and Section 6.05(f). These standards
\ngenerally require the Company to obtain the approval of its stockholders before
\nentering into certain transactions that potentially result in the issuance of
\n20% or more of Common Stock outstanding at an effective price less than the
\ngreater of book or market value (determined in accordance with applicable
\nguidelines of The NASDAQ Global Select Market) unless the Company obtains
\nstockholder approval of issuances in excess of such limitations. The Company
\nwill not enter into any transaction, or take any other voluntary action, that
\nwould require an increase of the Conversion Rate resulting in the Notes becoming
\nconvertible into a number of shares of Common Stock in excess of any limitations
\nimposed by the continued listing standards of The NASDAQ Global Select Market,
\nwithout complying, if applicable, with the stockholder approval rules contained
\nin such listing standards. In accordance with such listing standards, the
\nprovisions of this paragraph will apply at any time when the Notes are
\nOutstanding, regardless of whether the Company then has a class of securities
\nlisted on The NASDAQ Global Select Market.<\/p>\n

(c) No Adjustment<\/em>. For the avoidance of doubt, except as provided
\nabove no adjustment in the Conversion Rate shall be required:<\/p>\n

39<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(i) upon the issuance of (A) any shares of Common Stock or (B) options,
\nwarrants or other rights to acquire Common Stock (including the issuance of
\nCommon Stock pursuant to such options, warrants or other rights), in any
\ntransaction resulting in an exchange for Fair Market Value, including in
\nconnection with a reduction of indebtedness or liabilities of the Company or its
\nSubsidiaries including, without limitation, upon the conversion of convertible
\nsecurities of the Company outstanding on the date the Notes were issued or
\npursuant to settlements with respect to claims related to any governmental or
\nprivate litigation, dispute, investigation, proceeding or other similar action;\n<\/p>\n

(ii) upon the issuance of any shares of Common Stock pursuant to any present
\nor future plan or similar arrangement providing for the reinvestment of
\ndividends or interest payable on the Company153s securities and the investment of
\nadditional optional amounts in shares of Common Stock under any such plan or
\narrangement;<\/p>\n

(iii) upon the issuance of any shares of Common Stock or options or rights to
\npurchase such shares pursuant to any present or future employee, director or
\nconsultant benefit plan or program or similar arrangement of, or assumed by, the
\nCompany or any of its Subsidiaries;<\/p>\n

(iv) upon the issuance of any shares of Common Stock pursuant to any option,
\nwarrant, right or exercisable, exchangeable or convertible security not
\ndescribed in clause (iii) of this Section 6.05(c) and outstanding as of the date
\nthe Notes were first issued;<\/p>\n

(v) for a change in the par value of the Common Stock; or<\/p>\n

(vi) for accrued and unpaid interest, if any.<\/p>\n

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

No adjustment will be made to the Conversion Rate or a Holder153s ability to
\nconvert the Notes if (i) such Holder otherwise participates (as a result of
\nholding Notes) in a transaction that would otherwise trigger an adjustment
\npursuant to Section 6.05(a) without converting; or (ii) upon conversion, such
\nHolder receives shares of Common<\/p>\n

40<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Stock entitled to participate in the transaction that would otherwise trigger
\nan adjustment as pursuant to Section 6.05(a).<\/p>\n

(d) Increase in Conversion Rate due to Taxes<\/em>. The Company may make
\nsuch increases in the Conversion Rate, for the remaining term of the Notes or
\nany shorter term, in addition to those required by clause (a) of this Section
\n6.05, as the Board of Directors of the Company considers to be advisable in
\norder to avoid or diminish any income tax to any holders of shares of Common
\nStock or rights to purchase Common Stock resulting from any dividend or
\ndistribution of stock or issuance of rights or warrants to purchase or subscribe
\nfor stock or from any event treated as such for income tax purposes.<\/p>\n

(e) Temporary Increase in Conversion Rate<\/em>. To the extent permitted
\nby applicable law and the rules of The NASDAQ Global Select Market and any other
\nsecurities exchange on which the Common Stock is then listed, the Company from
\ntime to time may increase the Conversion Rate by any amount for any period of
\ntime if the period is at least twenty (20) Business Days, the increase is
\nirrevocable during such period, and the Company153s Board of Directors shall have
\nmade a determination that such increase would be in the best interests of the
\nCompany, which determination shall be conclusive. Whenever the Conversion Rate
\nis increased pursuant to the preceding sentence, the Company shall give notice
\nof the increase to the Holders in the manner provided in Section 12.02, with a
\ncopy to the Trustee and Conversion Agent, at least fifteen (15) days prior to
\nthe date the increased Conversion Rate takes effect, and such notice shall state
\nthe increased Conversion Rate and the period during which it will be in effect.\n<\/p>\n

(f) Make-whole Fundamental Change Adjustment<\/em>. In case of a
\nMake-whole Fundamental Change, solely upon receipt by the Conversion Agent of
\nany Holder153s Conversion Notice on or after the Effective Date of the Make-whole
\nFundamental Change and prior to the 45th day following such Effective Date (or,
\nif earlier and to the extent applicable, the close of business on the second
\nBusiness Day immediately preceding the Fundamental Change Repurchase Date (as
\nspecified in the Fundamental Change Repurchase Right Notice)), the Company shall
\nincrease the Conversion Rate for the Notes surrendered for conversion by such
\nHolder by the number of Additional Shares determined in accordance with this
\nSection 6.05(f).<\/p>\n

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

41<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

transaction) and as a result of such transaction or transactions the Notes
\nbecome convertible solely into such Capital Stock and such other consideration
\nreceived in connection with such transaction or transactions. The number of
\nAdditional Shares will be determined by reference to the table below.<\/p>\n

The following table sets forth the number of Additional Shares issuable per
\n$1,000 initial principal amount of Notes as a result of a Make-whole Fundamental
\nChange that occurs in the corresponding period:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Stock Price ($)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Effective Date<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

$15.22<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

$20.00<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

$25.00<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

$30.00<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

$35.00<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

$40.00<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

$45.00<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

$50.00<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

$55.00<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

$60.00<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

$65.00<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

$75.00<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

$85.00<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

$100.00<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

October 18, 2010<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

16.11<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

10.40<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

7.35<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

5.56<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

4.38<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

3.54<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

2.92<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

2.43<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

2.05<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.73<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.47<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.07<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.78<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.48<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

October 15, 2011<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

16.11<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

10.01<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

6.95<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

5.21<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

4.09<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

3.31<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

2.72<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

2.27<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.92<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.62<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.38<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.01<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.74<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.45<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

October 15, 2012<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

16.11<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

9.56<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

6.47<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

4.79<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

3.74<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

3.02<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

2.49<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

2.08<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.76<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.49<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.27<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.93<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.68<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.42<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

October 15, 2013<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

16.11<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

9.04<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

5.90<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

4.28<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

3.32<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

2.67<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

2.21<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.85<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.56<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.33<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.14<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.84<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.61<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.38<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

October 15, 2014<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

16.11<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

8.37<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

5.19<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

3.66<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

2.81<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

2.26<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.87<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.57<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.33<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.14<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.98<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.72<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.53<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.33<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

October 15, 2015<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

16.11<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

7.49<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

4.28<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

2.91<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

2.21<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.78<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.47<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.24<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.06<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.91<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.78<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.58<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.43<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.27<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

October 15, 2016<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

16.11<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

6.30<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

3.14<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

2.02<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.52<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.23<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.03<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.87<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.75<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.64<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.56<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.42<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.31<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.19<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

October 15, 2017<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

16.11<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

4.50<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

1.64<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.99<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.77<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.63<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.53<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.46<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.39<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.34<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.29<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.22<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.17<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.10<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

October 15, 2018<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

16.11<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.48<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Stock Prices set forth in the first row of the table above shall be
\nadjusted as of any date on which the Conversion Rate of the Notes is adjusted in
\naccordance with Section 6.05 hereof. The adjusted Stock Prices shall equal the
\nStock Prices applicable immediately prior to such adjustment, multiplied by
\n<\/em>an adjustment factor equal to a fraction, the numerator of which is the
\nConversion Rate immediately prior to the adjustment giving rise to the Stock
\nPrice adjustment and the denominator of which is the Conversion Rate as so
\nadjusted. The number of Additional Shares shall be adjusted in the same manner
\nand for the same events as the Conversion Rate as set forth in Section 6.05
\nhereof.<\/p>\n<\/p>\n

The exact Stock Prices and Effective Dates may not be set forth on the table;
\nin which case, if:<\/p>\n<\/p>\n

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

(B) the Stock Price is more than $100.00 per share (subject to adjustment),
\nno further adjustment will be made to the Conversion Rate as a result of the
\nMake-whole Fundamental Change; and<\/p>\n<\/p>\n

(C) the Stock Price is less than $15.22 per share (subject to adjustment), no
\nfurther adjustment will be made to the Conversion Rate as a result of the
\nMake-whole Fundamental Change.<\/p>\n<\/p>\n

42<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Notwithstanding the foregoing, in no event shall the total number of shares
\nof Common Stock issuable upon conversion of a Note exceed 65.6972 per $1,000
\nprincipal amount of the Notes, after giving effect to the increase in the
\nConversion Rate as set forth in Section 6.05(f) hereof, subject to the same
\nadjustments as set forth in Section 6.05(a) hereof.<\/p>\n<\/p>\n

Section 6.06. Notice of Adjustments of Conversion Rate.<\/em><\/p>\n<\/p>\n

Whenever the Conversion Rate is adjusted pursuant to Section 6.05 hereof:\n<\/p>\n<\/p>\n

(a) the Company shall compute the adjusted Conversion Rate in accordance with
\nSection 6.05 hereof and shall prepare an Officer153s Certificate setting forth (1)
\nthe adjusted Conversion Rate, (2) the clause of Section 6.05 pursuant to which
\nsuch adjustment has been made, showing in reasonable detail the facts upon which
\nsuch adjustment is based, (3) the calculation of such adjustment and (4) the
\ndate as of which such adjustment is effective, and such certificate shall
\npromptly be delivered to the Trustee and each Conversion Agent (which such
\ncertificates shall be conclusive absent manifest error); and<\/p>\n<\/p>\n

(b) upon each such adjustment, a notice stating that the Conversion Rate has
\nbeen adjusted and setting forth the adjusted Conversion Rate shall be required,
\nand as soon as practicable after it is required, such notice shall be provided
\nby the Company to all Holders in accordance with Section 12.02.<\/p>\n<\/p>\n

Neither the Trustee nor any Conversion Agent shall be under any duty or
\nresponsibility with respect to any such certificate or the information and
\ncalculations contained therein, except to exhibit the same to any Holder of
\nNotes desiring inspection thereof at its office during normal business hours.\n<\/p>\n<\/p>\n

Section 6.07. Cancellation of Converted Notes.<\/em><\/p>\n<\/p>\n

All Definitive Notes delivered for conversion shall be delivered to the
\nConversion Agent or its agent to be canceled by or at the direction of the
\nTrustee, which shall dispose of the same as provided in this Indenture. Upon
\nconversions of beneficial interests in any Global Note, the Trustee or the Notes
\nCustodian, at the direction of the Trustee, shall reduce the aggregate principal
\namount of Outstanding Notes represented by such Global Note to reflect the
\nconversion pursuant to Section 2.01(b).<\/p>\n<\/p>\n

Section 6.08. Provision in Case of Consolidation, Merger or Sale of
\nAssets.<\/em><\/p>\n<\/p>\n

In the event of (i) any reclassification of the Common Stock (other than
\nchanges resulting from a subdivision or combination); (ii) any consolidation,
\nmerger or binding share exchange involving the Company; or (iii) any sale,
\nassignment, conveyance, transfer, lease or other disposition to another Person
\nof the Company153s property and assets as an entirety or substantially as an
\nentirety; provided <\/em>that in each case, holders of<\/p>\n<\/p>\n

43<\/p>\n<\/p>\n<\/p>\n<\/p>\n

the Common Stock are entitled to receive cash, securities or other property
\nfor such holders153 shares of Common Stock (the “Reference
\nProperty<\/strong>“), the Company or the successor or the purchasing Person, as
\nthe case may be, shall execute and deliver to the Trustee a supplemental
\nindenture providing that the Holder of each Note then Outstanding shall have the
\nright thereafter, during the period such Note shall be convertible as specified
\nin Section 6.01 to convert such Note only into the kind and amount of Reference
\nProperty that a holder of a number of shares of Common Stock equal to the
\nConversion Rate immediately prior to such transaction would have owned or been
\nentitled to receive upon such transaction. For purposes of this Section 6.08,
\nthe kind and amount of consideration that a Holder would have been entitled to
\nreceive as a holder of the Common Stock in the case of reclassifications,
\nconsolidations, mergers, binding share exchanges, sales, assignments,
\nconveyances, transfers, leases or other dispositions that cause the Common Stock
\nto be converted into the right to receive more than a single type of
\nconsideration (determined based in part upon any form of stockholder election)
\nwill be deemed to be the weighted average of the kind and amount of
\nconsideration received by the holders of the Common Stock that affirmatively
\nmake such an election. The above provisions of this Section 6.08 shall similarly
\napply to successive reclassifications, consolidations, mergers, share exchanges,
\nsales, assignments, conveyances, transfers, leases or other dispositions. Notice
\nof the execution of such a supplemental indenture shall be given by the Company
\nto the Holder of each Note as provided in Section 12.02 promptly upon such
\nexecution. If the Notes become convertible into Reference Property, the Company
\nshall notify the Trustee, issue a press release containing the relevant
\ninformation and make the press release available on the Company153s website.<\/p>\n<\/p>\n

Neither the Trustee nor any Conversion Agent shall be under any
\nresponsibility to determine the correctness of any provisions contained in any
\nsuch supplemental indenture relating either to the kind or amount of shares of
\nstock or other securities or property or cash receivable by Holders of Notes
\nupon the conversion of their Notes after any such consolidation, merger,
\nconveyance, transfer, sale or lease or to any such adjustment, but may accept as
\nconclusive evidence of the correctness of any such provisions, and shall be
\nprotected in relying upon, an Officers153 Certificate and an Opinion of Counsel
\nwith respect thereto, which the Company shall cause to be furnished to the
\nTrustee.<\/p>\n<\/p>\n

Section 6.09. Rights Issued in Respect of Common Stock.<\/em><\/p>\n<\/p>\n

Rights or warrants distributed by the Company to all holders of Common Stock
\nentitling the holders thereof to subscribe for or purchase shares of the
\nCompany153s Capital Stock (either initially or under certain circumstances), which
\nrights or warrants, until the occurrence of a Trigger Event:<\/p>\n<\/p>\n

(a) are deemed to be transferred with such shares of Common Stock;<\/p>\n<\/p>\n

(b) are not exercisable; and<\/p>\n<\/p>\n

44<\/p>\n<\/p>\n<\/p>\n<\/p>\n

(c) are also issued in respect of future issuances of Common Stock,<\/p>\n<\/p>\n

shall not be deemed distributed for purposes of Section 6.05(a) until the
\noccurrence of the earliest Trigger Event. In addition, in the event of any
\ndistribution of rights or warrants, or any Trigger Event with respect thereto,
\nthat shall have resulted in an adjustment to the Conversion Rate under Section
\n6.05(a), (A) in the case of any such rights or warrants that shall all have been
\nredeemed or repurchased without exercise by any holders thereof, the Conversion
\nRate shall be readjusted upon such final redemption or repurchase to give effect
\nto such distribution or Trigger Event, as the case may be, as though it were a
\ncash distribution, equal to the per share redemption or repurchase price
\nreceived by a holder of Common Stock with respect to such rights or warrants
\n(assuming such holder had retained such rights or warrants), made to all holders
\nof Common Stock as of the date of such redemption or repurchase, and (B) in the
\ncase of any such rights or warrants all of which shall have expired without
\nexercise by any holder thereof, the Conversion Rate shall be readjusted as if
\nsuch issuance had not occurred.<\/p>\n<\/p>\n

Section 6.10. Responsibility of Trustee and Conversion Agent for
\nConversion Provisions.<\/em><\/p>\n<\/p>\n

The Trustee and any Conversion Agent shall not at any time be under any duty
\nor responsibility to any Holder of Notes to determine whether any facts exist
\nwhich may require any adjustment of the Conversion Rate, or with respect to the
\nnature or extent of any such adjustment when made, or with respect to the method
\nemployed, herein or in any supplemental indenture provided to be employed, in
\nmaking the same, or whether a supplemental indenture need be entered into.
\nNeither the Trustee nor any Conversion Agent shall be accountable with respect
\nto the validity or value (or the kind or amount) of any Common Stock, or of any
\nother securities or property or cash, which may at any time be issued or
\ndelivered upon the conversion of any Note; and it or they do not make any
\nrepresentation with respect thereto. Neither the Trustee nor any Conversion
\nAgent shall be responsible for any failure of the Company to make or calculate
\nany cash payment or to issue, transfer or deliver any shares of Common Stock or
\nshare certificates or other securities or property or cash upon the surrender of
\nany Note for the purpose of conversion; and the Trustee and any Conversion Agent
\nshall not be responsible for any failure of the Company to comply with any of
\nthe covenants of the Company contained in this Article 6.<\/p>\n<\/p>\n

ARTICLE 7
\nDefaults and Remedies<\/p>\n<\/p>\n

Section 7.01. Events of Default.<\/em><\/p>\n<\/p>\n

Each of the following is an “Event of Default<\/strong>“:<\/p>\n<\/p>\n

45<\/p>\n<\/p>\n<\/p>\n<\/p>\n

(i) a default in the payment of any installment of interest upon any of the
\nNotes as and when the same shall become due and payable, and continuance of such
\ndefault for a period of 30 days;<\/p>\n<\/p>\n

(ii) a default in the payment of all or any part of the principal of any of
\nthe Notes as and when the same shall become due and payable at Stated Maturity;\n<\/p>\n<\/p>\n

(iii) a default on the part of the Company in the performance, or breach by
\nthe Company, of any other covenant or agreement on the part of the Company set
\nforth in, or deemed to be incorporated by reference to the Trust Indenture Act
\ninto, the Notes or in this Indenture (other than a covenant or agreement in
\nrespect of which a default or breach by the Company is specifically dealt with
\nin this Section 7.01), and continuance of such default or breach without cure or
\nwaiver for a period of 90 days after there has been given, by registered or
\ncertified mail, to the Company by the Trustee, or to the Company and the Trustee
\nby the Holders of at least 25% in principal amount of the Notes at the time
\nOutstanding, a written notice specifying such failure and requiring the same to
\nbe remedied;<\/p>\n<\/p>\n

(iv) the Company fails to pay the Fundamental Change Repurchase Price of any
\nNote when due (including, without limitation, on any Fundamental Change
\nRepurchase Date);<\/p>\n<\/p>\n

(v) the Company fails to deliver shares of Common Stock and cash, if any, in
\npayment of fractional shares upon conversion of Notes within the time period
\nrequired by this Indenture;<\/p>\n<\/p>\n

(vi) the Company fails to timely provide the Fundamental Change Repurchase
\nRight Notice, if required by this Indenture, if such failure continues for 30
\ndays after notice to the Company of its failure to do so;<\/p>\n<\/p>\n

(vii) any indebtedness for money borrowed by the Company or any of its
\nSubsidiaries (all or substantially all of the outstanding voting securities of
\nwhich are owned, directly, or indirectly, by the Company) in an aggregate
\noutstanding principal amount in excess of $25.0 million is not paid at final
\nmaturity or upon acceleration and such indebtedness is not discharged, or such
\nacceleration is not cured or rescinded, within 10 days after written notice
\nspecifying such failure and requiring the same to be remedied;<\/p>\n<\/p>\n

(viii) a failure by the Company or any of its Subsidiaries (all or
\nsubstantially all of the outstanding voting securities of which are owned,
\ndirectly, or indirectly, by the Company) to pay final and non-appealable
\njudgments entered by a court or courts of competent jurisdiction, the aggregate
\nuninsured or unbonded portion of which is at least $25.0 million, if the
\njudgments are not paid, discharged or stayed within 60 days;<\/p>\n<\/p>\n

46<\/p>\n<\/p>\n<\/p>\n<\/p>\n

(ix) the Company or any of its Subsidiaries pursuant to or within the meaning
\nof Bankruptcy Law:<\/p>\n<\/p>\n

(A) commences a voluntary case,<\/p>\n<\/p>\n

(B) consents to the entry of an order for relief against it in an involuntary
\ncase,<\/p>\n<\/p>\n

(C) consents to the appointment of a custodian of it or for all or
\nsubstantially all of its property, or<\/p>\n<\/p>\n

(D) makes a general assignment for the benefit of its creditors; and<\/p>\n<\/p>\n

(x) a court of competent jurisdiction enters an order or decree under any
\nBankruptcy Law that:<\/p>\n<\/p>\n

(A) is for relief against the Company or any of its Subsidiaries in an
\ninvoluntary case;<\/p>\n<\/p>\n

(B) appoints a custodian of the Company or any of its Subsidiaries or for all
\nor substantially all of the property of the Company or any of its Subsidiaries;
\nor<\/p>\n<\/p>\n

(C) orders the liquidation of the Company or any of its Subsidiaries<\/p>\n<\/p>\n

and the order or decree remains unstayed and in effect for 60 consecutive
\ndays.<\/p>\n<\/p>\n

Notwithstanding the foregoing, in addition to any Additional Interest as set
\nforth in Section 2.10, at the election of the Company, the sole remedy for an
\nEvent of Default specified in Section 7.01(iii) relating to (x) any failure by
\nthe Company to comply with its reporting obligations to the Trustee and the
\nCommission as set forth in Section 3.07 or (y) any failure by the Company to
\ncomply with the requirements of Section 314(a)(1) of the TIA (each, a
\n“Reporting Default<\/strong>“) shall, for the first 90 days after the
\noccurrence of such Reporting Default, consist exclusively of the right to
\nreceive Additional Interest on the Notes at an annual rate equal to 0.25% of the
\nprincipal amount of the Notes. In the event that the Company does not elect to
\npay the Additional Interest upon a Reporting Default in accordance with this
\nparagraph, the Notes will be subject to acceleration as provided herein.<\/p>\n<\/p>\n

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

47<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Interest will cease to accrue and shall become due and payable and, if such
\nReporting Default has not been cured or waived pursuant to Section 7.04 prior to
\nsuch 90th day, then the Trustee or the Holders of not less than 25% in principal
\namount of the Notes may declare the principal of and accrued and unpaid interest
\non all such Notes to be due and payable immediately. This provision shall not
\naffect the rights of Holders in the event of the occurrence of any other Event
\nof Default.<\/p>\n<\/p>\n

If the Company elects to pay the Additional Interest in accordance with this
\nSection 7.01, the Company shall notify, in the manner provided for in Section
\n12.02, the Holders and the Trustee of such election at any time on or before the
\nclose of business on the date on which such Reporting Default first occurs. If
\nthe Additional Interest is payable under this Section 7.01, the Company shall
\ndeliver to the Trustee an Officers153 Certificate to that effect stating the date
\non which the Additional Interest is payable. Unless and until a Responsible
\nOfficer receives at the Corporate Trust Office such a certificate, the Trustee
\nmay assume without inquiry that no Additional Interest is payable. If the
\nAdditional Interest has been paid by the Company directly to the Persons
\nentitled to such fee, the Company shall deliver to the Trustee an Officer153s
\nCertificate setting forth the particulars of such payment.<\/p>\n<\/p>\n

Section 7.02. Acceleration.<\/em><\/p>\n<\/p>\n

(a) In the case of an Event of Default specified in clause (ix) or (x) of
\nSection 7.01 hereof with respect to the Company, all Outstanding Notes will
\nbecome due and payable immediately without further action or notice by the
\nTrustee or any Holder. Subject to Section 7.01, if any other Event of Default
\noccurs and is continuing, the Trustee or the Holders of at least 25% in
\naggregate principal amount of the then Outstanding Notes may declare all the
\nNotes to be due and payable immediately. Upon any such declaration, the Notes
\nshall become due and payable immediately.<\/p>\n<\/p>\n

(b) Notwithstanding the foregoing, if an Event of Default specified in clause
\n(vii) of Section 7.01 occurs resulting in a declaration of acceleration of the
\nNotes, such declaration of acceleration shall be automatically annulled if such
\nEvent of Default triggering such declaration of acceleration pursuant to clause
\n(vii) of Section 7.01 shall have been remedied or cured by the Company or any of
\nits Subsidiaries or waived by the holders of the relevant indebtedness within 60
\ndays of the declaration of acceleration with respect thereto and if (i) the
\nannulment of the acceleration of the Notes would not conflict with any judgment
\nor decree of a court of competent jurisdiction and (ii) all existing Events of
\nDefault, except nonpayment of principal or interest on the Notes or nonpayment
\nof the conversion obligation set forth in Section 6.02, in either case that
\nbecame due and payable solely because of the acceleration of the Notes, have
\nbeen cured or waived.<\/p>\n<\/p>\n

(c) At any time after a declaration of acceleration with respect to the Notes
\nas described in this Section 7.02, the Holders of a majority in aggregate
\nprincipal amount of the Outstanding Notes may rescind and cancel such
\ndeclaration and its consequences: (i)<\/p>\n<\/p>\n

48<\/p>\n<\/p>\n<\/p>\n<\/p>\n

if the rescission would not conflict with any judgment or decree of a court
\nof competent jurisdiction; (ii) if all existing Events of Default have been
\ncured or waived except nonpayment of principal or interest and nonpayment of the
\nconversion obligation set forth in Section 6.02 that has become due solely
\nbecause of the acceleration; (iii) to the extent the payment of such interest is
\nlawful, interest on overdue installments of interest and overdue principal,
\nwhich has become due otherwise than by such declaration of acceleration, has
\nbeen paid; and (iv) if the Company has paid the Trustee its reasonable
\ncompensation and reimbursed the Trustee for its expenses, disbursements and
\nadvances (including, but not limited to, reasonable attorneys153 fees and
\nexpenses). No such rescission shall affect any subsequent Default or impair any
\nright consequent thereto.<\/p>\n<\/p>\n

Section 7.03. Other Remedies.<\/em><\/p>\n<\/p>\n

If an Event of Default occurs and is continuing, the Trustee may pursue any
\navailable remedy to collect the payment of principal and interest on the Notes
\nor to enforce the performance of any provision of the Notes or this Indenture.\n<\/p>\n<\/p>\n

The Trustee may maintain a proceeding even if it does not possess any of the
\nNotes or does not produce any of them in the proceeding. A delay or omission by
\nthe Trustee or any Holder of a Note in exercising any right or remedy accruing
\nupon an Event of Default shall not impair the right or remedy or constitute a
\nwaiver of or acquiescence in the Event of Default. All remedies are cumulative
\nto the extent permitted by law.<\/p>\n<\/p>\n

Section 7.04. Waiver of Past Defaults.<\/em><\/p>\n<\/p>\n

Holders of not less than a majority in aggregate principal amount of the then
\nOutstanding Notes by notice to the Trustee may on behalf of the Holders of all
\nof the Notes waive an existing Default and its consequences hereunder, except a
\ncontinuing Default in:<\/p>\n<\/p>\n

(a) the payment of the principal of, or interest on, the Notes (including in
\nconnection with an offer to purchase); provided<\/em>, however<\/em>, that
\nthe Holders of a majority in aggregate principal amount of the then Outstanding
\nNotes may rescind an acceleration and its consequences, including any related
\npayment default that resulted from such acceleration, in accordance with Section
\n7.02;<\/p>\n<\/p>\n

(b) the conversion of any Note into shares of Common Stock or cash, if any,
\nin payment of fractional shares in accordance with the provisions of such Note
\nand this Indenture; or<\/p>\n<\/p>\n

(c) compliance with any of the provisions of this Indenture that would
\nrequire the consent of the Holder of each Outstanding Note affected thereby.\n<\/p>\n<\/p>\n

49<\/p>\n<\/p>\n<\/p>\n<\/p>\n

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

Section 7.05. Control by Majority.<\/em><\/p>\n<\/p>\n

Holders of a majority in aggregate principal amount of the then Outstanding
\nNotes may direct the time, method and place of conducting any proceeding for
\nexercising any remedy available to the Trustee or exercising any trust or power
\nconferred on it. However, the Trustee may refuse to follow any direction that
\nconflicts with law or this Indenture that the Trustee determines may be unduly
\nprejudicial to the rights of other Holders of Notes or that may involve the
\nTrustee in personal liability.<\/p>\n<\/p>\n

Section 7.06. Limitation on Suits.<\/em><\/p>\n<\/p>\n

A Holder may pursue a remedy with respect to this Indenture or the Notes only
\nif:<\/p>\n<\/p>\n

(a) such Holder gives to the Trustee written notice that an Event of Default
\nis continuing;<\/p>\n<\/p>\n

(b) Holders of at least 25% in aggregate principal amount of the then
\nOutstanding Notes make a written request to the Trustee to pursue the remedy as
\nTrustee;<\/p>\n<\/p>\n

(c) such Holder or Holders offer and, if requested, provide to the Trustee
\nsecurity or indemnity reasonably satisfactory to the Trustee against any loss,
\nliability or expense;<\/p>\n<\/p>\n

(d) the Trustee does not comply with the request within 60 days after receipt
\nof the request and the offer of security or indemnity; and<\/p>\n<\/p>\n

(e) during such 60-day period, Holders of a majority in aggregate principal
\namount of the then Outstanding Notes do not give the Trustee a direction
\ninconsistent with such request.<\/p>\n<\/p>\n

A Holder of a Note may not use this Indenture to prejudice the rights of
\nanother Holder of a Note or to obtain a preference or priority over another
\nHolder of a Note.<\/p>\n<\/p>\n

Section 7.07. Rights of Holders of Notes to Receive Payment or Effect
\nConversion.<\/em><\/p>\n<\/p>\n

Notwithstanding any other provision of this Indenture, the right of any
\nHolder of a Note to receive payment of principal and interest on the Note, on or
\nafter the respective due dates expressed in the Note (including in connection
\nwith an offer to purchase), or to bring suit for the enforcement of any such
\npayment on or after such respective dates or<\/p>\n<\/p>\n

50<\/p>\n<\/p>\n<\/p>\n<\/p>\n

the right to convert Notes in accordance with Article VI of this Indenture,
\nshall not be impaired or affected without the consent of such Holder.<\/p>\n<\/p>\n

Section 7.08. Collection Suit by Trustee.<\/em><\/p>\n<\/p>\n

If an Event of Default specified in Section 7.01(i) or (ii) hereof occurs and
\nis continuing, the Trustee is authorized to recover judgment in its own name and
\nas trustee of an express trust against the Company, and to enforce such judgment
\nand collect the moneys adjudicated or decreed to be payable, for the whole
\namount of principal of and interest remaining unpaid on the Notes, interest on
\noverdue principal and, to the extent lawful, interest and such further amount as
\nshall be sufficient to cover the costs and expenses of collection, including the
\nreasonable compensation, expenses, disbursements and advances of the Trustee,
\nits agents and counsel.<\/p>\n<\/p>\n

Section 7.09. Trustee May File Proofs of Claim.<\/em><\/p>\n<\/p>\n

The Trustee is authorized to file such proofs of claim and other papers or
\ndocuments as may be necessary or advisable in order to have the claims of the
\nTrustee (including any claim for the reasonable compensation, expenses,
\ndisbursements and advances of the Trustee, its agents and counsel) and the
\nHolders of the Notes allowed in any judicial proceedings relative to the Company
\n(or any other obligor upon the Notes), its creditors or its property and shall
\nbe entitled and empowered to collect, receive and distribute any money or other
\nproperty payable or deliverable on any such claims and any custodian in any such
\njudicial proceeding is hereby authorized by each Holder to make such payments to
\nthe Trustee, and in the event that the Trustee shall consent to the making of
\nsuch payments directly to the Holders, to pay to the Trustee any amount due to
\nit for the reasonable compensation, expenses, disbursements and advances of the
\nTrustee, its agents and counsel, and any other amounts due the Trustee under
\nSection 8.07. To the extent that the payment of any such compensation, expenses,
\ndisbursements and advances of the Trustee, its agents and counsel, and any other
\namounts due the Trustee under Section 8.07 out of the estate in any such
\nproceeding, shall be denied for any reason, payment of the same shall be secured
\nby a Lien on, and shall be paid out of, any and all distributions, dividends,
\nmoney, securities and other properties that the Holders may be entitled to
\nreceive in such proceeding whether in liquidation or under any plan of
\nreorganization or arrangement or otherwise. Nothing herein contained shall be
\ndeemed to authorize the Trustee to authorize or consent to or accept or adopt on
\nbehalf of any Holder any plan of reorganization, arrangement, adjustment or
\ncomposition affecting the Notes or the rights of any Holder, or to authorize the
\nTrustee to vote in respect of the claim of any Holder in any such proceeding.\n<\/p>\n<\/p>\n

Section 7.10. Priorities.<\/em><\/p>\n<\/p>\n

If the Trustee collects any money pursuant to this Article 7, it shall pay
\nout the money in the following order:<\/p>\n<\/p>\n

51<\/p>\n<\/p>\n<\/p>\n<\/p>\n

First: to the Trustee (or any predecessor Trustee), its agents and attorneys
\nfor amounts due under Section 8.07, including payment of all compensation,
\nexpenses and liabilities incurred, and all advances made, by the Trustee and the
\ncosts and expenses of collection;<\/p>\n<\/p>\n

Second: to Holders of Notes for amounts due and unpaid on the Notes for
\nprincipal and interest, ratably, without preference or priority of any kind,
\naccording to the amounts due and payable on the Notes for principal and
\ninterest, respectively; and<\/p>\n<\/p>\n

Third: to the Company or such party as a court of competent jurisdiction
\nshall direct.<\/p>\n<\/p>\n

The Trustee may fix a record date and payment date for any payment to Holders
\nof Notes pursuant to this Section 7.10. If a record date is fixed, the Trustee
\nshall send, by first class mail, electronically or by any other means approved
\nby the Trustee to the Holders of the Notes of record a notice at least 30 days
\nbut not more than 60 days before the payment date. Such notice shall state: (1)
\nthat a payment is being made pursuant to this Section 7.10, (2) the relevant
\nDefault and the circumstances giving rise to the collection of money pursuant to
\nthis Section 7.10, (3) the payment date and (4) the amount of such payment per
\n$1,000 of Notes.<\/p>\n<\/p>\n

Section 7.11. Undertaking for Costs.<\/em><\/p>\n<\/p>\n

All parties to this Indenture agree, and each Holder of any Note by his
\nacceptance thereof shall be deemed to have agreed, in any suit for the
\nenforcement of any right or remedy under this Indenture or in any suit against
\nthe Trustee for any action taken or omitted by it as a Trustee, a court in its
\ndiscretion may require the filing by any party litigant in the suit of an
\nundertaking to pay the costs of the suit, and the court in its discretion may
\nassess reasonable costs, including reasonable attorneys153 fees and expenses,
\nagainst any party litigant in the suit, having due regard to the merits and good
\nfaith of the claims or defenses made by the party litigant. This Section 7.11
\ndoes not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant
\nto Section 7.06 hereof, or a suit by Holders of more than 10% in aggregate
\nprincipal amount of the then Outstanding Notes.<\/p>\n<\/p>\n

ARTICLE 8
\nTrustee<\/p>\n<\/p>\n

Section 8.01. Duties of Trustee.<\/em><\/p>\n<\/p>\n

(a) If an Event of Default has occurred and is continuing, the Trustee shall
\nexercise the rights and powers vested in it by this Indenture and use the same
\ndegree of care and skill in its exercise as a prudent Person would exercise or
\nuse under the circumstances in the conduct of such Person153s own affairs;
\nprovided, to the extent permitted by the TIA, that if an Event of Default occurs
\nand is continuing, the Trustee<\/p>\n<\/p>\n

52<\/p>\n<\/p>\n<\/p>\n<\/p>\n

will be under no obligation to exercise any of the rights or powers under
\nthis Indenture at the request or direction of any of the Holders unless such
\nHolders have provided the Trustee indemnity or security reasonably satisfactory
\nto the Trustee against loss, liability or expense.<\/p>\n<\/p>\n

(b) Except during the continuance of an Event of Default:<\/p>\n<\/p>\n

(i) the Trustee undertakes to perform such duties and only such duties as are
\nspecifically set forth in this Indenture and no implied covenants or obligations
\nshall be read into this Indenture against the Trustee; and<\/p>\n<\/p>\n

(ii) in the absence of bad faith on its part, the Trustee may conclusively
\nrely, as to the truth of the statements and the correctness of the opinions
\nexpressed therein, upon certificates, directions, notices or opinions furnished
\nto the Trustee and conforming to the requirements of this Indenture. However, in
\nthe case of any such certificates, directions, notices or opinions which by any
\nprovisions hereof are specifically required to be furnished to the Trustee, the
\nTrustee shall examine such certificates and opinions to determine whether or not
\nthey conform to the requirements of this Indenture (but need not confirm or
\ninvestigate the accuracy of mathematical calculations or other facts stated
\ntherein).<\/p>\n<\/p>\n

(c) The Trustee may not be relieved from liability for its own negligent
\naction, its own negligent failure to act or its own willful misconduct, except
\nthat:<\/p>\n<\/p>\n

(i) this paragraph does not limit the effect of paragraph (b) of this
\nSection;<\/p>\n<\/p>\n

(ii) the Trustee shall not be liable for any error of judgment made in good
\nfaith by a Responsible Officer unless it is proved that the Trustee was
\nnegligent in ascertaining the pertinent facts; and<\/p>\n<\/p>\n

(iii) the Trustee shall not be liable with respect to any action it takes or
\nomits to take in good faith in accordance with a direction received by it
\npursuant to Section 7.05.<\/p>\n<\/p>\n

(d) The Trustee shall not be liable for interest on any money received by it
\nexcept as the Trustee may agree in writing with the Company.<\/p>\n<\/p>\n

(e) Money held in trust by the Trustee need not be segregated from other
\nfunds except to the extent required by law.<\/p>\n<\/p>\n

(f) No provision of this Indenture shall require the Trustee to expend or
\nrisk its own funds or otherwise incur any financial liability in the performance
\nof any of its duties hereunder or in the exercise of any of its rights or
\npowers, if it shall have<\/p>\n<\/p>\n

53<\/p>\n<\/p>\n<\/p>\n<\/p>\n

reasonable grounds to believe that repayment of such funds or adequate
\nindemnity against such risk or liability is not reasonably assured to it.<\/p>\n<\/p>\n

(g) Every provision of this Indenture relating to the conduct or affecting
\nthe liability of or affording protection to the Trustee shall be subject to the
\nprovisions of this Section 8.01 and to the provisions of the TIA.<\/p>\n<\/p>\n

(h) The Trustee shall be under no obligation to exercise any of the rights or
\npowers vested in it by this Indenture at the request or direction of any of the
\nHolders unless such Holders shall have provided to the Trustee security or
\nindemnity reasonably satisfactory to it against the costs, expenses (including
\nreasonable attorneys153 fees and expenses) and liabilities that might be incurred
\nby it in compliance with such request or direction.<\/p>\n<\/p>\n

Section 8.02. Rights of Trustee.<\/em><\/p>\n<\/p>\n

(a) The Trustee may conclusively rely and shall be fully protected in acting
\nor refraining from acting upon any paper or document believed by it to be
\ngenuine and to have been signed or presented by the proper Person or Persons.
\nThe Trustee need not investigate any fact or matter stated in the document.<\/p>\n<\/p>\n

(b) Before the Trustee acts or refrains from acting, it may require an
\nOfficers153 Certificate or an Opinion of Counsel. The Trustee shall not be liable
\nfor any action it takes or omits to take in good faith in reliance on the
\nOfficers153 Certificate or Opinion of Counsel.<\/p>\n<\/p>\n

(c) The Trustee may act through its attorneys and agents and shall not be
\nresponsible for the misconduct or negligence of any attorney or agent appointed
\nwith due care.<\/p>\n<\/p>\n

(d) Subject to Section 8.01(c), the Trustee shall not be liable for any
\naction it takes or omits to take in good faith which it believes to be
\nauthorized or within its rights or powers.<\/p>\n<\/p>\n

(e) The Trustee may consult with counsel of its selection, and the advice or
\nopinion of such counsel appointed with due care with respect to legal matters
\nrelating to this Indenture and the Notes shall be full and complete
\nauthorization and protection from liability in respect to any action taken,
\nomitted or suffered by it hereunder in good faith and in accordance with the
\nadvice or opinion of such counsel.<\/p>\n<\/p>\n

(f) The Trustee shall not be bound to make any investigation into the facts
\nor matters stated in any resolution, certificate, statement, instrument,
\nopinion, notice, request, direction, consent, order, bond or other paper or
\ndocument; but the Trustee, in its discretion, may make such further inquiry or
\ninvestigation into such facts or matters as it may see fit and, if the Trustee
\nshall determine to make such further inquiry or<\/p>\n<\/p>\n

54<\/p>\n<\/p>\n<\/p>\n<\/p>\n

investigation, it shall be entitled to examine the books, records and
\npremises of the Company at reasonable times, in a reasonable manner and upon
\nreasonable advance notice, personally or by agent or attorney at the sole cost
\nof the Company and shall incur no liability or additional liability of any kind
\nby reason of such inquiry or investigation.<\/p>\n<\/p>\n

(g) The Trustee shall not be deemed to have knowledge of any Default or Event
\nof Default except, (i) during any period it is serving as Registrar and Paying
\nAgent for the Notes, any Event of Default occurring pursuant to Sections
\n7.01(i), 7.01(ii), 7.01(iv) or 7.01(v) or (ii) any Default or Event of Default
\nof which a Responsible Officer shall have obtained actual knowledge or received
\nwritten notification of such default, which is in fact a Default or Event of
\nDefault, at the Corporate Trust Office of the Trustee and such notice references
\nthe Notes and this Indenture. The term “actual knowledge<\/strong>” shall
\nmean the actual fact or statement of knowing by a Responsible Officer without
\nindependent investigation with respect thereto.<\/p>\n<\/p>\n

(h) Delivery of the reports, information and documents to the Trustee is for
\ninformational purposes only and the Trustee153s receipt of such shall not
\nconstitute constructive notice of any information contained therein or
\ndeterminable from information contained therein, including the Company153s
\ncompliance with any of its covenants hereunder (as to which the Trustee is
\nentitled to rely exclusively on Officers153 Certificates).<\/p>\n<\/p>\n

(i) In no event shall the Trustee be responsible or liable for special,
\nindirect, or consequential loss or damage of any kind whatsoever (including, but
\nnot limited to, loss of profit) irrespective of whether the Trustee has been
\nadvised of the likelihood of such loss or damage and regardless of the form of
\naction.<\/p>\n<\/p>\n

(j) The rights, privileges, protections, immunities and benefits given to the
\nTrustee, including its right to be indemnified, are extended to, and shall be
\nenforceable by, the Trustee in each of its capacities hereunder, and each agent,
\ncustodian and other Person employed to act hereunder.<\/p>\n<\/p>\n

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

Section 8.03. Individual Rights of Trustee. <\/em>The Trustee in its
\nindividual or any other capacity may become the owner or pledgee of Notes and
\nmay otherwise deal with the Company or its Affiliates with the same rights it
\nwould have if it were not Trustee. Any Paying Agent, Conversion Agent,
\nRegistrar, co-registrar or co-paying agent may do the same with like rights.
\nHowever, the Trustee must comply with Sections 8.10 and 8.11. In addition, the
\nTrustee shall be permitted to engage in transactions with the Company;
\nprovided<\/em>, however<\/em>, that if the Trustee acquires any
\nconflicting interest (as such term is<\/p>\n<\/p>\n

55<\/p>\n<\/p>\n<\/p>\n<\/p>\n

defined in Section 310(b) of the TIA) the Trustee must (i) eliminate such
\nconflict within 90 days of acquiring such conflicting interest, (ii) apply to
\nthe Commission for permission to continue acting as Trustee or (iii) resign as
\nTrustee hereunder.<\/p>\n<\/p>\n

Section 8.04. Trustee153s Disclaimer. <\/em>The Trustee shall not be
\nresponsible for and makes no representation as to the validity or adequacy of
\nthis Indenture or the Notes, it shall not be accountable for the Company153s use
\nof the Notes or the proceeds from the Notes, and it shall not be responsible for
\nany statement of the Company in this Indenture or in any document issued or
\noffering circular (or similar document) used in connection with the sale of the
\nNotes or in the Notes other than the Trustee153s certificate of authentication or
\nfor the use or application of any funds received by any Paying Agent other than
\nthe Trustee.<\/p>\n<\/p>\n

Section 8.05. Notice of Defaults. <\/em>If a Default or Event of Default
\noccurs and is continuing and if a Responsible Officer has actual knowledge
\nthereof, the Trustee shall mail to each Holder notice of the Default or Event of
\nDefault within 90 days after it occurs unless such Default or Event of Default
\nhas been cured or waived.<\/p>\n<\/p>\n

Except in the case of a Default or Event of Default in payment of principal
\nof, or interest on any Note (including payments pursuant to the required
\nrepurchase provisions of such Note, if any), the Trustee may withhold the notice
\nif and so long as its board of directors, a committee of its board of directors
\nor a committee of its Responsible Officers and\/or a Responsible Officer in good
\nfaith determines that withholding the notice is in the interests of registered
\nHolders.<\/p>\n<\/p>\n

Section 8.06. Reports by Trustee to Holders. <\/em>As promptly as
\npracticable after each April 1 beginning with the April 1 following the date of
\nthis Indenture, and in any event prior to October 1 in each year, the Trustee
\nshall mail to each Holder a brief report dated as of such April 1 that complies
\nwith TIA \u00a7 313(a), if and to the extent such report may be required by the TIA.
\nThe Trustee also shall comply with TIA \u00a7 313(b). The Trustee shall also transmit
\nby mail all reports required by TIA \u00a7 313(c).<\/p>\n<\/p>\n

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

Section 8.07. Compensation and Indemnity. <\/em>The Company covenants and
\nagrees: (a) to pay to the Trustee from time to time, and the Trustee shall be
\nentitled to such compensation for all services rendered by it hereunder as shall
\nbe agreed by the Company and the Trustee in writing (which shall not be limited
\nby any provision of law in regard to the compensation of a trustee of an express
\ntrust); (b) to reimburse the Trustee and each predecessor Trustee upon its
\nrequest for all expenses, fees, disbursements and advances incurred or made by
\nor on behalf of it in accordance with any of the provisions of this Indenture
\n(including the reasonable compensation, fees, and the expenses and<\/p>\n<\/p>\n

56<\/p>\n<\/p>\n<\/p>\n<\/p>\n

disbursements of its counsel and of all agents and other Persons not
\nregularly in its employ), except any such expense, disbursement or advance as
\nshall be determined to have been caused by its own negligence or willful
\nmisconduct; and (c) to indemnify the Trustee and each predecessor Trustee for,
\nand to hold it harmless against, any loss, liability, damage, claim or expense,
\nincluding taxes, if any (other than taxes based upon, determined by or measured
\nby the income of the Trustee), incurred without negligence or willful misconduct
\non its part, arising out of or in connection with the acceptance or
\nadministration of this Indenture or the trusts hereunder and its duties
\nhereunder, including enforcement of this Section 8.07. The obligations of the
\nCompany under this Section to compensate and indemnify the Trustee and each
\npredecessor Trustee and to pay or reimburse the Trustee and each predecessor
\nTrustee for expenses, fees, disbursements and advances shall constitute an
\nadditional obligation hereunder and shall survive the satisfaction and discharge
\nof this Indenture, the resignation or removal of the Trustee or the termination
\nof this Indenture. To secure the obligations of the Company to the Trustee under
\nthis Section 8.07, the Trustee shall have a prior Lien upon all property and
\nfunds held or collected by the Trustee as such, except funds and property paid
\nby the Company and held in trust for the benefit of the Holders of particular
\nNotes. When the Trustee incurs expenses or renders services after an Event of
\nDefault specified in Section 7.01(ix) or (x) occurs, such expenses and
\ncompensation for services are intended to constitute expenses of administration
\nunder Bankruptcy Law.<\/p>\n<\/p>\n

Section 8.08. Replacement of Trustee. <\/em>The Trustee may resign at any
\ntime by so notifying the Company. The Holders of a majority in principal amount
\nof the Notes may remove the Trustee by so notifying the Company and the Trustee
\nin writing and the Company may appoint a successor Trustee. The Company shall
\nremove the Trustee if:<\/p>\n<\/p>\n

(i) the Trustee fails to comply with Section 8.10;<\/p>\n<\/p>\n

(ii) the Trustee is adjudged bankrupt or insolvent;<\/p>\n<\/p>\n

(iii) a receiver or other public officer takes charge of the Trustee or its
\nproperty; or<\/p>\n<\/p>\n

(iv) the Trustee otherwise becomes incapable of acting.<\/p>\n<\/p>\n

If the Trustee resigns or is removed by the Company or by the Holders of a
\nmajority in principal amount of the Notes and the Company does not reasonably
\npromptly appoint a successor Trustee, or if a vacancy exists in the office of
\nTrustee for any reason (the Trustee in such event being referred to herein as
\nthe retiring Trustee), the Holders of a majority in aggregate principal amount
\nof the Notes may appoint a successor Trustee.<\/p>\n<\/p>\n

A successor Trustee shall deliver a written acceptance of its appointment to
\nthe retiring Trustee and to the Company. Thereupon the resignation or removal of
\nthe retiring Trustee shall become effective, and the successor Trustee shall
\nhave all the rights, powers<\/p>\n<\/p>\n

57<\/p>\n<\/p>\n<\/p>\n<\/p>\n

and duties of the Trustee under this Indenture. The successor Trustee shall
\nmail a notice of its succession to Holders. The retiring Trustee shall upon
\npayment of its charges hereunder promptly transfer all property held by it as
\nTrustee to the successor Trustee, upon payment of any fees and expenses due and
\nowing to it hereunder.<\/p>\n<\/p>\n

If the Company has not appointed a successor Trustee within 60 days after the
\nretiring Trustee resigns or is removed, the retiring Trustee or the Holders of
\n10% in principal amount of the Notes may petition, at the expense of the
\nCompany, any court of competent jurisdiction for the appointment of a successor
\nTrustee.<\/p>\n<\/p>\n

If the Trustee fails to comply with Section 8.10, unless the Trustee153s duty
\nto resign is stayed as provided in TIA \u00a7 310(b), any Holder may petition any
\ncourt of competent jurisdiction for the removal of the Trustee and the
\nappointment of a successor Trustee.<\/p>\n<\/p>\n

Notwithstanding the replacement of the Trustee pursuant to this Section 8.08,
\nthe Company153s obligations under Section 8.07 shall continue for the benefit of
\nthe retiring Trustee.<\/p>\n<\/p>\n

Section 8.09. Successor Trustee by Merger. <\/em>If the Trustee
\nconsolidates with, merges or converts into, or transfers all or substantially
\nall its corporate trust business or assets to, another corporation or banking
\nassociation, the resulting, surviving or transferee corporation without any
\nfurther act shall be the successor Trustee.<\/p>\n<\/p>\n

In case at the time such successor or successors by merger, conversion or
\nconsolidation to the Trustee shall succeed to the trusts created by this
\nIndenture, any of the Notes shall have been authenticated but not delivered, any
\nsuch successor to the Trustee may adopt the certificate of authentication of any
\npredecessor trustee, and deliver such Notes so authenticated; and in case at
\nthat time any of the Notes shall not have been authenticated, any successor to
\nthe Trustee may authenticate such Notes either in the name of any predecessor
\nhereunder or in the name of the successor to the Trustee; and in all such cases
\nsuch certificates shall have the full force which it is anywhere in the Notes or
\nin this Indenture provided that the certificate of the Trustee shall have.<\/p>\n<\/p>\n

Section 8.10. Eligibility; Disqualification. <\/em>There shall at all
\ntimes be a Trustee hereunder which shall be eligible to act as Trustee under
\nTrust Indenture Act Sections 310(a)(1) and (2) and which shall have a combined
\ncapital and surplus of at least $100,000,000, and have a Corporate Trust Office
\nin the Borough of Manhattan in New York City, State of New York. If such
\ncorporation publishes reports of condition at least annually, pursuant to law or
\nto the requirements of any federal, state, territorial or District of Columbia
\nsupervising or examining authority, then for the purposes of this Section, the
\ncombined capital and surplus of such corporation shall be deemed to be its
\ncombined capital and surplus as set forth in its most recent report of condition
\nso published. If at any time the Trustee shall cease to be eligible in
\naccordance with the provisions of this Section, the Trustee shall resign
\nimmediately in the manner and with the effect<\/p>\n<\/p>\n

58<\/p>\n<\/p>\n<\/p>\n<\/p>\n

hereinafter specified in this Article. To the extent permitted by the Trust
\nIndenture Act, the Trustee shall not be deemed to have a conflicting interest by
\nvirtue of being Trustee under (x) the indenture dated as of April 10, 2006
\nbetween the Company and the Trustee, (y) the indenture dated as of June 11, 2007
\nbetween the Company and the Trustee and (z) the indenture dated as of March 15,
\n2010 between the Company and the Trustee.<\/p>\n<\/p>\n

Section 8.11. Preferential Collection of Claims Against Company. <\/em>If
\nand when the Trustee shall be or become a creditor of the Company, the Trustee
\nshall comply with TIA \u00a7 311(a), excluding any creditor relationship listed in
\nTIA \u00a7 311(b). A Trustee who has resigned or been removed shall be subject to TIA
\n \u00a7 311(a) to the extent indicated.<\/p>\n<\/p>\n

ARTICLE 9
\nSatisfaction and Discharge of Indenture; Unclaimed Moneys<\/p>\n<\/p>\n

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

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

59<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Section 9.03. Repayment by Trustee, Paying Agent or Conversion Agent.
\n<\/em>In connection with the satisfaction and discharge of this Indenture with
\nrespect to the Notes, all moneys or securities then held by any Paying Agent or
\nConversion Agent under the provisions of this Indenture with respect to the
\nNotes shall, upon demand of the Company, be repaid to it and thereupon such
\nPaying Agent or Conversion Agent shall be released from all further liability
\nwith respect to such moneys or securities.<\/p>\n<\/p>\n

Any moneys or securities deposited with or paid to the Trustee, Paying Agent
\nor Conversion Agent, as applicable, for the payment of any amount on the Notes
\nand not applied but remaining unclaimed for two years after the date upon which
\nsuch amount shall have become due and payable, shall, upon the written request
\nof the Company and unless otherwise required by mandatory provisions of
\napplicable escheat or abandoned or unclaimed property law, be repaid to the
\nCompany by the Trustee, Paying Agent or Conversion Agent, as applicable, and the
\nHolder of the Notes shall, unless otherwise required by mandatory provisions of
\napplicable escheat or abandoned or unclaimed property laws, thereafter look only
\nto the Company for any payment which such Holder may be entitled to collect, and
\nall liability of the Trustee, Paying Agent or Conversion Agent with respect to
\nsuch moneys or securities shall thereupon cease; provided<\/em>,
\nhowever<\/em>, that the Trustee, Paying Agent or Conversion Agent, before
\nbeing required to make any such repayment with respect to moneys or securities
\ndeposited with it for any payment in respect of the Notes, shall, at the expense
\nof the Company, transmit to Holders of Global Notes in accordance with the
\ncustomary procedures of the Depositary and mail by first-class mail to Holders
\nof Definitive Notes at their addresses as they shall appear on the Note Register
\nnotice that such moneys or securities remain and that, after a date specified
\ntherein, which shall not be less than 30 days from the date of such
\ncommunication or mailing, any unclaimed balance of such money or securities then
\nremaining will be repaid to the Company.<\/p>\n<\/p>\n

ARTICLE 10
\nSupplemental Indentures and Amendments<\/p>\n<\/p>\n

Section 10.01. Without Consent of Holders. <\/em>Without the consent of
\nany Holders, the Company, when authorized by a Board Resolution of the Company,
\nand the Trustee, at any time and from time to time, may amend, waive, modify or
\nsupplement this Indenture or the Notes for any of the following purposes:<\/p>\n<\/p>\n

(a) to cure any ambiguity, omission, defect or inconsistency that does not
\nadversely affect the rights of any Holder in any material respect;<\/p>\n<\/p>\n

(b) to provide for the assumption of the Company153s obligations under this
\nIndenture and the Notes in accordance with Article 4;<\/p>\n<\/p>\n

(c) to secure the Notes or to provide guarantees of the Notes;<\/p>\n<\/p>\n

60<\/p>\n<\/p>\n<\/p>\n<\/p>\n

(d) to add covenants that would benefit the Holders of the Notes or to
\nsurrender any rights of the Company under this Indenture;<\/p>\n<\/p>\n

(e) to add Events of Default with respect to the Notes;<\/p>\n<\/p>\n

(f) to make any change that does not adversely affect any Outstanding Notes
\nin any material respect;<\/p>\n<\/p>\n

(g) to evidence and provide for the acceptance of the appointment of a
\nsuccessor Trustee hereunder; or<\/p>\n<\/p>\n

(h) to provide for the issuance of Additional Notes in accordance with the
\nlimitations set forth in this Indenture as of the date hereof.<\/p>\n<\/p>\n

Section 10.02. With Consent of Holders. <\/em>With the written consent of
\nthe Holders of not less than a majority in aggregate principal amount of the
\nOutstanding Notes (including, without limitation, Additional Notes, if any)
\ndelivered to the Company and the Trustee, the Company when authorized by a Board
\nResolution, together with the Trustee, may amend, waive, modify or supplement
\nany other provision of this Indenture or the Notes; provided<\/em>,
\nhowever<\/em>, that no such amendment, waiver, modification or supplement
\nmay, without the written consent of the Holder of each Outstanding Note affected
\nthereby:<\/p>\n<\/p>\n

(a) change the Stated Maturity on any Note;<\/p>\n<\/p>\n

(b) reduce the principal amount of or interest on any Note payable at Stated
\nMaturity or repurchase;<\/p>\n<\/p>\n

(c) impair the Holder153s right to institute suit for the enforcement of any
\npayment on the Notes;<\/p>\n<\/p>\n

(d) modify the provisions with respect to a Holder153s rights to require the
\nCompany to repurchase Notes upon a Fundamental Change in a manner adverse to the
\nHolders of the Notes, including the Company153s obligations to repurchase the
\nNotes following a Fundamental Change;<\/p>\n<\/p>\n

(e) adversely affect the rights of Holders under the conversion provisions of
\nthe Notes;<\/p>\n<\/p>\n

(f) change the place or currency of payment of principal of or interest on
\nany Note;<\/p>\n<\/p>\n

(g) make any change in the percentage of principal amount of Notes necessary
\nto waive compliance with provisions of this Indenture;<\/p>\n<\/p>\n

61<\/p>\n<\/p>\n<\/p>\n<\/p>\n

(h) make any change to this Section 10.02 or Section 10.03 (other than to
\nincrease the percentage in principal amount required for modification or waiver
\nor to provide for consent of each affected Holder of Notes);<\/p>\n<\/p>\n

(i) waive a Default or Event of Default in the payment of principal or
\ninterest on the Notes (except a rescission of acceleration of the Notes by the
\nHolders thereof as provided in Section 7.02(b) of this Indenture and a waiver of
\nthe payment default that resulted from such acceleration); or<\/p>\n<\/p>\n

(j) modify the ranking or priority of any Note in any manner adverse to the
\nHolders of the Notes.<\/p>\n<\/p>\n

Upon the written request of the Company accompanied by a copy of a Board
\nResolution authorizing the execution of any such supplemental indenture or other
\nagreement, instrument or waiver, and upon the filing with the Trustee of
\nevidence of the consent of Holders as aforesaid, the Trustee shall join with the
\nCompany in the execution of such supplemental indenture or other agreement,
\ninstrument or waiver.<\/p>\n<\/p>\n

It shall not be necessary for any act of Holders under this Section to
\napprove the particular form of any proposed supplemental indenture or other
\nagreement, instrument or waiver, but it shall be sufficient if such act shall
\napprove the substance thereof.<\/p>\n<\/p>\n

Section 10.03. Execution of Supplemental Indentures, Agreements and
\nWaivers. <\/em>In executing, any supplemental indenture, agreement, instrument or
\nwaiver permitted by this Article 10 or the modifications thereby of this
\nIndenture, the Trustee shall be provided with, and (subject to Section 8.01
\nhereof) shall be fully protected in relying upon, an Opinion of Counsel and an
\nOfficers153 Certificate from each obligor under the Notes entering into such
\nsupplemental indenture, agreement, instrument or waiver, each stating that the
\nexecution of such supplemental indenture, agreement, instrument or waiver (a) is
\nauthorized or permitted by this Indenture; (b) does not violate the provisions
\nof any agreement or instrument evidencing any other Indebtedness of the Company,
\nor any Subsidiary of the Company; and (c) that all conditions precedent in this
\nIndenture relating to such Supplemental Indenture have been complied with. The
\nTrustee may, but shall not be obligated to, enter into any such supplemental
\nindenture, agreement, instrument or waiver which affects the Trustee153s own
\nrights, duties or immunities under this Indenture, the Notes or otherwise.<\/p>\n<\/p>\n

Section 10.04. Effect of Supplemental Indentures. <\/em>Upon the execution
\nof any supplemental indenture under this Article 10, this Indenture, the Notes,
\nif applicable, shall be modified in accordance therewith, and such supplemental
\nindenture shall form a part of this Indenture and the Notes, if applicable, as
\nthe case may be, for all purposes; and every Holder of Notes theretofore or
\nthereafter authenticated and delivered hereunder shall be bound thereby.<\/p>\n<\/p>\n

62<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Section 10.05. Compliance with Trust Indenture Act. <\/em>Every
\nsupplemental indenture or amendment to this Indenture or the Notes shall comply
\nwith the TIA as then in effect.<\/p>\n<\/p>\n

Section 10.06. Reference in Notes to Supplemental Indentures. <\/em>Notes
\nauthenticated and delivered after the execution of any supplemental indenture
\npursuant to this Article may, and shall if required by the Trustee, bear a
\nnotation in a form approved by the Trustee as to any matter provided for in such
\nsupplemental indenture. If the Company shall so determine, new Notes so modified
\nas to conform, in the opinion of the Trustee and the Board of Directors of the
\nCompany, to any such supplemental indenture may be prepared and executed by the
\nCompany and authenticated and delivered by the Trustee, at the expense of the
\nCompany, upon a Company Order in exchange for Outstanding Notes.<\/p>\n<\/p>\n

Section 10.07. Revocation and Effect of Consents and Waivers. <\/em>A
\nconsent to an amendment or a waiver by a Holder of a Note shall bind the Holder
\nand every subsequent Holder of that Note or portion of the Note that evidences
\nthe same debt as the consenting Holder153s Note, even if notation of the consent
\nor waiver is not made on the Note. However, any such Holder or subsequent Holder
\nmay revoke the consent or waiver as to such Holder153s Note or portion of the Note
\nif the Trustee receives the notice of revocation before the date the amendment
\nor waiver becomes effective. After an amendment or waiver becomes effective, it
\nshall bind every Holder. An amendment or waiver made pursuant to Section 10.02
\nshall become effective upon receipt by the Trustee of the requisite number of
\nwritten consents.<\/p>\n<\/p>\n

The Company may, but shall not be obligated to, fix a record date for the
\npurpose of determining the Holders entitled to give their consent or take any
\nother action described above or required or permitted to be taken pursuant to
\nthis Indenture. If a record date is fixed, then notwithstanding the immediately
\npreceding paragraph, those Persons who were Holders at such record date (or
\ntheir duly designated proxies), and only those Persons, shall be entitled to
\ngive such consent or to revoke any consent previously given or to take any such
\naction, whether or not such Persons continue to be Holders after such record
\ndate. No such consent shall become valid or effective more than 120 days after
\nsuch record date.<\/p>\n<\/p>\n

Section 10.08. Notation on or Exchange of Notes. <\/em>If an amendment
\nchanges the terms of a Note, the Trustee may require the Holder of the Note to
\ndeliver it to the Trustee. The Trustee may place an appropriate notation on the
\nNote regarding the changed terms and return it to the Holder. Alternatively, if
\nthe Company or the Trustee so determines, the Company in exchange for the Note
\nshall issue and the Trustee, at the expense of the Company, shall authenticate a
\nnew Note that reflects the changed terms. Failure to make the appropriate
\nnotation or to issue a new Note shall not affect the validity of such amendment.\n<\/p>\n<\/p>\n

63<\/p>\n<\/p>\n<\/p>\n<\/p>\n

ARTICLE 11
\nOffer to Repurchase Upon a Fundamental Change<\/p>\n<\/p>\n

Section 11.01. Purchase of Notes at Option of Holder Upon a Fundamental
\nChange. <\/em>(a) Subject to Section 11.04 hereof, upon the occurrence of a
\nFundamental Change at any time prior to Stated Maturity, each Holder may require
\nthe Company to repurchase the Notes on a date chosen by the Company in its sole
\ndiscretion that is no less than 20 Business Days and no more than 35 Business
\nDays (subject to extension to comply with applicable law) after the Company
\nsends the Fundamental Change Repurchase Right Notice (the “Fundamental
\nChange Repurchase Date<\/strong>“), and the Company shall repurchase on the
\nFundamental Change Repurchase Date, any or all Notes submitted for repurchase
\nfor cash, at a price equal to 100% of the aggregate principal amount thereof
\nplus accrued and unpaid interest, if any, to but not including the Fundamental
\nChange Repurchase Date (the “Fundamental Change Repurchase
\nPrice<\/strong>“), unless such Fundamental Change Repurchase Date falls after a
\nRegular Record Date and on or prior to the corresponding Interest Payment Date,
\nin which case the Company shall pay the full amount of accrued and unpaid
\ninterest payable on such Interest Payment Date to the Holder of record at the
\nclose of business on the corresponding Regular Record Date. The principal amount
\nof the Notes submitted for repurchase shall be equal to $2,000 or an integral
\nmultiple of $1,000 in excess thereof and the principal amount of such Notes to
\nremain Outstanding, if any, shall be equal to $2,000 or an integral multiple of
\n$1,000 in excess thereof.<\/p>\n<\/p>\n

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

(c) At least 20 Business Days prior to the anticipated effective date of a
\nFundamental Change (or if the Company does not have actual notice of a
\nFundamental Change 20 Business Days prior to the effective date, as soon as the
\nCompany has actual notice of such Fundamental Change), the Company will provide
\nto all Holders of the Notes, the Trustee, the Paying Agent, the Registrar and
\nthe Conversion Agent a written notice (the “Fundamental Change
\nNotice<\/strong>“) stating:<\/p>\n<\/p>\n

64<\/p>\n<\/p>\n<\/p>\n<\/p>\n

(i) if applicable, whether the Company will adjust the Conversion Rate
\npursuant to Section 6.05(f) hereof;<\/p>\n<\/p>\n

(ii) the anticipated effective date of the Fundamental Change; and<\/p>\n<\/p>\n

(iii) whether the Company expects that Holders will have the right to require
\nthe Company to repurchase their Notes as described in this Article 11.<\/p>\n<\/p>\n

Section 11.02. Fundamental Change Repurchase Right Notice. <\/em>On or
\nbefore the 20th Trading Day after the effective date of a Fundamental Change,
\nthe Company will provide to all Holders of the Notes and the Trustee, the Paying
\nAgent, the Registrar and the Conversion Agent a notice of the occurrence of the
\nFundamental Change and of the resulting repurchase right (the
\n“Fundamental Change Repurchase Right Notice<\/strong>“). Each Fundamental
\nChange Repurchase Right Notice shall state:<\/p>\n<\/p>\n

(i) the events causing the Fundamental Change;<\/p>\n<\/p>\n

(ii) if the Company is required to adjust the Conversion Rate and related
\nconversion obligation as described in Section 6.05(f) hereof pursuant to a
\nMake-whole Fundamental Change, the Conversion Rate and any adjustments to the
\nConversion Rate;<\/p>\n<\/p>\n

(iii) the effective date, if applicable;<\/p>\n<\/p>\n

(iv) the last date on which a Holder may exercise such repurchase right;<\/p>\n<\/p>\n

(v) the Fundamental Change Repurchase Price;<\/p>\n<\/p>\n

(vi) the Fundamental Change Repurchase Date;<\/p>\n<\/p>\n

(vii) the name and address of the Paying Agent and the Conversion Agent;<\/p>\n<\/p>\n

(viii) that the Notes with respect to which the Fundamental Change Repurchase
\nRight Notice has been given may be converted only if the Holder thereof
\nwithdraws any Fundamental Change Repurchase Notice previously delivered by such
\nHolder in accordance with the terms of this Indenture; and<\/p>\n<\/p>\n

(ix) the procedures that Holders must follow to require the Company to
\nrepurchase their Notes.<\/p>\n<\/p>\n

Section 11.03. Fundamental Change Repurchase Notice. <\/em>To exercise its
\nright specified in Section 11.01, a Holder must deliver, before the close of
\nbusiness on the second Business Day immediately preceding the Fundamental Change
\nRepurchase Date, the Notes to be repurchased, together with a repurchase notice
\n(a “Fundamental Change<\/strong><\/p>\n<\/p>\n

65<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Repurchase Notice<\/strong>“) duly completed in accordance with the
\nrequirements below, to the Paying Agent. The Fundamental Change Repurchase
\nNotice must state:<\/p>\n<\/p>\n

(i) if such Holder holds Definitive Notes, the certificate numbers of the
\nNotes which the Holder will deliver for repurchase;<\/p>\n<\/p>\n

(ii) the portion of the principal amount of the Notes which the Holder will
\ndeliver to be repurchased, which portion must be in a principal amount of $2,000
\nor an integral multiple of $1,000 in excess thereof; and<\/p>\n<\/p>\n

(iii) that such Notes are to be purchased by the Company as of the
\nFundamental Change Repurchase Date pursuant to the terms and conditions
\nspecified in the Notes and in this Indenture.<\/p>\n<\/p>\n

If the Notes are not in certificated form, the Fundamental Change Repurchase
\nNotice must comply with the Applicable Procedures.<\/p>\n<\/p>\n

To receive payment of the Fundamental Change Repurchase Price, Holders must
\neither effect book-entry transfer of beneficial interests in a Global Note in
\naccordance with the Applicable Procedures or deliver the Definitive Notes,
\ntogether with necessary endorsement, to office of the Paying Agent with, or at
\nany time after delivery of, the Fundamental Change Repurchase Notice. Holders
\nwill receive payment of the Fundamental Change Repurchase Price, subject to the
\nPaying Agent holding money or securities sufficient to make such payment on the
\nFundamental Change Repurchase Date, promptly following the later of (a) the
\nFundamental Change Repurchase Date and (b) the time of book-entry transfer or
\nthe delivery of the Notes by the Holder thereof in the manner required by
\nSection 11.03; provided<\/em>, however<\/em>, that such payment shall be
\nso paid pursuant to this Article 11 only if the Notes so delivered to the Paying
\nAgent shall conform in all respects to the description thereof in the related
\nFundamental Change Repurchase Notice.<\/p>\n<\/p>\n

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

Section 11.05. Covenant to Comply with Securities Laws Upon Purchase of
\nNotes. <\/em>The Company will comply with the requirements of Rule 13e-4 and Rule
\n14e-, if<\/p>\n<\/p>\n

66<\/p>\n<\/p>\n<\/p>\n<\/p>\n

applicable, under the Exchange Act, file a Schedule TO or any successor or
\nsimilar schedule, if required, under the Exchange Act and otherwise comply with
\nall applicable federal and state securities laws in connection with the
\nrepurchase of the Notes by the Company upon a Fundamental Change. To the extent
\nthat the provisions of any securities laws or regulations conflict with the
\nprovisions of this Article 11, the Company will comply with the applicable
\nsecurities laws and regulations and will not be deemed to have breached its
\nobligations under this Article 11 by virtue of such conflict.<\/p>\n<\/p>\n

Section 11.06. Covenants of Company and Paying Agent Upon Purchase of
\nNotes. <\/em>On or before the Fundamental Change Repurchase Date, the Company
\nwill, to the extent lawful:<\/p>\n<\/p>\n

(i) accept for payment all Notes or portions thereof properly tendered;<\/p>\n<\/p>\n

(ii) deposit with the Paying Agent an amount equal to the payment in respect
\nof all Notes or portions of Notes properly tendered; and<\/p>\n<\/p>\n

(iii) deliver or cause to be delivered to the Trustee the Notes so accepted
\ntogether with an Officers153 Certificate stating the aggregate principal amount of
\nNotes or portions of Notes being purchased by the Company in accordance with the
\nterms of this Article 11.<\/p>\n<\/p>\n

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

Section 11.07. Withdrawal of Fundamental Change Repurchase Notice and
\nEffect Thereof. <\/em>Notes in respect of which a Fundamental Change Repurchase
\nNotice has been given by the Holder thereof may not be converted pursuant to
\nArticle 6 on or after the date of the delivery of such Fundamental Change
\nRepurchase Notice unless such Fundamental Change Repurchase Notice has first
\nbeen validly withdrawn as specified in this Section 11.07. Notwithstanding
\nanything contained herein to the contrary, any Holder that has delivered to the
\nPaying Agent the Fundamental Change Repurchase Notice contemplated by Section
\n11.03 hereof shall have the right to withdraw such Fundamental Change Repurchase
\nNotice, in whole or in part, by means of a written notice of withdrawal
\ndelivered to the Paying Agent at any time prior to the close of business on the
\nsecond Business Day immediately prior to the Fundamental Change Repurchase Date,
\nspecifying:<\/p>\n<\/p>\n

(i) the principal amount of the Notes with respect to which such notice of
\nwithdrawal is being submitted;<\/p>\n<\/p>\n

67<\/p>\n<\/p>\n<\/p>\n<\/p>\n

(ii) if Definitive Notes have been issued, the certificate numbers of the
\nDefinitive Notes with respect to which such notice of withdrawal is being
\nsubmitted; and<\/p>\n<\/p>\n

(iii) the principal amount, if any, of such Notes that remain subject to the
\noriginal Fundamental Change Repurchase Notice.<\/p>\n<\/p>\n

If the Notes with respect to which the notice of withdrawal is being
\nsubmitted are not in certificated form, the notice of withdrawal must comply
\nwith the Applicable Procedures.<\/p>\n<\/p>\n

Section 11.08. Covenants of Trustee Upon Purchase of Notes. <\/em>The
\nTrustee shall be under no obligation to ascertain the occurrence of a
\nFundamental Change or to give notice to the Holders with respect thereto. The
\nTrustee may conclusively assume, in the absence of written notice to the
\ncontrary from the Company, that no Fundamental Change has occurred.<\/p>\n<\/p>\n

ARTICLE 12
\nMiscellaneous<\/p>\n<\/p>\n

Section 12.01. Trust Indenture Act Controls. <\/em>If any provision of
\nthis Indenture limits, qualifies or conflicts with another provision which is
\nrequired to be included in this Indenture by the TIA, the provision required by
\nthe TIA shall control.<\/p>\n<\/p>\n

Section 12.02. Notices. <\/em>Any notice or communication shall be in
\nwriting and delivered in person or mailed by first-class mail addressed as
\nfollows:<\/p>\n<\/p>\n

If to the Company:<\/p>\n<\/p>\n

Ciena Corporation
\n1201 Winterson Road
\nLinthicum, MD 21090
\nAttn: Chief Financial Officer<\/p>\n<\/p>\n

If to the Trustee:<\/p>\n<\/p>\n

The Bank of New York Mellon Trust Company, N.A.
\n525 William Penn Place, 38th Floor
\nPittsburgh, PA 15259
\nAttn: Corporate Trust Administration<\/p>\n<\/p>\n

The Company on one hand or the Trustee on the other hand by notice to the
\nother may designate additional or different addresses for subsequent notices or
\ncommunications.<\/p>\n<\/p>\n

68<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Any notice or communication mailed to a Holder shall be mailed to the Holder
\nat the Holder153s address as it appears on the Note Register and shall be
\nsufficiently given if so mailed within the time prescribed. Notices shall be
\ndeemed to have been given as of the date of mailing.<\/p>\n<\/p>\n

The Trustee agrees to accept and act upon instructions or directions pursuant
\nto this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other
\nsimilar unsecured electronic methods, provided, however, that the Trustee shall
\nhave received an incumbency certificate listing persons designated to give such
\ninstructions or directions and containing specimen signatures of such designated
\npersons, which such incumbency certificate shall be amended and replaced
\nwhenever a person is to be added or deleted from the listing. If the Company
\nelects to give the Trustee e-mail or facsimile instructions (or instructions by
\na similar electronic method) and the Trustee in its discretion elects to act
\nupon such instructions, the Trustee153s understanding of such instructions shall
\nbe deemed controlling. The Trustee shall not be liable for any losses, costs or
\nexpenses arising directly or indirectly from the Trustee153s reliance upon and
\ncompliance with such instructions notwithstanding such instructions conflict or
\nare inconsistent with a subsequent written instruction. The Company agrees to
\nassume all risks arising out of the use of such electronic methods to submit
\ninstructions and directions to the Trustee, including without limitation the
\nrisk of the Trustee acting on unauthorized instructions, and the risk or
\ninterception and misuse by third parties.<\/p>\n<\/p>\n

Failure to mail a notice or communication to a Holder or any defect in it
\nshall not affect its sufficiency with respect to other Holders. If a notice or
\ncommunication is mailed in the manner provided above, it is duly given, whether
\nor not the addressee receives it.<\/p>\n<\/p>\n

Section 12.03. Communication by Holders with Other Holders. <\/em>Holders
\nmay communicate pursuant to TIA \u00a7 312(b) with other Holders with respect to
\ntheir rights under this Indenture or the Notes. The Trustee shall comply with
\nTIA \u00a7 312(b). The Company, the Trustee, the Registrar and anyone else shall have
\nthe protection of TIA \u00a7 312(c).<\/p>\n<\/p>\n

Section 12.04. Certificate and Opinion as to Conditions Precedent.
\n<\/em>Upon any request or application by the Company to the Trustee to take or
\nrefrain from taking any action under this Indenture, the Company shall deliver
\nto the Trustee an Officers153 Certificate stating that all conditions precedent
\n(including covenants compliance with which constitutes a condition precedent),
\nif any, provided for in this Indenture relating to the proposed action have been
\ncomplied with and an Opinion of Counsel stating that in the opinion of such
\ncounsel, all such conditions precedent (including covenants compliance with
\nwhich constitutes a condition precedent), if any, have been complied with.<\/p>\n<\/p>\n

69<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Section 12.05. Statements Required in Certificate or Opinion. <\/em>Each
\ncertificate or opinion with respect to compliance with a covenant or condition
\nprovided for in this Indenture shall include:<\/p>\n<\/p>\n

(a) a statement that the individual making such certificate or opinion has
\nread such covenant or condition;<\/p>\n<\/p>\n

(b) a brief statement as to the nature and scope of the examination or
\ninvestigation upon which the statements or opinions contained in such
\ncertificate or opinion are based;<\/p>\n<\/p>\n

(c) a statement that, in the opinion of such individual, he has made such
\nexamination or investigation as is necessary to enable him to express an
\ninformed opinion as to whether or not such covenant or condition has been
\ncomplied with; and<\/p>\n<\/p>\n

(d) a statement as to whether or not, in the opinion of such individual, such
\ncovenant or condition has been complied with.<\/p>\n<\/p>\n

In giving an Opinion of Counsel, counsel may rely as to factual matters on an
\nOfficers153 Certificate or such other certificates of Officer(s) as it may deem
\nappropriate and on certificates of public officials.<\/p>\n<\/p>\n

Section 12.06. When Notes Disregarded. <\/em>In determining whether the
\nHolders of the required principal amount of Notes have concurred in any
\ndirection, waiver or consent, Notes owned by the Company or by any Person
\ndirectly or indirectly controlling or controlled by or under direct or indirect
\ncommon control with the Company shall be disregarded and deemed not to be
\nOutstanding, except that, for the purpose of determining whether the Trustee
\nshall be protected in relying on any such direction, waiver or consent, only
\nNotes which a Responsible Officer of the Trustee actually knows are so owned
\nshall be so disregarded. Also, subject to the foregoing, only Notes Outstanding
\nat the time shall be considered in any such determination.<\/p>\n<\/p>\n

Section 12.07. Rules by Trustee, Paying Agent and Registrar. <\/em>The
\nTrustee may make reasonable rules for action by, or a meeting of, Holders. The
\nRegistrar and the Paying Agent may make reasonable rules for their functions.\n<\/p>\n<\/p>\n

Section 12.08. Governing Law. <\/em>This Indenture and the Notes shall be
\ngoverned by, and construed in accordance with, the laws of the State of New
\nYork.<\/p>\n<\/p>\n

Section 12.09. No Recourse Against Others. <\/em>No recourse for the
\npayment of the principal of, or interest on any Note and no recourse under or
\nupon any obligation, covenant, agreement of the Company or of a guarantor in
\nthis Indenture, the Notes, or in any supplemental indenture, or because of the
\ncreation of any Indebtedness represented thereby, shall be had against any
\nincorporator, stockholder, employee, agent, officer, director, or subsidiary,
\npast, present or future, of the Company or of any successor<\/p>\n<\/p>\n

70<\/p>\n<\/p>\n<\/p>\n<\/p>\n

corporation or entity, whether by virtue of any constitution, statute or rule
\nof law, or by the enforcement of any assessment or penalty or otherwise, it
\nbeing understood that all such liability is hereby waived and released as a
\ncondition to, and as a consideration for, the execution and delivery of this
\nIndenture and the issue of the Notes.<\/p>\n<\/p>\n

Section 12.10. Successors. <\/em>All agreements of the Company in this
\nIndenture and the Notes shall bind its successors. All agreements of the Trustee
\nin this Indenture shall bind its successors.<\/p>\n<\/p>\n

Section 12.11. Multiple Originals. <\/em>The parties may sign any number
\nof copies of this Indenture. Each signed copy shall be an original, but all of
\nthem together represent the same agreement. One signed copy is enough to prove
\nthis Indenture.<\/p>\n<\/p>\n

Section 12.12. Force Majeure. <\/em>In no event shall the Trustee be
\nresponsible or liable for any failure or delay in the performance of their
\nobligations hereunder arising out of or caused by, directly or indirectly,
\nforces beyond their control, including, without limitation, strikes, work
\nstoppages other than of the Trustee, respectively, accidents, acts of war or
\nterrorism, civil or military disturbances, nuclear or natural catastrophes or
\nacts of God, and interruptions, loss or malfunctions of utilities; it being
\nunderstood that the Company or Trustee, as applicable, shall use reasonable
\nefforts that are consistent with accepted practices in the banking industry to
\nresume performance as soon as practicable under the circumstances.<\/p>\n<\/p>\n

Section 12.13. Not Responsible for Recitals or Issuance of Notes.
\n<\/em>The recitals contained herein and in the Notes, except the Trustee153s
\ncertificates of authentication, shall be taken as the statements of the Company,
\nand the Trustee or any Authenticating Agent assumes no responsibility for their
\ncorrectness. The Trustee makes no representations as to the validity or
\nsufficiency of this Indenture or of the Securities. The Trustee or any
\nAuthenticating Agent shall not be accountable for the use or application by the
\nCompany of Notes or the proceeds thereof.<\/p>\n<\/p>\n

Section 12.14. Waiver of Jury Trial. <\/em>EACH OF THE COMPANY AND THE
\nTRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
\nLAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
\nOR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.\n<\/p>\n<\/p>\n

[Remainder of Page Intentionally Left Blank<\/em>]<\/p>\n<\/p>\n<\/p>\n<\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
\nexecuted, all as of the date first written above.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

CIENA CORPORATION<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ David M. Rothenstein<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

David M. Rothenstein<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Senior Vice President,
\nGeneral Counsel and Secretary<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

THE BANK OF NEW YORK MELLON
\nTRUST COMPANY, N.A., as Trustee<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ James M. Young<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

James M. Young<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Senior Associate<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Exhibit A<\/strong><\/p>\n<\/p>\n

[FORM OF FACE OF NOTE]<\/strong><\/p>\n<\/p>\n

CIENA CORPORATION<\/p>\n<\/p>\n

3.75% Convertible Senior Notes due 2018<\/p>\n<\/p>\n

CUSIP: 171779 AG6<\/strong><\/p>\n<\/p>\n

ISIN: US171779AG67<\/strong><\/p>\n<\/p>\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

No.<\/p>\n<\/td>\n

\n<\/td>\n\n

$ <\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

CIENA CORPORATION promises to pay to<\/p>\n<\/p>\n

or its registered assigns,<\/p>\n<\/p>\n

the principal sum of DOLLARS<\/p>\n<\/p>\n

on October 15, 2018.<\/p>\n<\/p>\n

Interest Payment Dates: April 15 and October 15<\/p>\n<\/p>\n

Regular Record Dates: April 1 and October 1<\/p>\n<\/p>\n

Dated: , 2010<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

CIENA CORPORATION<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This is one of the Notes referred to in the
\nwithin-mentioned Indenture:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

THE BANK OF NEW YORK MELLON<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

TRUST COMPANY, N.A., as Trustee<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-1<\/p>\n<\/p>\n<\/p>\n<\/p>\n

[INCLUDE IF A GLOBAL NOTE]<\/p>\n<\/p>\n

[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
\nHEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
\nCOMPANY, A NEW YORK CORPORATION (“DEPOSITARY<\/strong>“), OR A NOMINEE OF
\nTHE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT
\nTHEREOF AS THE OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS
\nCERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO
\nTHE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
\nANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
\nOTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
\n(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
\nREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
\nPLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
\nWRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
\nINTEREST HEREIN.<\/p>\n<\/p>\n

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
\nNOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
\nTHE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
\nDEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
\nSUCCESSOR DEPOSITARY, AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
\nLIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
\nINDENTURE REFERRED TO ON THE REVERSE HEREOF.]<\/p>\n<\/p>\n

[INCLUDE IF A RESTRICTED SECURITY]<\/p>\n<\/p>\n

[THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
\nEXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
\nAMENDED (THE SECURITIES ACT), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
\nOTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
\nEXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
\nSELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
\nSECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.<\/p>\n<\/p>\n

A-2<\/p>\n<\/p>\n<\/p>\n<\/p>\n

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
\nTHIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I)
\nTO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
\nBUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
\nMEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO ANY OTHER EXEMPTION FROM
\nTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER
\nTHE SECURITIES ACT (IF AVAILABLE) SUBJECT TO THE ISSUER153S AND THE TRUSTEE153S
\nRIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO THIS CLAUSE (II) TO
\nREQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND\/OR OTHER
\nINFORMATION SATISFACTORY TO EACH OF THEM, (III) PURSUANT TO AN EFFECTIVE
\nREGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF
\nITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
\nAPPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
\nWILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER
\nOF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.]\n<\/p>\n<\/p>\n

A-3<\/p>\n<\/p>\n<\/p>\n<\/p>\n

[BACK OF NOTE]<\/strong><\/p>\n<\/p>\n

CIENA CORPORATION<\/p>\n<\/p>\n

3.75% Convertible Senior Notes due 2018<\/p>\n<\/p>\n

Capitalized terms used herein have the meanings assigned to them in the
\nIndenture referred to below unless otherwise indicated.<\/p>\n<\/p>\n

(1) Interest<\/strong>. Ciena Corporation, a Delaware corporation (the
\n“Company<\/strong>“), promises to pay interest on the principal amount of
\nthis Note at 3.75% per annum from October 18, 2010 until Stated Maturity. The
\nCompany will pay interest, if any, semi-annually in arrears on April 15 and
\nOctober 15 of each year (subject to limited exceptions if the Note is converted
\nor purchased prior to such date), or if any such day is not a Business Day, on
\nthe immediately following Business Day (each, an “Interest Payment
\nDate<\/strong>“). Interest on the Notes will accrue from the most recent date to
\nwhich interest has been paid or, if no interest has been paid, from October 18,
\n2010; provided that <\/em>if there is no existing Default in the payment of
\ninterest, and if this Note is authenticated between a Regular Record Date (as
\ndefined below) and the next succeeding Interest Payment Date, interest shall
\naccrue from such next succeeding Interest Payment Date; provided, further,
\n<\/em>that the first Interest Payment Date shall be April 15, 2011. The Company
\nwill pay interest on overdue principal from time to time on demand at the rate
\nthen in effect to the extent lawful; it will pay interest on overdue
\ninstallments of interest, if any (without regard to any applicable grace
\nperiods), from time to time on demand at the same rate to the extent lawful.
\nInterest will be computed on the basis of a 360-day year of twelve 30-day
\nmonths. All references to “interest<\/strong>” in this Note are deemed to
\ninclude Additional Interest, if any, payable pursuant to Section 2.10 or Section
\n7.01 of the Indenture, as applicable.<\/p>\n<\/p>\n

(2) Method of payment<\/strong>. The Company will pay interest on the
\nNotes, if any, to the Persons who are registered Holders of Notes at the close
\nof business on April 1 or October 1 next preceding the Interest Payment Date
\n(each a “Regular Record Date<\/strong>“), even if such Notes are canceled
\nafter such Regular Record Date and on or before such Interest Payment Date. The
\nNotes will be payable as to principal, if any, and interest at the office or
\nagency of the Company maintained for such purpose within or without the City and
\nState of New York, or, at the option of the Company, such payments may be made
\nby check mailed to the Holders at their addresses set forth in the Note
\nRegister; provided that <\/em>the Notes represented by a Global Note will be
\npaid by wire transfer of immediately available funds to the accounts specified
\nby the Depositary in accordance with the settlement procedures of the
\nDepositary, and all other Notes with an aggregate principal amount in excess of
\n$2 million will be paid by wire transfer of immediately available funds if the
\nHolders have provided wire transfer instructions at least 10 Business Days prior
\nto the payment date to the Company or the Paying Agent. Such payment will be in
\nsuch coin or currency of the United States of America as at the time of payment
\nis legal tender for payment of public and private debts.<\/p>\n<\/p>\n

A-4<\/p>\n<\/p>\n<\/p>\n<\/p>\n

(3) Paying agent, registrar and conversion agent<\/strong>. Initially,
\nThe Bank of New York Mellon Trust Company, N.A., the Trustee under the
\nIndenture, will act as Paying Agent, Registrar and Conversion Agent. The Company
\nmay change any Paying Agent, Registrar or Conversion Agent without notice to any
\nHolder. The Company or any of its Subsidiaries may act in any such capacity.\n<\/p>\n<\/p>\n

(4) Indenture<\/strong>. The Company issued the Notes under the
\nIndenture dated as of October 18, 2010 (the “Indenture<\/strong>“)
\nbetween the Company and the Trustee. The terms of the Notes include those stated
\nin the Indenture and those made part of the Indenture by reference to the TIA.
\nThe Notes are subject to all such terms, and Holders are referred to the
\nIndenture and the TIA for a statement of such terms. To the extent any provision
\nof this Note conflicts with the express provisions of the Indenture, the
\nprovisions of the Indenture shall govern and be controlling. The Notes are
\nunsecured obligations of the Company.<\/p>\n<\/p>\n

(5) Repurchase at the option of holder upon a fundamental
\nchange<\/strong>. Upon the occurrence of a Fundamental Change at any time prior
\nto Stated Maturity, each Holder may require the Company to repurchase the Notes
\non a date chosen by the Company in its sole discretion that is no less than 20
\nBusiness Days and no more than 35 Business Days after the mailing of the
\nFundamental Change Repurchase Right Notice (the “Fundamental Change
\nRepurchase Date<\/strong>“), and the Company shall repurchase on the Fundamental
\nChange Repurchase Date, any or all Notes submitted for repurchase for cash, at a
\nprice equal to 100% of the aggregate principal amount thereof plus
\n<\/em>accrued and unpaid interest, if any, to but not including the Fundamental
\nChange Repurchase Date, unless such Fundamental Change Repurchase Date falls
\nafter a Regular Record Date and on or prior to the corresponding Interest
\nPayment Date, in which case the Company shall pay the full amount of accrued and
\nunpaid interest payable on such Interest Payment Date to the Holder of record at
\nthe close of business on the corresponding Regular Record Date. At least 20
\nBusiness Days prior to the anticipated effective date of a Fundamental Change
\n(or if the Company does not have actual notice of a Fundamental Change 20
\nBusiness Days prior to the effective date, as soon as the Company has actual
\nnotice of such Fundamental Change), the Company will provide to all Holders, the
\nTrustee, the Paying Agent, the Registrar and the Conversion Agent a Fundamental
\nChange Notice as required by the Indenture. On or before the 20th Trading Day
\nafter the effective date of a Fundamental Change, the Company will provide to
\nall Holders, the Trustee, the Paying Agent, the Registrar and Conversion Agent a
\nFundamental Change Repurchase Right Notice.<\/p>\n<\/p>\n

(6) Conversion<\/strong>. At any time prior to the close of business
\non the date of Stated Maturity, Holders of the Notes may surrender any portion
\nof the principal amount of any Note that is an integral multiple of $1,000 for
\nconversion (provided that <\/em>the principal amount of such Note to remain
\nOutstanding after such conversion is equal to $2,000 or any integral multiple of
\n$1,000 in excess thereof) into fully paid and non-assessable shares of Common
\nStock at the Conversion Rate, determined as provided in the Indenture, in effect
\nat the time of conversion.<\/p>\n<\/p>\n

A-5<\/p>\n<\/p>\n<\/p>\n<\/p>\n

(7) Denominations, transfer, exchange<\/strong>. The Notes are in
\nregistered form without coupons in denominations of $2,000 and an integral
\nmultiple of $1,000 in excess thereof. The transfer of Notes may be registered
\nand Notes may be exchanged as provided in the Indenture. The Registrar and the
\nTrustee may require a Holder, among other things, to furnish appropriate
\nendorsements and transfer documents and the Company may require a Holder to pay
\nany taxes and fees required by law or permitted by the Indenture. The Company
\nneed not exchange or register the transfer of any Note or portion of a Note
\nselected for conversion or repurchase, except for the unconverted or
\nunrepurchased portion of any Note being converted or repurchased in part. Also,
\nthe Company need not exchange or register the transfer of any Notes during the
\nperiod between a Regular Record Date and the corresponding Interest Payment
\nDate.<\/p>\n<\/p>\n

(8) Persons deemed owners<\/strong>. The registered Holder of a Note
\nmay be treated as its owner for all purposes.<\/p>\n<\/p>\n

(9) Amendment, supplement and waiver<\/strong>. Subject to certain
\nexceptions, the Indenture and the Notes may be amended or supplemented with the
\nconsent of the Holders of at least a majority in aggregate principal amount of
\nthe then Outstanding Notes, including Additional Notes, if any, and any existing
\nDefault or compliance with any provision of the Indenture and the Notes may be
\nwaived with the consent of the Holders of a majority in aggregate principal
\namount of the then Outstanding Notes, including Additional Notes, if any, voting
\nas a single class. Without the consent of any Holder of a Note, the Indenture
\nand the Notes may be amended or supplemented to cure any ambiguity, omission,
\ndefect or inconsistency that does not adversely affect the rights of any Holder
\nin any material respect, to provide for a successor Trustee under the Indenture,
\nto provide for the assumption of the Company153s obligations under the Indenture
\nor the Notes in accordance with the provisions in the Indenture, to comply with
\nrequirements of the Commission in order to effect or maintain the qualification
\nof the Indenture under the TIA, to secure the Notes or provide guarantees of the
\nNotes, to provide for the issuance of Additional Notes, to add covenants that
\nwould benefit the Holders of the Notes or to surrender any rights of the Company
\nunder the Indenture, to add Events of Default with respect to the Notes, to make
\nany change that does not adversely affect any Outstanding Notes in any material
\nrespect, or to evidence and provide for the acceptance of the appointment of a
\nsuccessor Trustee under the Indenture.<\/p>\n<\/p>\n

(10) Trustee dealings with company<\/strong>. The Trustee, in its
\nindividual or any other capacity, may make loans to, accept deposits from, and
\nperform services for the Company or its Affiliates, and may otherwise deal with
\nthe Company or its Affiliates, as if it were not the Trustee.<\/p>\n<\/p>\n

(11) No recourse against others<\/strong>. A director, officer,
\nemployee, incorporator or stockholder of the Company, as such, will not have any
\nliability for any obligations of the Company under the Notes or the Indenture or
\nfor any claim based on, in respect of, or by reason of, such obligations or
\ntheir creation. Each Holder by accepting a Note waives and<\/p>\n<\/p>\n

A-6<\/p>\n<\/p>\n<\/p>\n<\/p>\n

releases all such liability. The waiver and release are part of the
\nconsideration for the issuance of the Notes.<\/p>\n<\/p>\n

(12) Open market purchases<\/strong>. The Company may, to the extent
\npermitted by applicable law, at any time, and from time to time, purchase Notes
\nat any price in the open market or otherwise.<\/p>\n<\/p>\n

(13) Authentication<\/strong>. This Note will not be valid until
\nauthenticated by the manual signature of the Trustee or an Authenticating Agent.\n<\/p>\n<\/p>\n

(14) Abbreviations<\/strong>. Customary abbreviations may be used in
\nthe name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
\nENT (= tenants by the entireties), JT TEN (= joint tenants with right of
\nsurvivorship and not as tenants in common), CUST (= custodian), and U\/G\/M\/A (=
\nUniform Gifts to Minors Act).<\/p>\n<\/p>\n

(15) CUSIP numbers<\/strong>. Pursuant to a recommendation promulgated
\nby the Committee on Uniform Security Identification Procedures, the Company has
\ncaused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP
\nnumbers in notices of repurchase or conversion as a convenience to Holders. No
\nrepresentation is made as to the accuracy of such numbers either as printed on
\nthe Notes or as contained in any notice of repurchase or conversion, and
\nreliance may be placed only on the other identification numbers placed thereon.\n<\/p>\n<\/p>\n

(16) Governing law<\/strong>. THE INTERNAL LAW OF THE STATE OF NEW
\nYORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT
\nGIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
\nTHE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.\n<\/p>\n<\/p>\n

A-7<\/p>\n<\/p>\n<\/p>\n<\/p>\n

ASSIGNMENT FORM<\/strong><\/p>\n<\/p>\n

To assign this Note, fill in the form below:<\/p>\n<\/p>\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

(I) or (we) assign and transfer this Note to<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

(Insert assignee153s legal name)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(Insert assignee153s soc. sec. or tax I.D. No.)<\/p>\n<\/p>\n

(Print or type assignee153s name, address and zip code)<\/p>\n<\/p>\n

and irrevocably appoint to transfer this Note on the books of the Company.
\nThe agent may substitute another to act for him.<\/p>\n<\/p>\n

Date:<\/p>\n<\/p>\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Your Signature:<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

(Sign exactly as your name appears on the face of this Note)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Guarantee*: <\/u><\/p>\n<\/p>\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

*<\/p>\n<\/td>\n

\n<\/td>\n\n

Participant in a recognized Signature Guarantee Medallion Program (or other
\nsignature guarantor acceptable to the Trustee).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-8<\/p>\n<\/p>\n<\/p>\n<\/p>\n

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
\nNOTE<\/strong><\/p>\n<\/p>\n

The following exchanges of a part of this Global Note for an interest in
\nanother Global Note or for a Definitive Note, or exchanges of a part of another
\nGlobal Note or Definitive Note for an interest in this Global Note, have been
\nmade:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

Principal<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Amount of<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

Amount of<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

amount of this<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

Signature of<\/strong><\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

decrease in<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

increase in<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

Global Note<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

authorized<\/strong><\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

principal<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

principal<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

following such<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

officer of<\/strong><\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

amount of this<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

amount of this<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

decrease (or<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

Trustee or Notes<\/strong><\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Date of exchange<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

Global Note<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

Global Note<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

increase)<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

Custodian<\/strong><\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-9<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Exhibit B<\/strong><\/p>\n<\/p>\n

FORM OF CONVERSION NOTICE<\/strong><\/p>\n<\/p>\n

Ciena Corporation<\/p>\n<\/p>\n

The Bank of New York Mellon Trust Company, N.A.<\/p>\n<\/p>\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Re:<\/p>\n<\/td>\n

\n<\/td>\n\n

3.75% Convertible Senior Notes due 2018
\nCONVERSION NOTICE (CUSIP 171779 AG6)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Reference is hereby made to the Indenture, dated as of October 18, 2010 (the
\n“Indenture<\/strong>“), between Ciena Corporation, as issuer (the
\n“Company<\/strong>“), and The Bank of New York Mellon Trust Company,
\nN.A., as trustee (the “Trustee<\/strong>“). Capitalized terms used but
\nnot defined herein shall have the meanings given to them in the Indenture.<\/p>\n<\/p>\n

(the “Owner<\/strong>“) owns and proposes to convert the Note[s] or
\ninterest in such Note[s] specified herein, in the principal amount of $ in such
\nNote[s] or interests (the “Conversion<\/strong>“) pursuant to Article 6
\nof the Indenture. In connection with the Conversion, the Owner hereby certifies
\nthat, as Owner of this Note, he\/she hereby irrevocably exercises the option to
\nconvert this Note, or such portion of this Note in the principal amount
\ndesignated above into the number of shares of Common Stock of the Company equal
\nto (x) the aggregate principal amount of Notes to be converted divided by
\n<\/em>1,000 multiplied by (y) the Conversion Rate in effect on the Conversion
\nDate. The Owner directs that such shares, together with a check in payment for
\nany fractional shares and any Notes representing any unconverted principal
\namount hereof, be delivered to and be registered in the name of the undersigned
\nunless a different name has been indicated below. If shares of Common Stock or
\nNotes are to be registered in the name of a Person other than the undersigned,
\n(a) the undersigned will pay all transfer taxes payable with respect thereto and
\n(b) signature(s) must be guaranteed by an eligible guarantor institution with
\nmembership in an approved signature guarantee program pursuant to Rule 17Ad-15
\nunder the Securities Exchange Act of 1934. Any amount required to be paid by the
\nundersigned on account of interest accompanies this Note.<\/p>\n<\/p>\n

Dated: <\/u><\/p>\n<\/p>\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Signature(s)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-1<\/p>\n<\/p>\n<\/p>\n<\/p>\n

If shares of Common Stock or Notes are to be registered in the name of a
\nPerson other than the Holder, please print such Person153s name and address:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

(Name)<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

(Address)<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Social Security or other Identification Number,
\nif any.<\/p>\n<\/p>\n

[Signature Guaranteed]<\/p>\n<\/p>\n

If only a portion of a Definitive Note is to be converted, please indicate:\n<\/p>\n<\/p>\n

1. Principal amount to be converted: $ <\/u><\/p>\n<\/p>\n

2. Principal amount and denomination of Notes representing unpurchased
\nprincipal amount to be issued:<\/p>\n<\/p>\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Amount: $<\/p>\n<\/td>\n

\n<\/td>\n\n

Denominations: $<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

($2,000 or any integral multiple of $1,000 in excess thereof, provided
\nthat <\/em>the unconverted portion of such principal amount is $2,000 or any
\nintegral multiple of $1,000 in excess thereof.)<\/p>\n<\/p>\n

B-2<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Exhibit C<\/strong><\/p>\n<\/p>\n

FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE<\/strong>\n<\/p>\n<\/p>\n

TO: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Paying Agent<\/p>\n<\/p>\n

The undersigned registered owner of this Note hereby irrevocably acknowledges
\nreceipt of a notice from Ciena Corporation (the “Company<\/strong>“) as
\nto the occurrence of a Fundamental Change with respect to the Company and
\nrequests and instructs the Company to repurchase for cash, at a price equal to
\n100% of the aggregate principal amount thereof plus accrued and unpaid interest,
\nif any, to but not including the Fundamental Change Repurchase Date to the
\nregistered holder hereof; provided <\/em>that if the Fundamental Change
\nRepurchase Date falls after a Regular Record Date and on or prior to the
\ncorresponding Interest Payment Date, in which case the Company shall pay the
\nfull amount of accrued and unpaid interest payable on such Interest Payment Date
\nto the Holder of record at the close of business on the corresponding Regular
\nRecord Date. Capitalized terms used herein but not defined shall have the
\nmeanings ascribed to such terms in the Indenture.<\/p>\n<\/p>\n

Dated:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Signature(s)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

NOTICE: The above signatures of the holder(s) hereof must correspond with the
\nname as written upon the face of the Note in every particular without alteration
\nor enlargement or any change whatever.<\/p>\n<\/p>\n

Certificate numbers of the Notes (if applicable):<\/p>\n<\/p>\n

Principal amount to be repurchased (if less than all):<\/p>\n<\/p>\n

Social Security or Other Taxpayer Identification Number:<\/p>\n<\/p>\n

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