{"id":41065,"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-digital-river-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indenture-digital-river-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/indenture-digital-river-inc.html","title":{"rendered":"Indenture – Digital River Inc."},"content":{"rendered":"

DIGITAL RIVER, INC.,<\/p>\n

\n

as Issuer<\/p>\n

\n

AND<\/p>\n

\n

WELLS FARGO BANK, NATIONAL ASSOCIATION,<\/p>\n

\n

as Trustee<\/p>\n

\n

INDENTURE<\/p>\n

\n

Dated as of November 1, 2010<\/p>\n

\n

2.00% Convertible Senior Notes due 2030<\/p>\n

\n

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

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

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

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

\n

Definitions; Interpretations<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

1.01.<\/p>\n<\/td>\n

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

Definitions<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

1.02.<\/p>\n<\/td>\n

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

References to Interest<\/em><\/p>\n<\/td>\n

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

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

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

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

\n

Issue, Description, Execution, Registration and Exchange of
\nNotes<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

2.01.<\/p>\n<\/td>\n

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

Designation and Amount<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

2.02.<\/p>\n<\/td>\n

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

Form of Notes<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

2.03.<\/p>\n<\/td>\n

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

Date and Denomination of Notes; Payments of Interest.<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

2.04.<\/p>\n<\/td>\n

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

Execution, Authentication and Delivery of Notes<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

2.05.<\/p>\n<\/td>\n

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

Exchange and Registration of Transfer of Notes; Restrictions on Transfer;
\nDepositary<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

2.06.<\/p>\n<\/td>\n

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

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

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

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

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

Section<\/p>\n<\/td>\n

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

2.07.<\/p>\n<\/td>\n

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

Temporary Notes<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

2.08.<\/p>\n<\/td>\n

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

Cancellation of Notes Paid, Etc.<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

2.09.<\/p>\n<\/td>\n

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

CUSIP and ISIN Numbers<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

2.10.<\/p>\n<\/td>\n

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

Additional Notes; Purchases<\/em><\/p>\n<\/td>\n

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

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

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

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

\n

Satisfaction and Discharge<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

3.01.<\/p>\n<\/td>\n

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

Satisfaction and Discharge<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

3.02.<\/p>\n<\/td>\n

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

Deposited Monies To Be Held In Trust<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

3.03.<\/p>\n<\/td>\n

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

Return Of Unclaimed Monies<\/em><\/p>\n<\/td>\n

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

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

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

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

\n

Particular Covenants of the Company<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

4.01.<\/p>\n<\/td>\n

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

Payment of Principal and Interest<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

4.02.<\/p>\n<\/td>\n

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

Corporate Existence<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

4.03.<\/p>\n<\/td>\n

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

Rule 144A Information Requirement and Reports<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

4.04.<\/p>\n<\/td>\n

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

Compliance Certificate<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

4.05.<\/p>\n<\/td>\n

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

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

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

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

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

Section<\/p>\n<\/td>\n

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

4.06.<\/p>\n<\/td>\n

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

Paying Agents<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

4.07.<\/p>\n<\/td>\n

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

Appointment to Fill Vacancy in Office of Trustee<\/em><\/p>\n<\/td>\n

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

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

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

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

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

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

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

\n

Holders153 Lists and Reports by the Company and the Trustee<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

5.01.<\/p>\n<\/td>\n

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

Company to Furnish Trustee Names and Addresses of Holders<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

5.02.<\/p>\n<\/td>\n

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

Preservation Of Information; Communications With Holders<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

5.03.<\/p>\n<\/td>\n

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

Reports by the Trustee<\/em><\/p>\n<\/td>\n

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

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

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

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

\n

Default and Remedies<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

6.01.<\/p>\n<\/td>\n

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

Events of Default<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

6.02.<\/p>\n<\/td>\n

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

Acceleration of Maturity; Rescission and Annulment<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

6.03.<\/p>\n<\/td>\n

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

Other Remedies<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

6.04.<\/p>\n<\/td>\n

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

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

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

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

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

Section<\/p>\n<\/td>\n

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

6.05.<\/p>\n<\/td>\n

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

Control by Majority<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

6.06.<\/p>\n<\/td>\n

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

Limitation On Suit<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

6.07.<\/p>\n<\/td>\n

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

Unconditional Rights of Holders to Receive Payment and to Convert<\/em>\n<\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

6.08.<\/p>\n<\/td>\n

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

Collection of Indebtedness and Suits For Enforcement By the Trustee<\/em>\n<\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

6.09.<\/p>\n<\/td>\n

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

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

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

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

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

Section<\/p>\n<\/td>\n

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

6.10.<\/p>\n<\/td>\n

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

Restoration of Rights and Remedies<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

6.11.<\/p>\n<\/td>\n

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

Rights and Remedies Cumulative<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

6.12.<\/p>\n<\/td>\n

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

Delay or Omission Not Waiver<\/em><\/p>\n<\/td>\n

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

38<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

6.13.<\/p>\n<\/td>\n

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

Application of Money Collected<\/em><\/p>\n<\/td>\n

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

38<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

6.14.<\/p>\n<\/td>\n

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

Undertaking For Costs<\/em><\/p>\n<\/td>\n

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

38<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

6.15.<\/p>\n<\/td>\n

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

Waiver of Stay or Extension Laws<\/em><\/p>\n<\/td>\n

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

39<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

6.16.<\/p>\n<\/td>\n

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

Notice of Default<\/em><\/p>\n<\/td>\n

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

39<\/p>\n<\/td>\n

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

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

\n

Concerning the Trustee<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

7.01.<\/p>\n<\/td>\n

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

Certain Duties and Responsibilities of Trustee<\/em><\/p>\n<\/td>\n

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

39<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

7.02.<\/p>\n<\/td>\n

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

Certain Rights of Trustee<\/em><\/p>\n<\/td>\n

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

41<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

7.03.<\/p>\n<\/td>\n

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

Trustee Not Responsible for Recitals or Issuance or Notes<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

7.04.<\/p>\n<\/td>\n

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

May Hold Notes<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

7.05.<\/p>\n<\/td>\n

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

Moneys Held in Trust<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

7.06.<\/p>\n<\/td>\n

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

Compensation and Reimbursement<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

7.07.<\/p>\n<\/td>\n

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

Reliance on Officers153 Certificate and Opinions<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

7.08.<\/p>\n<\/td>\n

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

Corporate Trustee Required; Eligibility<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

7.09.<\/p>\n<\/td>\n

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

Resignation and Removal; Appointment of Successor<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

7.10.<\/p>\n<\/td>\n

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

Acceptance of Appointment By Successor<\/em><\/p>\n<\/td>\n

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

47<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

7.11.<\/p>\n<\/td>\n

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

Merger, Conversion, Consolidation or Succession to Business<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

7.12.<\/p>\n<\/td>\n

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

Preferential Collection of Claims Against the Company<\/em><\/p>\n<\/td>\n

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

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

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

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

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

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

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

\n

Concerning the Holders<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

8.01.<\/p>\n<\/td>\n

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

Evidence of Action by Holders<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

8.02.<\/p>\n<\/td>\n

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

Proof of Execution by Holders<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

8.03.<\/p>\n<\/td>\n

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

Who May be Deemed Owners<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

8.04.<\/p>\n<\/td>\n

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

Certain Notes Owned by Company Disregarded<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

8.05.<\/p>\n<\/td>\n

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

Actions Binding on Future Holders<\/em><\/p>\n<\/td>\n

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

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

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

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

\n

Amendments; Supplements And Waivers<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

9.01.<\/p>\n<\/td>\n

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

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

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

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

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

Section<\/p>\n<\/td>\n

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

9.02.<\/p>\n<\/td>\n

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

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

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

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

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

Section<\/p>\n<\/td>\n

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

9.03.<\/p>\n<\/td>\n

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

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

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

53<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

9.04.<\/p>\n<\/td>\n

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

Notes Affected by Supplemental Indentures<\/em><\/p>\n<\/td>\n

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

53<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

9.05.<\/p>\n<\/td>\n

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

Execution of Supplemental Indentures<\/em><\/p>\n<\/td>\n

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

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

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

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

\n

Consolidation; Merger; Conveyance; Transfer Or Lease<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

10.01.<\/p>\n<\/td>\n

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

Company May Consolidate, Etc., Only on Certain Terms<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

10.02.<\/p>\n<\/td>\n

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

Successor Substituted<\/em><\/p>\n<\/td>\n

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

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

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

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

\n

Immunity of Incorporators, Stockholders, Officers and
\nDirectors<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

11.01.<\/p>\n<\/td>\n

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

No Recourse<\/em><\/p>\n<\/td>\n

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

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

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

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

\n

Additional Interest<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

12.01.<\/p>\n<\/td>\n

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

Additional Interest<\/em><\/p>\n<\/td>\n

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

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

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

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

\n

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

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

Section<\/p>\n<\/td>\n

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

13.01.<\/p>\n<\/td>\n

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

Conversion Privilege and Conversion Rate<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

13.02.<\/p>\n<\/td>\n

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

Make-Whole Fundamental Change Premium<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

13.03.<\/p>\n<\/td>\n

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

Conversion Procedure<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

13.04.<\/p>\n<\/td>\n

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

Fractional Shares<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

13.05.<\/p>\n<\/td>\n

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

Taxes on Conversion<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

13.06.<\/p>\n<\/td>\n

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

Company to Provide Common Stock<\/em><\/p>\n<\/td>\n

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

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

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

Section<\/p>\n<\/td>\n

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

13.07.<\/p>\n<\/td>\n

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

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

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

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

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

Section<\/p>\n<\/td>\n

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

13.08.<\/p>\n<\/td>\n

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

When No Adjustment is Required<\/em><\/p>\n<\/td>\n

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

72<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

13.09.<\/p>\n<\/td>\n

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

Notice of Adjustment<\/em><\/p>\n<\/td>\n

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

72<\/p>\n<\/td>\n

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

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

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

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

Section<\/p>\n<\/td>\n

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

13.10.<\/p>\n<\/td>\n

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

Notice of Certain Transactions<\/em><\/p>\n<\/td>\n

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

73<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

13.11.<\/p>\n<\/td>\n

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

Effect of Reclassification, Consolidation, Merger or Sale On Conversion
\nPrivilege<\/em><\/p>\n<\/td>\n

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

73<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

13.12.<\/p>\n<\/td>\n

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

Trustee153s Disclaimer<\/em><\/p>\n<\/td>\n

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

74<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

13.13.<\/p>\n<\/td>\n

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

Voluntary Increase; NASDAQ Compliance<\/em><\/p>\n<\/td>\n

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

74<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

13.14.<\/p>\n<\/td>\n

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

Rights Plan<\/em><\/p>\n<\/td>\n

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

75<\/p>\n<\/td>\n

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

ARTICLE 14<\/p>\n<\/td>\n<\/tr>\n

\n

Repurchase of Notes at Option of Holders<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

14.01.<\/p>\n<\/td>\n

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

Repurchase at Option of Holders<\/em><\/p>\n<\/td>\n

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

75<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

14.02.<\/p>\n<\/td>\n

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

Withdrawal of Repurchase Notice<\/em><\/p>\n<\/td>\n

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

77<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

14.03.<\/p>\n<\/td>\n

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

Deposit of Repurchase Price<\/em><\/p>\n<\/td>\n

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

78<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

14.04.<\/p>\n<\/td>\n

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

Repayment To The Company<\/em><\/p>\n<\/td>\n

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

79<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

14.05.<\/p>\n<\/td>\n

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

Notes Repurchased In Part<\/em><\/p>\n<\/td>\n

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

79<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

14.06.<\/p>\n<\/td>\n

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

Covenant to Comply with Applicable Laws Upon Repurchase of Notes<\/em>\n<\/p>\n<\/td>\n

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

79<\/p>\n<\/td>\n

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

ARTICLE 15<\/p>\n<\/td>\n<\/tr>\n

\n

Optional Redemption<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

15.01.<\/p>\n<\/td>\n

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

Optional Redemption<\/em><\/p>\n<\/td>\n

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

79<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

15.02.<\/p>\n<\/td>\n

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

Notice of Optional Redemption; Selection of Notes<\/em><\/p>\n<\/td>\n

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

80<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

15.03.<\/p>\n<\/td>\n

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

Payment of Notes Called for Redemption<\/em><\/p>\n<\/td>\n

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

81<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

15.04.<\/p>\n<\/td>\n

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

Restrictions on Redemption<\/em><\/p>\n<\/td>\n

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

82<\/p>\n<\/td>\n

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

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

\n

Repurchase Of Notes Upon a Fundamental Change<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

16.01.<\/p>\n<\/td>\n

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

Repurchase of Notes at Option of the Holder Upon a Fundamental
\nChange<\/em><\/p>\n<\/td>\n

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

82<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

16.02.<\/p>\n<\/td>\n

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

Withdrawal of Fundamental Change Repurchase Notice<\/em><\/p>\n<\/td>\n

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

85<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

16.03.<\/p>\n<\/td>\n

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

Deposit of Fundamental Change Repurchase Price<\/em><\/p>\n<\/td>\n

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

85<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

16.04.<\/p>\n<\/td>\n

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

Repayment to the Company<\/em><\/p>\n<\/td>\n

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

86<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

16.05.<\/p>\n<\/td>\n

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

Notes Repurchased In Part<\/em><\/p>\n<\/td>\n

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

86<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

16.06.<\/p>\n<\/td>\n

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

Covenant to Comply with Applicable Laws Upon Repurchase of Notes<\/em>\n<\/p>\n<\/td>\n

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

86<\/p>\n<\/td>\n

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

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

\n

Meeting Of Holders Of Notes<\/p>\n<\/td>\n<\/tr>\n

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

Section<\/p>\n<\/td>\n

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

17.01.<\/p>\n<\/td>\n

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

Purposes For Which Meetings May Be Called<\/em><\/p>\n<\/td>\n

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

87<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

17.02.<\/p>\n<\/td>\n

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

Call Notice and Place of Meetings<\/em><\/p>\n<\/td>\n

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

87<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

17.03.<\/p>\n<\/td>\n

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

Persons Entitled to Vote at Meetings<\/em><\/p>\n<\/td>\n

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

88<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

17.04.<\/p>\n<\/td>\n

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

Quorum; Action<\/em><\/p>\n<\/td>\n

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

88<\/p>\n<\/td>\n

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

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

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

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

Section<\/p>\n<\/td>\n

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

17.05.<\/p>\n<\/td>\n

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

Determination of Voting Rights; Conduct and Adjournment of Meetings<\/em>\n<\/p>\n<\/td>\n

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

88<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

17.06.<\/p>\n<\/td>\n

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

Counting Votes and Recording Action of Meetings<\/em><\/p>\n<\/td>\n

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

89<\/p>\n<\/td>\n

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

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

\n

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

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

Section<\/p>\n<\/td>\n

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

18.01.<\/p>\n<\/td>\n

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

Provisions Binding on Company153s Successors<\/em><\/p>\n<\/td>\n

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

90<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.02.<\/p>\n<\/td>\n

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

Official Acts by Successor<\/em><\/p>\n<\/td>\n

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

90<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.03.<\/p>\n<\/td>\n

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

Notices<\/em><\/p>\n<\/td>\n

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

90<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.04.<\/p>\n<\/td>\n

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

Governing Law<\/em><\/p>\n<\/td>\n

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

90<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.05.<\/p>\n<\/td>\n

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

Evidence of Compliance with Conditions Precedent; Certificates and
\nOpinions of Counsel to Trustee<\/em><\/p>\n<\/td>\n

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

90<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.06.<\/p>\n<\/td>\n

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

Legal Holidays<\/em><\/p>\n<\/td>\n

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

91<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.07.<\/p>\n<\/td>\n

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

No Security Interest Created<\/em><\/p>\n<\/td>\n

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

91<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.08.<\/p>\n<\/td>\n

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

Benefits of Indenture<\/em><\/p>\n<\/td>\n

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

91<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.09.<\/p>\n<\/td>\n

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

Table of Contents, Headings, Etc.<\/em><\/p>\n<\/td>\n

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

91<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.10.<\/p>\n<\/td>\n

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

Execution in Counterparts<\/em><\/p>\n<\/td>\n

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

92<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.11.<\/p>\n<\/td>\n

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

Severability<\/em><\/p>\n<\/td>\n

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

92<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.12.<\/p>\n<\/td>\n

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

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

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

92<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.13.<\/p>\n<\/td>\n

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

Consent to Jurisdiction<\/em><\/p>\n<\/td>\n

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

92<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.14.<\/p>\n<\/td>\n

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

Force Majeure<\/em><\/p>\n<\/td>\n

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

93<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.15.<\/p>\n<\/td>\n

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

Calculations<\/em><\/p>\n<\/td>\n

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

93<\/p>\n<\/td>\n

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

Section<\/p>\n<\/td>\n

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

18.16.<\/p>\n<\/td>\n

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

U.S.A. Patriot Act<\/em><\/p>\n<\/td>\n

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

93<\/p>\n<\/td>\n

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

Exhibit A : Form of Note<\/p>\n<\/p>\n

v<\/p>\n

\n

\n

INDENTURE dated as of November 1, 2010 between Digital River, Inc., a
\nDelaware corporation, as issuer (the “Company<\/strong>“) and Wells Fargo
\nBank, National Association, a national banking association, as trustee (the
\n“Trustee<\/strong>“).<\/p>\n<\/p>\n

WITNESSETH:<\/p>\n

\n

WHEREAS, for its lawful corporate purposes, the Company has duly authorized
\nthe issue of its 2.00% Convertible Senior Notes due 2030 (the
\n“Notes<\/strong>“), initially in an aggregate principal amount not to
\nexceed $345,000,000, and in order to provide the terms and conditions upon which
\nthe Notes are to be authenticated, issued and delivered, the Company has duly
\nauthorized the execution and delivery of this Indenture;<\/p>\n<\/p>\n

WHEREAS, the Form of Note, the certificate of authentication to be borne by
\neach Note, the Form of Notice of Conversion, the Form of Fundamental Change
\nRepurchase Notice, the Form of Repurchase Date Repurchase Notice and the Form of
\nAssignment and Transfer to be borne by the Notes are to be substantially in the
\nforms hereinafter provided; and<\/p>\n<\/p>\n

WHEREAS, all acts and things necessary to make the Notes, when executed by
\nthe Company and authenticated and delivered by the Trustee or a duly authorized
\nauthenticating agent, as in this Indenture provided, the valid, binding and
\nlegal obligations of the Company, and to constitute these presents a valid
\nagreement according to its terms, have been done and performed, and the
\nexecution of this Indenture and the issue hereunder of the Notes have in all
\nrespects been duly authorized.<\/p>\n<\/p>\n

NOW, THEREFORE, THIS INDENTURE WITNESSETH:<\/p>\n<\/p>\n

That in order to declare the terms and conditions upon which the Notes are,
\nand are to be, authenticated, issued and delivered, and in consideration of the
\npremises and of the purchase and acceptance of the Notes by the Holders thereof,
\nthe Company covenants and agrees with the Trustee for the equal and
\nproportionate benefit of the respective Holders from time to time of the Notes
\n(except as otherwise provided below), as follows:<\/p>\n<\/p>\n

ARTICLE 1<\/p>\n

\n

Definitions; Interpretations<\/p>\n

\n

Section 1.01. Definitions. <\/em>The terms defined in this Section 1.01
\n(except as herein otherwise expressly provided or unless the context otherwise
\nrequires) for all purposes of this Indenture and of any indenture supplemental
\nhereto shall have the respective meanings specified in this Section 1.01. All
\nother terms used in this Indenture that are defined in the Trust Indenture Act
\nor that are by<\/p>\n<\/p>\n

1<\/p>\n

\n

\n

reference therein defined in the Securities Act (except as herein otherwise
\nexpressly provided or unless the context otherwise requires) shall have the
\nmeanings assigned to such terms in said Trust Indenture Act and in the
\nSecurities Act as in force at the date of the execution of this Indenture. The
\nwords “herein,” “hereof,” “hereunder,” and words of similar import refer to this
\nIndenture as a whole and not to any particular Article, Section or other
\nsubdivision. The terms defined in this Article include the plural as well as the
\nsingular. Unless otherwise noted, references to “U.S. Dollars” or “$” shall mean
\nthe currency of the United States.<\/p>\n<\/p>\n

“Additional Interest<\/strong>” shall have the meaning specified in
\nSection 12.01(a).<\/p>\n<\/p>\n

“Additional Interest Event<\/strong>” shall have the meaning specified
\nin Section 12.01(a).<\/p>\n<\/p>\n

“Affiliate<\/strong>” of any specified Person means any other Person
\ndirectly or indirectly controlling or controlled by or under direct or indirect
\ncommon control with such specified Person. For the purposes of this definition,
\n“control,” when used with respect to any specified Person means the power to
\ndirect or cause the direction of the management and policies of such Person,
\ndirectly or indirectly, whether through the ownership of voting securities, by
\ncontract or otherwise; and the terms “controlling” and “controlled” have
\nmeanings correlative to the foregoing.<\/p>\n<\/p>\n

“Agent Members<\/strong>” shall have the meaning specified in Section
\n2.05(b).<\/p>\n<\/p>\n

“Applicable Procedures<\/strong>” means, with respect to any
\nconversion, repurchase, transfer or exchange of beneficial ownership interests
\nin a Global Note, the rules and procedures of the Depositary, to the extent
\napplicable to such conversion, transfer or exchange.<\/p>\n<\/p>\n

“Bankruptcy Law<\/strong>” shall have the meaning specified in Section
\n6.01.<\/p>\n<\/p>\n

“Board of Directors<\/strong>” means the Board of Directors of the
\nCompany or any duly authorized committee of such Board.<\/p>\n<\/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
\nsuch certification.<\/p>\n<\/p>\n

“Business Day<\/strong>” means any day other than a Saturday, a Sunday
\nor a day on which the Paying Agent or the Federal Reserve Bank of New York is
\nauthorized or required by law or executive order to close or be closed.<\/p>\n<\/p>\n

2<\/p>\n

\n

\n

“Capital Stock<\/strong>” of any Person means any and all shares,
\ninterests, rights to purchase, warrants, options, participations or other
\nequivalents of or interests in (however designated) the equity of such Person,
\nbut excluding any debt securities convertible into such equity.<\/p>\n<\/p>\n

“Cash<\/strong>” or “cash<\/strong>” means such coin or
\ncurrency of the United States as at any time of payment is legal tender for the
\npayment of public and private debts.<\/p>\n<\/p>\n

“Change of Control<\/strong>” means the occurrence of any of the
\nfollowing events from and after the Issue Date:<\/p>\n<\/p>\n

(i) the acquisition by any “person<\/strong>“, including any syndicate
\nor group deemed to be a “person” under Section 13(d)(3) of the Exchange Act of
\nbeneficial ownership (determined in accordance with the definition of
\n“beneficial owner” in Rule 13d-3 under the Exchange Act), directly or
\nindirectly, through a purchase, merger or other acquisition transaction or
\nseries of transactions of shares of the Company153s Capital Stock entitling that
\nperson to exercise 50% or more of the total voting power of all shares of the
\nCompany153s Voting Stock, other than any acquisition by the Company, any
\nSubsidiary of the Company or any of the Company153s employee benefit plans;<\/p>\n<\/p>\n

(ii) any (A) recapitalization, reclassification or change of the Common Stock
\n(other than changes resulting from a subdivision or combination) as a result of
\nwhich the Common Stock would be converted into, or exchanged for, stock, other
\nsecurities, other property or assets or (B) share exchange with, consolidation
\nwith, or merger with or into, another Person or another Person exchanges its
\nshares of common stock with, consolidates with or merges with or into, the
\nCompany, or (C) conveyance, transfer, sale, lease or other disposition of all or
\nsubstantially all of the Company153s and its Subsidiaries153 properties and assets
\nto another Person; provided <\/em>that any transaction pursuant to which
\nholders of the Company153s Capital Stock immediately prior to the transaction that
\nis a share exchange, consolidation or merger have the entitlement to exercise,
\ndirectly or indirectly, 50% or more of the total voting power of all shares of
\nthe Voting Stock of the continuing or surviving Person immediately after such
\ntransaction in substantially the same proportions as such entitlement
\nimmediately prior to such transaction shall not be a Change of Control pursuant
\nto this clause (ii);<\/p>\n<\/p>\n

(iii) the Company153s stockholders pass a resolution approving a plan of
\nliquidation or dissolution; or<\/p>\n<\/p>\n

(iv) Continuing Directors cease to constitute at least a majority of the
\nBoard of Directors.<\/p>\n<\/p>\n

Notwithstanding anything to the contrary set forth herein, a Change of
\nControl shall be deemed not to have occurred if, in the case of a merger or
\nconsolidation, 100% of the consideration (excluding cash payments for fractional\n<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

shares and cash payments pursuant to dissenters153 appraisal rights) received
\nor to be received in connection with such merger or consolidation constituting a
\nChange of Control consists of shares of common stock traded or quoted on any of
\nThe New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ
\nGlobal Market (or any of their respective successors), or which shall be so
\ntraded or quoted when issued or exchanged in connection with such Change in
\nControl, and as a result of the transaction or transactions the Notes become
\nconvertible solely into such consideration, excluding cash payments for
\nfractional shares and cash payments pursuant to dissenters153 appraisal rights.\n<\/p>\n<\/p>\n

“Clause A Distribution<\/strong>” shall have the meaning specified in
\nSection 13.07(c).<\/p>\n<\/p>\n

“Clause B Distribution<\/strong>” shall have the meaning specified in
\nSection 13.07(c).<\/p>\n<\/p>\n

“Clause C Distribution<\/strong>” shall have the meaning specified in
\nSection 13.07(c).<\/p>\n<\/p>\n

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

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

“Common Stock” <\/strong>means the shares of common stock of the
\nCompany, par value $0.01 per share, as it exists on the date of this Indenture
\nor any other shares of Capital Stock of the Company into which the Common Stock
\nshall be reclassified or changed.<\/p>\n<\/p>\n

“Company<\/strong>” means Digital River, Inc., a corporation duly
\norganized and existing under the laws of the State of Delaware, until a
\nsuccessor Person shall have become such pursuant to the applicable provisions of
\nthis Indenture, and thereafter “Company” shall mean such successor Person.<\/p>\n<\/p>\n

“Company Notice<\/strong>” shall have the meaning specified in Section
\n14.01.<\/p>\n<\/p>\n

“Company Order<\/strong>” means a written order of the Company,
\ndelivered to the Trustee and signed by (a) two Officers of the Company or (b)
\none Officer of the Company and one of the Treasurer, any Assistant Treasurer,
\nthe Secretary, any Assistant Secretary or the Controller of the Company.<\/p>\n<\/p>\n

“Continuing Director<\/strong>” means a director who either was a
\nmember of the Board of Directors on October 25, 2010 or who becomes a member of
\nthe Board of Directors subsequent to that date and whose election, appointment
\nor nomination for election by the stockholders of the Company is duly approved
\nby a majority of the Continuing Directors on the Board of Directors at the time
\nof such approval, either by a specific vote or by approval of the proxy
\nstatement issued by<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

the Company on behalf of the entire Board of Directors in which such
\nindividual is named as nominee for director. Solely for purposes of this
\ndefinition, the phrase “or a committee of such board duly authorized to act for
\nit hereunder” of the definition of Board of Directors shall be disregarded.<\/p>\n<\/p>\n

“Conversion Agent<\/strong>” means the office or agency designated by
\nthe Company pursuant to Section 4.05 where Notes may be presented for
\nconversion.<\/p>\n<\/p>\n

“Conversion Date<\/strong>” shall have the meaning specified in
\nSection 13.03(a).<\/p>\n<\/p>\n

“Conversion Price<\/strong>” per share of Common Stock as of any day
\nmeans the result obtained by dividing (i) $1,000 by (ii) the then applicable
\nConversion Rate.<\/p>\n<\/p>\n

“Conversion Rate<\/strong>” means the rate at which shares of Common
\nStock shall be delivered upon conversion, which rate shall be initially 20.3537
\nshares of Common Stock for each $1,000 principal amount of Notes, as adjusted
\nfrom time to time pursuant to the provisions of this Indenture.<\/p>\n<\/p>\n

“Corporate Trust Office<\/strong>” means the office of the Trustee at
\nwhich, at any particular time, its corporate trust business shall be principally
\nadministered, which office at the date hereof is located at Wells Fargo Bank,
\nNational Association, N9311-110, 625 Marquette Avenue, Minneapolis, MN 55479.\n<\/p>\n<\/p>\n

“Custodian<\/strong>” means the Trustee, as custodian for DTC, with
\nrespect to the Global Notes, or any successor entity thereto.<\/p>\n<\/p>\n

“Default<\/strong>” means any event, act or condition that with notice
\nor lapse of time, or both, would constitute an Event of Default.<\/p>\n<\/p>\n

“Defaulted Interest<\/strong>” means any interest on any Note that is
\npayable, but is not punctually paid or duly provided for, on any May 1 or
\nNovember 1.<\/p>\n<\/p>\n

“Depositary<\/strong>” means, with respect to the Global Notes, the
\nPerson specified in Section 2.05(c) as the Depositary with respect to such
\nNotes, until a successor shall have been appointed and become such pursuant to
\nthe applicable provisions of this Indenture, and thereafter, “Depositary” shall
\nmean or include such successor.<\/p>\n<\/p>\n

“DTC<\/strong>” shall have the meaning specified in Section 2.05(c).\n<\/p>\n<\/p>\n

“Event of Default<\/strong>” shall have the meaning specified in
\nSection 6.01.<\/p>\n<\/p>\n

“Ex-Dividend Date<\/strong>” means, in respect of an issuance, a
\ndividend or distribution to holders of Common Stock, the first date on which
\nshares of Common Stock trade on the applicable exchange or in the applicable
\nmarket,<\/p>\n<\/p>\n

5<\/p>\n

\n

\n

regular way, without the right to receive such issuance, dividend or
\ndistribution in question.<\/p>\n<\/p>\n

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

“Expiration Date<\/strong>” shall have the meaning specified in
\nSection 13.07(e).<\/p>\n<\/p>\n

“Expiration Time<\/strong>” shall have the meaning specified in
\nSection 13.07(e).<\/p>\n<\/p>\n

“Form of Assignment and Transfer<\/strong>” shall mean the “Form of
\nAssignment and Transfer” attached as Attachment 4 to the Form of Note attached
\nhereto as Exhibit A.<\/p>\n<\/p>\n

“Form of Fundamental Change Repurchase Notice<\/strong>” shall mean
\nthe “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to
\nthe Form of Note attached hereto as Exhibit A.<\/p>\n<\/p>\n

“Form of Note<\/strong>” shall mean the “Form of Note” attached hereto
\nas Exhibit A.<\/p>\n<\/p>\n

“Form of Notice of Conversion<\/strong>” shall mean the “Form of
\nNotice of Conversion” attached as Attachment 1 to the Form of Note attached
\nhereto as Exhibit A.<\/p>\n<\/p>\n

“Form of Repurchase Date Repurchase Notice<\/strong>” shall mean the
\n“Form of Repurchase Date Repurchase Notice” attached as Attachment 3 to the Form
\nof Note attached hereto as Exhibit A.<\/p>\n<\/p>\n

“Fundamental Change<\/strong>” means the occurrence of either a Change
\nof Control or a Termination of Trading.<\/p>\n<\/p>\n

“Fundamental Change Company Notice<\/strong>” shall have the meaning
\nspecified in Section 16.01(b).<\/p>\n<\/p>\n

“Fundamental Change Effective Date<\/strong>” means the date on which
\nany Fundamental Change becomes effective.<\/p>\n<\/p>\n

“Fundamental Change Repurchase Date<\/strong>” shall have the meaning
\nspecified in Section 16.01(a).<\/p>\n<\/p>\n

“Fundamental Change Repurchase Notice<\/strong>” shall have the
\nmeaning specified in Section 16.01(c)(i).<\/p>\n<\/p>\n

“Fundamental Change Repurchase Price<\/strong>” of any Note, means
\n100% of the principal amount of the Note to be repurchased plus unpaid interest,
\nif any,<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

accrued and unpaid to, but excluding, the Fundamental Change Repurchase Date;
\nprovided <\/em>that if the Fundamental Change Repurchase Date is after a
\nRegular Record Date and on or prior to the corresponding Interest Payment Date,
\nthe Fundamental Change Repurchase Price shall not include any accrued and unpaid
\ninterest.<\/p>\n<\/p>\n

“Global Note<\/strong>” shall have the meaning specified in Section
\n2.05(b).<\/p>\n<\/p>\n

“Holder<\/strong>” or “Holder of a Note<\/strong>” means the
\nperson in whose name a Note is registered on the Note Registrar153s books.<\/p>\n<\/p>\n

“Indenture<\/strong>” means this instrument as originally executed or,
\nif amended or supplemented as herein provided, as so amended or supplemented.\n<\/p>\n<\/p>\n

“Initial Purchasers<\/strong>” means Merrill Lynch, Pierce, Fenner
\n& Smith Incorporated, Morgan Stanley & Co. Incorporated and Piper
\nJaffray & Co.<\/p>\n<\/p>\n

“Interest Payment Date<\/strong>” means each May 1 and November 1 of
\neach year, beginning on May 1, 2011; provided<\/em>, however<\/em>, that
\nif any Interest Payment Date falls on a date that is not a Business Day, such
\npayment of interest shall be postponed until the next succeeding Business Day,
\nand no interest or other amount shall be paid as a result of such postponement.\n<\/p>\n<\/p>\n

“Issue Date<\/strong>” of any Note means the date on which the Note
\nwas originally issued or deemed issued as set forth on the face of the Note.\n<\/p>\n<\/p>\n

“Last Reported Sale Price<\/strong>” of the Common Stock on any date
\nmeans the closing sale price per share of the Common Stock (or if no closing
\nsale price is reported, the average of the bid and ask prices per share or, if
\nmore than one in either case, the average of the average bid and the average ask
\nprices per share) on such date reported in composite transactions for the
\nprimary exchange or quotation system on which the Common Stock is then traded or
\nquoted. If the Common Stock is not so traded or quoted on such date, the “Last
\nReported Sale Price” shall be the last quoted bid price for the Common Stock in
\nthe over-the-counter market on the relevant date as reported by Pink OTC Markets
\nInc. or a similar organization. If the Common Stock is not so quoted, the “Last
\nReported Sale Price” shall be the average of the mid-point of the last bid and
\nask prices for the Common Stock on such date from each of at least three
\nnationally recognized independent investment banking firms selected by the
\nCompany for this purpose.<\/p>\n<\/p>\n

“Make-Whole Fundamental Change<\/strong>” means any Fundamental Change
\nas described in the definition thereof, and determined after giving effect to
\nany exceptions or exclusions to such definition or any other definition
\nincorporated in such definition, but without regard to the proviso in clause
\n(ii) of the definition of Change of Control.<\/p>\n<\/p>\n

7<\/p>\n

\n

\n

“Make-Whole Fundamental Change Effective Date<\/strong>” means the
\ndate on which any Make-Whole Fundamental Change becomes effective.<\/p>\n<\/p>\n

“Make-Whole Fundamental Change Notice<\/strong>” shall have the
\nmeaning specified in Section 13.01(h).<\/p>\n<\/p>\n

“Make-Whole Fundamental Change Premium<\/strong>” shall have the
\nmeaning specified in Section 13.02.<\/p>\n<\/p>\n

“Market Disruption Event<\/strong>” means (a) a failure by the primary
\nexchange or quotation system on which the Common Stock trades or is quoted to
\nopen for trading during its regular trading session or (b) the occurrence or
\nexistence, prior to 1:00 p.m., New York City time, on any Trading Day for the
\nCommon Stock, of an aggregate one half-hour period of any suspension or
\nlimitation imposed on trading (by reason of movements in price exceeding limits
\npermitted by the stock exchange or otherwise) in the Common Stock or in any
\noptions, contracts or future contracts relating to the Common Stock.<\/p>\n<\/p>\n

“Maturity Date<\/strong>” means November 1, 2030.<\/p>\n<\/p>\n

“Note<\/strong>” or “Notes<\/strong>” shall have the meaning
\nspecified in the first “Whereas” clause of this Indenture.<\/p>\n<\/p>\n

“Note Register<\/strong>” shall have the meaning specified in Section
\n2.05(a).<\/p>\n<\/p>\n

“Note Registrar<\/strong>” shall have the meaning specified in Section
\n2.05(a).<\/p>\n<\/p>\n

“Offering Memorandum<\/strong>” means the final offering memorandum
\ndated October 26, 2010, relating to the offering and sale of the Notes pursuant
\nto the Purchase Agreement.<\/p>\n<\/p>\n

“Officer<\/strong>” means, with respect to the Company, the President,
\nthe Chief Executive Officer, the Chief Financial Officer, the Secretary, any
\nExecutive or Senior Vice President or any Vice President (whether or not
\ndesignated by a number or numbers or word or words added before or after the
\ntitle “Vice President”).<\/p>\n<\/p>\n

“Officers153 Certificate<\/strong>,” when used with respect to the
\nCompany, means a certificate that is delivered to the Trustee and that is signed
\nby (a) two Officers of the Company or (b) one Officer of the Company and one of
\nthe Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary
\nor the Controller of the Company. Each such certificate shall include the
\nstatements provided for in Section 18.05 if and to the extent required by the
\nprovisions of such Section. One of the Officers giving an Officers153 Certificate
\npursuant to Section 4.04 shall be the principal executive, financial or
\naccounting officer of the Company.<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

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

“Opinion of Counsel<\/strong>” means a written opinion, subject to
\ncustomary exceptions, from legal counsel who is reasonably acceptable to the
\nTrustee that is delivered to the Trustee in accordance with the terms hereof.
\nThe counsel may be an employee of or counsel to the Company or the Trustee. Each
\nsuch opinion shall include the statements provided for in Section 18.05 if and
\nto the extent required by the provisions thereof.<\/p>\n<\/p>\n

“Optional Redemption<\/strong>” shall have the meaning specified in
\nSection 15.01.<\/p>\n<\/p>\n

“Outstanding<\/strong>,” when used with reference to Notes, shall,
\nsubject to the provisions of Section 8.04, mean, as of any particular time, all
\nNotes authenticated and delivered by the Trustee under this Indenture, except:\n<\/p>\n<\/p>\n

(i) Notes theretofore canceled by the Trustee or accepted by the Trustee for
\ncancellation;<\/p>\n<\/p>\n

(ii) Notes, or portions thereof, that have become due and payable and in
\nrespect of which monies in the necessary amount shall have been deposited in
\ntrust with the Trustee or with any Paying Agent (other than the Company) or
\nshall have been set aside and segregated in trust by the Company (if the Company
\nshall act as its own Paying Agent);<\/p>\n<\/p>\n

(iii) Notes that have been paid pursuant to Section 2.08 or Notes in lieu of
\nwhich, or in substitution for which, other Notes shall have been authenticated
\nand delivered pursuant to the terms of Section 2.06 unless proof satisfactory to
\nthe Trustee is presented that any such Notes are held by protected purchasers in
\ndue course;<\/p>\n<\/p>\n

(iv) Notes converted pursuant to Article 13 and required to be canceled
\npursuant to Section 2.08; and<\/p>\n<\/p>\n

(v) Notes repurchased by the Company pursuant to the penultimate sentence of
\nSection 2.10.<\/p>\n<\/p>\n

“Paying Agent<\/strong>” means the office or agency designated by the
\nCompany pursuant to Section 4.05 where Notes may be presented for payment.<\/p>\n<\/p>\n

“Person<\/strong>” or “person<\/strong>” means any individual,
\ncorporation, partnership, limited liability company, joint venture, association,
\njoint-stock company, trust, unincorporated organization, government or any
\nagency or political subdivision thereof or any syndicate or group that would be
\ndeemed to be a “person” under Section 13(d)(3) of the Exchange Act or any other
\nentity.<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

“Physical Notes<\/strong>” means certificated Notes in registered form
\nissued in denominations of $2,000 principal amount and greater integral
\nmultiples of $1,000.<\/p>\n<\/p>\n

“Predecessor Note<\/strong>” of any particular Note means every
\nprevious Note evidencing all or a portion of the same debt as that evidenced by
\nsuch particular Note; and, for the purposes of this definition, any Note
\nauthenticated and delivered under Section 2.06 in lieu of or in exchange for a
\nmutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
\ndebt as the mutilated, lost, destroyed or stolen Note that it replaces.<\/p>\n<\/p>\n

“Purchase Agreement<\/strong>” means that certain Purchase Agreement,
\ndated as of October 26, 2010, among the Company and the Initial Purchasers.<\/p>\n<\/p>\n

“Record Date<\/strong>” means, with respect to any dividend,
\ndistribution or other transaction or event in which the holders of Common Stock
\n(or other applicable security) have the right to receive any cash, securities or
\nother property or in which the Common Stock (or other applicable security) is
\nexchanged for or converted into any combination of cash, securities or other
\nproperty, the date fixed for determination of holders of the Common Stock (or
\nother applicable security) entitled to receive such cash, securities or other
\nproperty (whether such date is fixed by the Board of Directors, by statute, by
\ncontract or otherwise).<\/p>\n<\/p>\n

“Receiver<\/strong>” shall have the meaning specified in Section 6.01.\n<\/p>\n<\/p>\n

“Redemption Date<\/strong>” shall have the meaning specified in
\nSection 15.02.<\/p>\n<\/p>\n

“Redemption Notice<\/strong>” shall have the meaning specified in
\nSection 15.02 .<\/p>\n<\/p>\n

“Redemption Price<\/strong>” shall have the meaning specified in
\nSection 15.01.<\/p>\n<\/p>\n

“Reference Property<\/strong>” shall have the meaning specified in
\nSection 13.11.<\/p>\n<\/p>\n

“Regular Record Date<\/strong>” means, with respect to any Interest
\nPayment Date, the April 15 or October 15 (whether or not such day is a Business
\nDay) immediately preceding such Interest Payment Date.<\/p>\n<\/p>\n

“Repurchase Date<\/strong>” shall have the meaning specified in
\nSection 14.01(a).<\/p>\n<\/p>\n

“Repurchase Notice<\/strong>” shall have the meaning specified in
\nSection 14.01(a).<\/p>\n<\/p>\n

“Repurchase Price<\/strong>” shall have the meaning specified in
\nSection 14.01(a).<\/p>\n<\/p>\n

“Resale Restriction Termination Date<\/strong>” shall have the meaning
\nspecified in Section 2.05(c).<\/p>\n<\/p>\n

10<\/p>\n

\n

\n

“Responsible Officer<\/strong>” means any officer within the corporate
\ntrust department of the Trustee, including any vice president, assistant vice
\npresident, assistant secretary, assistant treasurer, trust officer or any other
\nofficer of the Trustee who customarily performs functions similar to those
\nperformed by the Persons who at the time shall be such officers, respectively,
\nor to whom any corporate trust matter is referred because of such Person153s
\nknowledge of and familiarity with the particular subject and who shall have
\ndirect responsibility for the administration of this Indenture.<\/p>\n<\/p>\n

“Restricted Securities<\/strong>” shall have the meaning specified in
\nSection 2.05(c).<\/p>\n<\/p>\n

“Rights<\/strong>” means any common stock or preferred stock purchase
\nright or warrant, as the case may be, that all or substantially all shares of
\nCommon Stock may be entitled to receive under a Rights Plan.<\/p>\n<\/p>\n

“Rights Plan<\/strong>” means any common stock or preferred stock
\nrights plan or any similar plan adopted by the Company after the date hereof.\n<\/p>\n<\/p>\n

“Rule 144<\/strong>” means Rule 144 as promulgated under the
\nSecurities Act.<\/p>\n<\/p>\n

“Rule 144A<\/strong>” means Rule 144A as promulgated under the
\nSecurities Act.<\/p>\n<\/p>\n

“Securities Act<\/strong>” means the Securities Act of 1933, as
\namended, and the rules and regulations promulgated thereunder.<\/p>\n<\/p>\n

“Special Interest<\/strong>” shall have the meaning specified in
\nSection 6.02.<\/p>\n<\/p>\n

“Spin-Off<\/strong>” shall have the meaning specified in Section
\n13.07(c).<\/p>\n<\/p>\n

“Stock Price<\/strong>” means the price paid or deemed to be paid per
\nshare of the Common Stock in connection with a Make-Whole Fundamental Change,
\nsubject to adjustment and as determined pursuant to Section 13.02.<\/p>\n<\/p>\n

“Subsidiary<\/strong>” means, with respect to any Person, any
\ncorporation, association, partnership or other business entity of which more
\nthan 50% of the total voting power of shares of Capital Stock or other interests
\n(including partnership interests) entitled (without regard to the occurrence of
\nany contingency) to vote in the election of directors, managers, general
\npartners or trustees thereof is at the time owned or controlled, directly or
\nindirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of
\nsuch Person; or (iii) one or more Subsidiaries of such Person.<\/p>\n<\/p>\n

“Termination of Trading<\/strong>” means the Common Stock (or other
\ncommon stock into which the Notes are convertible) ceases to be listed or quoted
\non any of<\/p>\n<\/p>\n

11<\/p>\n

\n

\n

The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ
\nGlobal Market (or any of their respective successors).<\/p>\n<\/p>\n

“Trading Day<\/strong>” means a day during which trading in the Common
\nStock generally occurs on the primary exchange or quotation system on which the
\nCommon Stock is then traded or quoted and there is no Market Disruption Event
\nor, if the Common Stock is not then so traded or quoted, on the principal other
\nmarket on which the Common Stock is then traded. If the Common Stock is not so
\ntraded, “Trading Day” means a Business Day.<\/p>\n<\/p>\n

“transfer<\/strong>” shall have the meaning specified in Section
\n2.05(c).<\/p>\n<\/p>\n

“Trigger Event<\/strong>” shall have the meaning specified in Section
\n13.07(c).<\/p>\n<\/p>\n

“Trust Indenture Act<\/strong>” means the Trust Indenture Act of 1939,
\nas amended.<\/p>\n<\/p>\n

“Trustee<\/strong>” means the Person named as the “Trustee” in the
\nfirst paragraph of this Indenture until a successor Trustee shall have become
\nsuch pursuant to the applicable provisions of this Indenture, and thereafter
\n“Trustee” shall mean or include each Person who is then a Trustee hereunder.\n<\/p>\n<\/p>\n

“United States<\/strong>” means the United States of America.<\/p>\n<\/p>\n

“Valuation Period<\/strong>” shall have the meaning specified in
\nSection 13.07(c).<\/p>\n<\/p>\n

“Voting Stock<\/strong>” of a Person means all classes of Capital
\nStock of such Person then outstanding and entitled (without regard to the
\noccurrence of any contingency within the control of such person to satisfy) to
\nvote generally in the election of directors, managers or trustees thereof.<\/p>\n<\/p>\n

Section 1.02. References to Interest. <\/em>Any reference to the payment
\nof interest on, or in respect of, any Note in this Indenture shall be deemed to
\ninclude mention of the payment of Special Interest (if applicable) and
\nAdditional Interest (if applicable) if, in such context, Special Interest and
\nAdditional Interest, as applicable, was, or would be, payable pursuant to
\nSection 6.02 and Section 12.01, respectively. An express mention of the payment
\nof Special Interest (if applicable) or Additional Interest (if applicable) in
\nany provision hereof shall not be construed as excluding Additional Interest or
\nSpecial Interest, as applicable, in those provisions hereof where such express
\nmention is not made.<\/p>\n<\/p>\n

12<\/p>\n

\n

\n

ARTICLE 2<\/p>\n

\n

Issue, Description, Execution, Registration and Exchange of
\nNotes<\/p>\n

\n

Section 2.01. Designation and Amount. <\/em>The Notes shall be designated
\nas the “2.00% Convertible Senior Notes due 2030.” The aggregate principal amount
\nof Notes that may be authenticated and delivered under this Indenture is
\ninitially limited to $345,000,000, subject to Section 2.10 and except for Notes
\nauthenticated and delivered upon registration or transfer of, or in exchange
\nfor, or in lieu of other Notes pursuant to Section 2.05, Section 2.06 and
\nSection 2.07.<\/p>\n<\/p>\n

Section 2.02. Form of Notes. <\/em>The Notes and the Trustee153s certificate
\nof authentication to be borne by such Notes shall be substantially in the
\nrespective forms set forth in Exhibit A, which are incorporated in and made a
\npart of this Indenture.<\/p>\n<\/p>\n

Any of the Notes may have such letters, numbers or other marks of
\nidentification and such notations, legends or endorsements as the Officer
\nexecuting the same may approve (execution thereof to be conclusive evidence of
\nsuch approval) and as are not inconsistent with the provisions of this
\nIndenture, or as may be required to comply with any law or with any rule or
\nregulation made pursuant thereto or with any rule or regulation of any
\nsecurities exchange or automated quotation system on which the Notes may be
\nlisted or designated for issuance, or as may be required by the Custodian or the
\nDepositary, or to conform to usage or to indicate any special limitations or
\nrestrictions to which any particular Notes are subject.<\/p>\n<\/p>\n

The Global Note shall represent such principal amount of the Outstanding
\nNotes as shall be specified therein and shall provide that it shall represent
\nthe aggregate principal amount of Outstanding Notes from time to time endorsed
\nthereon and that the aggregate principal amount of Outstanding Notes represented
\nthereby may from time to time be increased or reduced to reflect repurchases,
\nconversions, redemptions, transfers, exchanges or issuances of additional Notes
\npermitted hereby. Any endorsement of the Global Note to reflect the amount of
\nany increase or decrease in the amount of Outstanding Notes represented thereby
\nshall be made by the Trustee or the Custodian, at the direction of the Trustee,
\nin such manner and upon written instructions given by the Holder of such Notes
\nin accordance with this Indenture. Payment of principal (including any
\nRedemption Price, Repurchase Price or Fundamental Change Repurchase Price, as
\napplicable) of, and accrued and unpaid interest, if any, on, the Global Note
\nshall be made to the Holder of such Note on the date of payment, unless a record
\ndate or other means of determining Holders eligible to receive payment is
\nprovided for herein.<\/p>\n<\/p>\n

The terms and provisions contained in the Form of Note attached as Exhibit A
\nhereto shall constitute, and are hereby expressly made, a part of this Indenture
\nand, to the extent applicable, the Company and the Trustee, by their<\/p>\n<\/p>\n

13<\/p>\n

\n

\n

execution and delivery of this Indenture, expressly agree to such terms and
\nprovisions and to be bound thereby.<\/p>\n<\/p>\n

Section 2.03. Date and Denomination of Notes; Payments of Interest.
\n<\/em>The Notes shall be issuable in registered form without coupons in
\ndenominations of $2,000 principal amount and greater integral multiples of
\n$1,000. Each Note shall be dated the date of its authentication and shall bear
\ninterest from the date specified on the face of the Form of Note attached as
\nExhibit A hereto. Interest on the Notes shall be computed on the basis of a
\n360-day year comprised of twelve 30-day months.<\/p>\n<\/p>\n

The Person in whose name any Note (or its Predecessor Note) is registered on
\nthe Note Register at the close of business on any Regular Record Date with
\nrespect to any Interest Payment Date shall be entitled to receive the interest
\npayable on such Interest Payment Date. Interest shall be payable at the office
\nof the Paying Agent, which shall initially be the Corporate Trust Office of the
\nTrustee as the Company153s Paying Agent and Note Registrar. The Company shall pay
\ninterest on any Notes in certificated form (i) to the Person entitled thereto
\nhaving an aggregate principal amount of $2,000,000 or less, by check mailed to
\nsuch Person at the address set forth in the Note Register and (ii) to the Person
\nentitled thereto having an aggregate principal amount of more than $2,000,000,
\neither by check mailed to such Person or, upon application by such Person to the
\nNote Registrar not later than the relevant Regular Record Date, by wire transfer
\nin immediately available funds to such Person153s account within the United
\nStates, which application and wire transfer instructions shall remain in effect
\nuntil such Person notifies, in writing, the Note Registrar to the contrary.<\/p>\n<\/p>\n

Any Defaulted Interest shall forthwith cease to be payable to the Holder of
\nsuch Note on the relevant Regular Record Date by virtue of its having been such
\nHolder, and such Defaulted Interest shall be paid by the Company, at its
\nelection in each case, as provided in clause (1) or (2) below:<\/p>\n<\/p>\n

(1) 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 for the payment of
\nsuch Defaulted Interest, which shall be fixed in the following manner. The
\nCompany shall notify the Trustee in writing of the amount of Defaulted Interest
\nproposed to be paid on each Note and the date of the proposed payment (which
\nshall be not less than 20 days after the receipt by the Trustee of such notice,
\nunless the Trustee shall consent to an earlier date), and at the same time the
\nCompany shall deposit with the Trustee an amount of money equal to the aggregate
\namount to be paid in respect of such Defaulted Interest or shall make
\narrangements satisfactory to the Trustee for such deposit on or prior to the
\ndate of the proposed payment, such money when deposited to be held in trust for
\nthe benefit of the Persons entitled to such Defaulted Interest as in this clause
\nprovided.<\/p>\n<\/p>\n

14<\/p>\n

\n

\n

Thereupon the Company shall fix a special record date for the payment of such
\nDefaulted Interest which shall be not more than fifteen days and not less than
\nten days prior to the date of the proposed payment, and not less than ten days
\nafter the receipt by the Trustee of the notice of the proposed payment. The
\nCompany shall promptly notify the Trustee in writing of such special record date
\nand the Trustee, in the name and at the expense of the Company, shall cause
\nnotice of the proposed payment of such Defaulted Interest and the special record
\ndate therefor to be sent or mailed, first-class postage prepaid, to each Holder
\nat its address as it appears in the Note Register, not less than ten days prior
\nto such special record date. Notice of the proposed payment of such Defaulted
\nInterest and the special record date therefor having been so mailed, such
\nDefaulted Interest shall be paid to the Persons in whose names the Notes (or
\ntheir respective Predecessor Notes) are registered at the close of business on
\nsuch special record date and shall no longer be payable pursuant to the
\nfollowing clause (2) of this Section 2.03.<\/p>\n<\/p>\n

(2) The Company may make payment of any Defaulted Interest in any other
\nlawful manner not inconsistent with the requirements of any securities exchange
\nor automated quotation system on which the Notes may be listed or designated for
\nissuance, and upon such notice as may be required by such exchange or automated
\nquotation system, if, after written notice given by the Company to the Trustee
\nof the proposed payment pursuant to this clause, such manner of payment shall be
\ndeemed practicable by the Trustee.<\/p>\n<\/p>\n

Section 2.04. Execution, Authentication and Delivery of Notes. <\/em>The
\nNotes shall be signed in the name and on behalf of the Company by the manual or
\nfacsimile signature of any Officer.<\/p>\n<\/p>\n

At any time and from time to time after the date of the execution and
\ndelivery of this Indenture, the Company may, in accordance with the terms of
\nthis Indenture, deliver additional Notes executed by the Company to the Trustee
\nfor authentication, together with a Company Order for the authentication and
\ndelivery of such Notes, and the Trustee in accordance with such Company Order
\nshall authenticate and deliver such Notes, without any further action by the
\nCompany hereunder.<\/p>\n<\/p>\n

Only such Notes as shall bear thereon a certificate of authentication
\nsubstantially in the form set forth on the Form of Note attached as Exhibit A
\nhereto, executed manually by a Responsible Officer of the Trustee (or an
\nauthorized officer of an authenticating agent appointed by the Trustee), shall
\nbe entitled to the benefits of this Indenture or be valid or obligatory for any
\npurpose. Such certificate of authentication executed by the Trustee (or such an
\nauthenticating agent) upon any Note executed by the Company shall be conclusive
\nevidence that the Note so authenticated has been duly authenticated and
\ndelivered hereunder and that the Holder is entitled to the benefits of this
\nIndenture.<\/p>\n<\/p>\n

15<\/p>\n

\n

\n

All Notes shall be dated that date of their authentication.<\/p>\n<\/p>\n

In case any Officer of the Company who shall have signed any of the Notes
\nshall cease to be such Officer before the Notes so signed shall have been
\nauthenticated and delivered by the Trustee, or disposed of by the Company, such
\nNotes nevertheless may be authenticated and delivered or disposed of as though
\nthe Person who signed such Notes had not ceased to be such Officer of the
\nCompany; and any Note may be signed on behalf of the Company by such Person as,
\nat the actual date of the execution of such Note, shall be an Officer of the
\nCompany, although at the date of the execution of this Indenture any such person
\nwas not such an Officer.<\/p>\n<\/p>\n

The Trustee shall have the right to decline to authenticate and deliver any
\nNotes under this Indenture if the Trustee, being advised by counsel, determines
\nthat such action may not lawfully be taken or if the Trustee in good faith shall
\ndetermine that such action would expose the Trustee to personal liability to
\nexisting Holders.<\/p>\n<\/p>\n

Section 2.05. Exchange and Registration of Transfer of Notes;
\nRestrictions on Transfer; Depositary. <\/em>(a) The Company shall cause to be
\nkept at the Corporate Trust Office a register (the register maintained in such
\noffice or in any other office or agency of the Company being herein sometimes
\ncollectively referred to as the “Note Register<\/strong>“) in which,
\nsubject to such reasonable regulations as it may prescribe, the Company shall
\nprovide for the registration of Notes and of transfers of Notes. The Note
\nRegister shall be in written form or in any form capable of being converted into
\nwritten form within a reasonable period of time. The Trustee is hereby appointed
\n“Note Registrar<\/strong>” for the purpose of registering Notes and
\ntransfers of Notes as herein provided. The Company may appoint a new Note
\nRegistrar without prior notice to Holders. The Company may appoint one or more
\nco-registrars.<\/p>\n<\/p>\n

Upon surrender for registration of transfer of any Note to the Note Registrar
\nor any co-registrar, and satisfaction of the requirements for such transfer set
\nforth in this Section 2.05, the Company shall execute, and the Trustee shall
\nauthenticate and deliver, in the name of the designated transferee or
\ntransferees, one or more new Notes of any authorized denominations and of a like
\naggregate principal amount and bearing such restrictive legends as may be
\nrequired by this Indenture.<\/p>\n<\/p>\n

Notes may be exchanged for other Notes of any authorized denominations and of
\na like aggregate principal amount, upon surrender of the Notes to be exchanged
\nat any such office or agency maintained by the Company pursuant to Section 4.05.
\nWhenever any Notes are so surrendered for exchange, the Company shall execute,
\nand the Trustee shall authenticate and deliver, the Notes<\/p>\n<\/p>\n

16<\/p>\n

\n

\n

that the Holder making the exchange is entitled to receive, bearing
\nregistration numbers not contemporaneously outstanding.<\/p>\n<\/p>\n

All Notes presented or surrendered for registration of transfer or for
\nexchange, purchase or conversion shall (if so required by the Company, the
\nTrustee, the Note Registrar or any co-registrar) be duly endorsed, or be
\naccompanied by a written instrument or instruments of transfer in form
\nsatisfactory to the Company and duly executed, by the Holder thereof or its
\nattorney-in-fact duly authorized in writing.<\/p>\n<\/p>\n

No service charge shall be charged by the Company, the Trustee or the Notes
\nRegistrar to the Holder for any exchange or registration of transfer of Notes,
\nbut the Holder may be required by the Company, the Trustee, the Notes Registrar
\nor otherwise to pay a sum sufficient to cover any tax, assessments or other
\ngovernmental charges that may be imposed in connection therewith as a result of
\nthe name of the Holder of the new Notes issued upon such exchange or
\nregistration of transfer of Notes being different from the name of the Holder of
\nthe old Notes presented or surrendered for such exchange or registration of
\ntransfer.<\/p>\n<\/p>\n

None of the Company, the Trustee, the Note Registrar or any co-registrar
\nshall be required to exchange or register a transfer of any Notes surrendered
\nfor conversion, redemption or repurchase except for any portion of that Note
\nthat is not being repurchased, redeemed or converted, as the case may be.<\/p>\n<\/p>\n

All Notes issued upon any registration of transfer or exchange of Notes in
\naccordance with this Indenture shall be the valid obligations of the Company,
\nevidencing the same debt, and entitled to the same benefits under this Indenture
\nas the Notes surrendered upon such registration of transfer or exchange. For
\ngreater certainty, all Notes issued upon any registration of transfer or
\nexchange of Notes shall be issued as evidence of the same continuing
\nindebtedness of the Company under this Indenture and in no circumstances is the
\nCompany obligated under the Indenture to repay the principal amount of the
\nexchanged Notes by virtue of the registration of a transfer or exchange.<\/p>\n<\/p>\n

(b) So long as the Notes are eligible for book-entry settlement with the
\nDepositary, unless otherwise required by law or except as provided in Section
\n2.05(c), all Notes shall be represented by one or more Notes in global form
\n(each, a “Global Note<\/strong>“) registered in the name of the
\nDepositary or the nominee of the Depositary. The transfer and exchange of
\nbeneficial interests in a Global Note that does not involve the issuance of a
\nNote in certificated form shall be effected through the Depositary (but not the
\nTrustee or the Custodian) in accordance with this Indenture (including the
\nrestrictions on transfer set forth herein) and the procedures of the Depositary
\ntherefor. Beneficial interests in the Global Note shall be held only in minimum
\ndenominations of $2,000 and greater integral multiples of $1,000. Members of, or
\nparticipants in, the Depositary (“Agent Members<\/strong>“)<\/p>\n<\/p>\n

17<\/p>\n

\n

\n

shall have no rights under this Indenture with respect to any Global Note
\nheld on their behalf by the Depositary, or the Trustee as its custodian, or
\nunder the Global Note, and the Depositary may be treated by the Company, the
\nTrustee and any agent of the Company or the Trustee as the absolute owner of the
\nGlobal Note for all purposes whatsoever. Notwithstanding the foregoing, nothing
\nherein shall prevent the Company, the Trustee or any agent of the Company or the
\nTrustee from giving effect to any written certification, proxy or other
\nauthorization furnished by the Depositary or impair, as between the Depositary
\nand its Agent Members, the operation of customary practices governing the
\nexercise of the rights of any Holder.<\/p>\n<\/p>\n

(c) Every Note that bears or is required under this Section 2.05(c) to bear
\nthe legend set forth in this Section 2.05(c) (together with any Common Stock
\nissued upon conversion of the Notes and required to bear a similar legend, the
\n“Restricted Securities<\/strong>“) shall be subject to the restrictions
\non transfer set forth in this Section 2.05(c) (including the legend set forth
\nbelow), and the holder of each such Restricted Security, by such holder153s
\nacceptance thereof, agrees to be bound by all such restrictions on transfer. As
\nused in this Section 2.05(c), the term “transfer<\/strong>” encompasses
\nany sale, pledge, transfer or other disposition whatsoever of any Restricted
\nSecurity.<\/p>\n<\/p>\n

Until the date (the “Resale Restriction Termination Date<\/strong>“)
\nthat is the later of (1) the date that is one year after the last date of
\noriginal issuance of the Notes (including, if applicable, through exercise by
\nthe Initial Purchasers of their option to purchase additional Notes pursuant to
\nthe Purchase Agreement) and (2) such later date, if any, as may be required by
\napplicable laws, any certificate evidencing such Note (and all securities issued
\nin exchange therefor or substitution thereof, and all shares of Common Stock, if
\nany, issued upon conversion thereof, if applicable) shall bear a legend in
\nsubstantially the following form (unless such Notes or shares of Common Stock,
\nif any, have been transferred pursuant to a registration statement that has
\nbecome or been declared effective under the Securities Act and that continues to
\nbe effective at the time of such transfer, pursuant to the exemption from
\nregistration provided by Rule 144 or any similar provision then in force under
\nthe Securities Act, or unless otherwise agreed by the Company in writing, with
\nwritten notice thereof to the Trustee):<\/p>\n<\/p>\n

THE SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
\nOF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS NOTE MAY NOT
\nBE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE
\nFOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, OR OF A BENEFICIAL OWNERSHIP
\nHEREIN, THE ACQUIRER: (I) REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS
\nACTING, IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A
\nUNDER THE SECURITIES ACT) AND THAT IT EXERCISES<\/p>\n<\/p>\n

18<\/p>\n

\n

\n

SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (II) AGREES
\n(1) THAT IT WILL NOT WITHIN THE LATER OF (X) ONE YEAR AFTER THE LAST DATE OF
\nORIGINAL ISSUANCE OF NOTES (INCLUDING THROUGH THE EXERCISE OF THE OPTION TO
\nPURCHASE ADDITIONAL NOTES) OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE
\n144 UNDER THE SECURITIES ACT AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED
\nBY APPLICABLE LAW, OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THE NOTES
\nEVIDENCED HEREBY, THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTES OR ANY
\nBENEFICIAL OWNERSHIP HEREIN, EXCEPT: (A) TO DIGITAL RIVER, INC. (THE “COMPANY”)
\nOR ANY SUBSIDIARY THEREOF; (B) UNDER A REGISTRATION STATEMENT THAT HAS BECOME
\nEFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY
\nBELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
\nSECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
\nANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE
\nTRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE
\n144A (IF AVAILABLE); OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE
\nREGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144, IF
\nAVAILABLE; AND (2) THAT, PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE
\nWITH (1)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE
\nDELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY
\nREASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT SUCH TRANSFER IS BEING MADE
\nPURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
\nREGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
\nLAWS, AND THAT IT WILL DELIVER ANY SUCH CERTIFICATION, LEGAL OPINIONS OR OTHER
\nINFORMATION TO THE COMPANY AND THE TRUSTEE. IN ANY EVENT, NO AFFILIATE OF THE
\nCOMPANY MAY RESELL THIS NOTE OTHER THAN UNDER A REGISTRATION STATEMENT THAT HAS
\nBECOME EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM THE
\nREGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN A TRANSACTION THAT RESULTS IN
\nSUCH NOTE NO LONGER BEING “RESTRICTED SECURITIES” (AS DEFINED UNDER RULE 144).
\nNO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE
\nREGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER AND TRANSFEREE
\nOF A NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF A NOTE WILL BE DEEMED
\nTO HAVE REPRESENTED BY ITS PURCHASE AND<\/p>\n<\/p>\n

19<\/p>\n

\n

\n

HOLDING OF THE NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTE
\nTHAT (A) ITS PURCHASE AND HOLDING OF THE NOTE AND THE COMMON STOCK ISSUABLE UPON
\nCONVERSION OF THE NOTE IS NOT MADE ON BEHALF OF OR WITH “PLAN ASSETS” OF ANY
\nPLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW OR
\n(B) ITS PURCHASE AND HOLDING OF THE NOTE AND THE COMMON STOCK ISSUABLE UPON
\nCONVERSION OF THE NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
\nUNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW.<\/p>\n<\/p>\n

Any Common Stock issued upon conversion of the Notes prior to the Resale
\nRestriction Termination Date shall bear a similar legend.<\/p>\n<\/p>\n

No transfer of any Note prior to the Resale Restriction Termination Date will
\nbe registered by the Note Registrar unless the applicable box on the Form of
\nAssignment and Transfer has been checked.<\/p>\n<\/p>\n

Notwithstanding anything to the contrary contained in this Indenture or the
\nNote, such Note (or security issued in exchange or substitution therefor) as to
\nwhich such restrictions on transfer shall have expired in accordance with their
\nterms may, upon surrender of such Note for exchange to the Note Registrar in
\naccordance with the provisions of this Section 2.05, be exchanged for a new Note
\nor Notes, of like tenor and aggregate principal amount, which shall not bear the
\nrestrictive legend required by this Section 2.05(c).<\/p>\n<\/p>\n

Notwithstanding any other provisions of this Indenture (other than the
\nprovisions set forth in this Section 2.05(c)), a Global Note may not be
\ntransferred as a whole or in part except by the Depositary to a nominee of the
\nDepositary or by a nominee of the Depositary to the Depositary or another
\nnominee of the Depositary or by the Depositary or any such nominee to a
\nsuccessor Depositary or a nominee of such successor Depositary.<\/p>\n<\/p>\n

The Depositary shall be a clearing agency registered under the Exchange Act.
\nThe Company initially appoints The Depository Trust Company
\n(“DTC<\/strong>“) to act as Depositary with respect to the Global Note.
\nInitially, the Global Notes shall be issued to the Depositary, registered in the
\nname of Cede & Co., as the nominee of the Depositary, and deposited with the
\nTrustee as custodian for DTC.<\/p>\n<\/p>\n

If (i) the Depositary notifies the Company at any time that the Depositary is
\nunwilling or unable to continue as depositary for the Global Notes and a
\nsuccessor depositary is not appointed within 90 days, (ii) the Depositary ceases
\nto be registered as a clearing agency under the Exchange Act and a successor
\ndepositary is not appointed within 90 days or (iii) an Event of Default with
\nrespect to the Notes has occurred and is continuing, in each case, upon the
\nrequest of the<\/p>\n<\/p>\n

20<\/p>\n

\n

\n

beneficial owner of the Notes, the Company shall execute, and the Trustee,
\nupon receipt of an Officers153 Certificate and a Company Order for the
\nauthentication and delivery of Notes, shall authenticate and deliver Notes in
\ndefinitive form to each such beneficial owner of the related Notes (or a portion
\nthereof) in an aggregate principal amount equal to the principal amount of such
\nGlobal Note, in exchange for such Global Note, and upon delivery of the Global
\nNote to the Trustee such Global Note shall be canceled.<\/p>\n<\/p>\n

Notes in certificated form issued in exchange for all or a part of the Global
\nNote pursuant to this Section 2.05(c) shall be registered in such names and in
\nsuch authorized denominations as the Depositary, pursuant to instructions from
\nits direct or indirect participants or otherwise, shall instruct the Trustee in
\nwriting. Upon execution and authentication, the Trustee shall deliver such Notes
\nin certificated form to the Persons in whose names such Notes are so registered.\n<\/p>\n<\/p>\n

At such time as all interests in a Global Note have been converted, canceled,
\nredeemed, repurchased or transferred, such Global Note shall be, upon receipt
\nthereof, canceled by the Trustee in accordance with standing procedures and
\ninstructions existing between the Depositary and the Custodian. At any time
\nprior to such cancellation, if any interest in a Global Note is exchanged for
\nNotes in certificated form, converted, canceled, redeemed, repurchased or
\ntransferred to a transferee who receives Notes in certificated form therefor or
\nany Note in certificated form is exchanged or transferred for part of such
\nGlobal Note, the principal amount of such Global Note shall, in accordance with
\nthe standing procedures and instructions existing between the Depositary and the
\nCustodian, be appropriately reduced or increased, as the case may be, and an
\nendorsement shall be made on such Global Note, by the Trustee or the Custodian,
\nat the direction of the Trustee, to reflect such reduction or increase.<\/p>\n<\/p>\n

None of the Company, the Trustee, nor any agent of the Company or the Trustee
\nshall have any responsibility or liability for any aspect of the records
\nrelating to or payments made on account of beneficial ownership interests of a
\nGlobal Note or maintaining, supervising or reviewing any records relating to
\nsuch beneficial ownership interests.<\/p>\n<\/p>\n

(d) The Company may cause the removal of the legends required by Section
\n2.05(c) from any Global Note at any time on or after the Resale Restriction
\nTermination Date by: (i) instructing the Trustee in writing to remove such
\nlegends from such Global Note; (ii) providing to the Trustee and the Depositary
\nwritten notice to change the CUSIP number for the Notes to the applicable
\nunrestricted CUSIP number; and (iii) complying with any Applicable Procedures
\nfor delegending or otherwise exchanging such Global Note for a Global Note not
\nbearing the restrictive legend (including DTC153s mandatory exchange process, if
\napplicable); whereupon any legends otherwise required by<\/p>\n<\/p>\n

21<\/p>\n

\n

\n

Section 2.05(c) shall be deemed removed from any Global Notes without any
\nfurther action on the part of the Holders.<\/p>\n<\/p>\n

The Trustee shall have no obligation or duty to monitor, determine or inquire
\nas to compliance with any restrictions on transfer imposed under this Indenture
\nor under applicable law with respect to any transfer of any interest in any Note
\n(including any transfers between or among Depositary participants or beneficial
\nowners of interests in any Global Note) other than to require delivery of such
\ncertificates and other documentation or evidence as are expressly required by,
\nand to do so if and when expressly required by the terms of, this Indenture, and
\nto examine the same to determine substantial compliance as to form with the
\nexpress requirements hereof.<\/p>\n<\/p>\n

Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes. <\/em>In case
\nany Note shall become mutilated or be destroyed, lost or stolen, the Company in
\nits discretion may execute, and upon a Company Order the Trustee or an
\nauthenticating agent appointed by the Trustee shall authenticate and deliver, a
\nnew Note, bearing a number not contemporaneously outstanding, in exchange and
\nsubstitution for the mutilated Note, or in lieu of and in substitution for the
\nNote so destroyed, lost or stolen. In every case the applicant for a substituted
\nNote shall furnish to the Company, to the Trustee and, if applicable, to the
\nauthenticating agent, such security or indemnity as may be required by them to
\nsave each of them harmless from any loss, liability, cost or expense caused by
\nor connected with such substitution, and, in every case of destruction, loss or
\ntheft, the applicant shall also furnish to the Company, to the Trustee and, if
\napplicable, to the authenticating agent, evidence to their satisfaction of the
\ndestruction, loss or theft of such Note and of the ownership thereof.<\/p>\n<\/p>\n

The Trustee or the authenticating agent, if applicable, may authenticate any
\nsuch substituted Note and deliver the same upon the receipt of such security or
\nindemnity as the Trustee, the Company and, if applicable, the authenticating
\nagent may require. Upon the issuance of any substitute Note, the Company or the
\nTrustee may require the payment by the Holder of a sum sufficient to cover any
\ntax, assessment or other governmental charge that may be imposed in relation
\nthereto and any other expenses connected therewith. In case any Note that has
\nmatured or is about to mature or has been tendered for redemption, repurchase on
\na Repurchase Date or repurchase upon a Fundamental Change or is about to be
\nconverted shall become mutilated or be destroyed, lost or stolen, the Company
\nmay, in its sole discretion, instead of issuing a substitute Note, pay or
\nauthorize the payment of or convert or authorize the conversion of the same
\n(without surrender thereof except in the case of a mutilated Note), as the case
\nmay be, if the applicant for such payment or conversion shall furnish to the
\nCompany, to the Trustee and, if applicable, to the authenticating agent, such
\nsecurity or indemnity as may be required by them to save each of them harmless
\nfor any loss, liability, cost or expense caused by or connected with such
\nsubstitution, and, in every case<\/p>\n<\/p>\n

22<\/p>\n

\n

\n

of destruction, loss or theft, evidence satisfactory to the Company, the
\nTrustee and, if applicable, any Paying Agent or Conversion Agent evidence of
\ntheir satisfaction of the destruction, loss or theft of such Note and of the
\nownership thereof.<\/p>\n<\/p>\n

Every substitute Note issued pursuant to the provisions of this Section 2.06
\nby virtue of the fact that any Note is destroyed, lost or stolen shall
\nconstitute an additional contractual obligation of the Company, whether or not
\nthe destroyed, lost or stolen Note shall be found at any time, and shall be
\nentitled to all the benefits of (but shall be subject to all the limitations set
\nforth in) this Indenture equally and proportionately with any and all other
\nNotes duly issued hereunder. To the extent permitted by law, all Notes shall be
\nheld and owned upon the express condition that the foregoing provisions are
\nexclusive with respect to the replacement, payment, conversion, redemption or
\nrepurchase of mutilated, destroyed, lost or stolen Notes and shall preclude any
\nand all other rights or remedies, notwithstanding any law or statute existing or
\nhereafter enacted to the contrary with respect to the replacement, payment or
\nconversion of negotiable instruments or other securities without their
\nsurrender.<\/p>\n<\/p>\n

For greater certainty, every substitute Note issued pursuant to the
\nprovisions of this Section 2.06 by virtue of the fact that any Note is
\nmutilated, destroyed, lost or stolen shall be issued as evidence of the same
\ncontinuing indebtedness of the Company under this Indenture and in no
\ncircumstances is the Company obligated under the Indenture to repay the
\nprincipal amount of the substituted Note by virtue of such mutilation,
\ndestruction or loss.<\/p>\n<\/p>\n

Section 2.07. Temporary Notes. <\/em>Pending the preparation of Notes in
\ncertificated form, the Company may execute and the Trustee or an authenticating
\nagent appointed by the Trustee shall, upon written request of the Company,
\nauthenticate and deliver temporary Notes (printed or lithographed). Temporary
\nNotes shall be issuable in any authorized denomination, and substantially in the
\nform of the Notes in certificated form but with such omissions, insertions and
\nvariations as may be appropriate for temporary Notes, all as may be determined
\nby the Company. Every such temporary Note shall be executed by the Company and
\nauthenticated by the Trustee or such authenticating agent upon the same
\nconditions and in substantially the same manner, and with the same effect, as
\nthe Notes in certificated form. Without unreasonable delay, the Company shall
\nexecute and deliver to the Trustee or such authenticating agent Notes in
\ncertificated form (other than any Global Note) and thereupon any or all
\ntemporary Notes (other than any Global Note) may be surrendered in exchange
\ntherefor, at each office or agency maintained by the Company pursuant to Section
\n4.05 and the Trustee or such authenticating agent shall authenticate and deliver
\nin exchange for such temporary Notes an equal aggregate principal amount of
\nNotes in certificated form. Such exchange shall be made by the Company at its
\nown expense and without any charge therefor. Until so exchanged, the temporary\n<\/p>\n<\/p>\n

23<\/p>\n

\n

\n

Notes shall in all respects be entitled to the same benefits and subject to
\nthe same limitations under this Indenture as Notes in certificated form
\nauthenticated and delivered hereunder.<\/p>\n<\/p>\n

For greater certainty, each Note issued pursuant to the provisions of this
\nSection 2.07 in exchange for a temporary Note shall be issued as evidence of the
\nsame continuing indebtedness of the Company under this Indenture and in no
\ncircumstances is the Company obligated under the Indenture to repay the
\nprincipal amount of the temporary Note by virtue of the exchange.<\/p>\n<\/p>\n

Section 2.08. Cancellation of Notes Paid, Etc. <\/em>All Notes surrendered
\nfor the purpose of payment, repurchase, redemption, conversion, exchange or
\nregistration of transfer, shall, if surrendered to the Company or any Paying
\nAgent or any Note Registrar or any Conversion Agent, be surrendered to the
\nTrustee and promptly canceled by it, or, if surrendered to the Trustee, shall be
\npromptly canceled by it, and no Notes shall be issued in lieu thereof except as
\nexpressly permitted by any of the provisions of this Indenture. The Trustee
\nshall dispose of canceled Notes in accordance with its customary procedures and,
\nafter such cancellation, shall deliver a written confirmation of such
\ncancellation to the Company, at the Company153s written request. If the Company
\nshall acquire any of the Notes, such acquisition shall not operate as
\nsatisfaction of the indebtedness represented by such Notes unless and until the
\nsame are delivered to the Trustee for cancellation.<\/p>\n<\/p>\n

Section 2.09. CUSIP and ISIN Numbers. <\/em>The Company in issuing the
\nNotes may use “CUSIP” and “ISIN” numbers (if then generally in use), and, if so,
\nthe Trustee shall use “CUSIP” and “ISIN” numbers in all notices issued to
\nHolders of the Notes as a convenience to such Holders; provided<\/em> that
\nany such notice may state that no representation is made as to the correctness
\nof such numbers either as printed on the Notes or on such notice and that
\nreliance may be placed only on the other identification numbers printed on the
\nNotes. The Company shall promptly notify the Trustee in writing of any change in
\nthe “CUSIP” or “ISIN” numbers.<\/p>\n<\/p>\n

Section 2.10. Additional Notes; Purchases. <\/em>The Company may, without
\nthe consent of the Holders of the Notes and notwithstanding Section 2.01, issue
\nadditional Notes hereunder with the same terms and with the same CUSIP and ISIN
\nnumber as the Notes initially issued hereunder in an unlimited aggregate
\nprincipal amount, which shall form the same series with the Notes initially
\nissued hereunder; provided <\/em>that no such additional Notes may be issued
\nunless they are fungible with the Notes initially issued hereunder for U.S.
\nfederal income tax purposes. Prior to the issuance of any such additional Notes,
\nthe Company shall deliver to the Trustee a Company Order, an Opinion of Counsel
\n(with respect to the enforceability of such additional notes) and an Officers153
\nCertificate to the effect that such issuance of additional Notes complies with
\nthe provisions of the<\/p>\n<\/p>\n

24<\/p>\n

\n

\n

Indenture (including this Section 2.10). In addition, the Company may, to the
\nextent permitted by law, directly or indirectly (regardless of whether such
\nNotes are surrendered to the Company), from time to time purchase the Notes in
\nopen market purchases or negotiated transactions without prior notice to
\nHolders. The Company shall cause any Notes so repurchased (other than Notes
\npurchased pursuant to cash-settled swaps or other derivatives) to be surrendered
\nto the Trustee for cancellation in accordance with Section 2.08 and any Notes so
\nrepurchased by the Company shall be deemed to be no longer Outstanding under
\nthis Indenture.<\/p>\n<\/p>\n

ARTICLE 3<\/p>\n

\n

Satisfaction and Discharge<\/p>\n

\n

Section 3.01. Satisfaction and Discharge. <\/em>This Indenture shall upon
\nrequest of the Company contained in an Officers153 Certificate cease to be of
\nfurther effect, and the Trustee, at the expense of the Company, shall execute
\nproper instruments acknowledging satisfaction and discharge of this Indenture,
\nwhen (a) (i) the Company delivers to the Trustee all Outstanding Notes (other
\nthan Notes replaced pursuant to Section 2.06) for cancellation; or (ii) the
\nCompany has deposited with the Trustee or delivered to Holders of Notes, as
\napplicable, after the Notes have become due and payable, whether at the Maturity
\nDate, or any Repurchase Date, any Fundamental Change Repurchase Date, or upon
\nredemption, conversion or otherwise, cash and\/or (in the case of conversion)
\nshares of Common Stock (together with cash in lieu of fractional shares), as
\napplicable, sufficient to pay all of the Outstanding Notes and all other sums
\npayable under this Indenture by the Company; and (b) the Company has delivered
\nto the Trustee an Officers153 Certificate and an Opinion of Counsel, each stating
\nthat all conditions precedent herein provided for relating to the satisfaction
\nand discharge of this Indenture have been complied with. Notwithstanding the
\nsatisfaction and discharge of this Indenture, the obligations of the Company to
\nthe Trustee under Section 7.06 shall survive such satisfaction and discharge.\n<\/p>\n<\/p>\n

Section 3.02. Deposited Monies To Be Held In Trust. <\/em>Subject to
\nSection 3.03 hereof, all monies deposited with the Trustee pursuant to Section
\n3.01 hereof shall be held in trust and applied by it to the payment, either
\ndirectly or through any Paying Agent (including the Company if acting as its own
\nPaying Agent), to the Holders for the payment of which such monies have been
\ndeposited with the Trustee, of all sums due and to become due thereon for
\nprincipal and interest. All monies deposited with the Trustee pursuant to
\nSection 3.01 hereof (and held by it or any Paying Agent) for the payment of
\nNotes subsequently converted shall be returned to the Company upon written
\nrequest of the Company.<\/p>\n<\/p>\n

Section 3.03. Return Of Unclaimed Monies. <\/em>The Trustee and the Paying
\nAgent shall pay to the Company upon written request any money held by them for\n<\/p>\n<\/p>\n

25<\/p>\n

\n

\n

the payment of principal of or accrued and unpaid interest on the Notes that
\nremains unclaimed for two years after the date upon which such payment shall
\nhave become due. Notwithstanding the foregoing, the Trustee and Paying Agent
\nshall have the right to withhold payment of such money to the Company until the
\nTrustee or Paying Agent at the expense of the Company publishes in a newspaper
\nof general circulation in New York City, or mails to each Holder, a notice
\nstating that such money shall be repaid to the Company if unclaimed after a date
\nno less than 30 days from the publication of such press release or mailing.
\nAfter payment to the Company by the Trustee or Paying Agent, all liability of
\nthe Trustee and the Paying Agent with respect to such money shall cease, and
\nHolders entitled to the money must look to the Company for payment as general
\ncreditors, subject to applicable law.<\/p>\n<\/p>\n

ARTICLE 4<\/p>\n

\n

Particular Covenants of the Company<\/p>\n

\n

Section 4.01. Payment of Principal and Interest. <\/em>(a) The Company
\nshall promptly make all payments in respect of the Notes on the dates and in the
\nmanner provided in the Notes and this Indenture. A payment of principal or
\ninterest shall be considered paid on the date it is due if the Paying Agent
\nholds by 11:00 a.m. (New York City time) on that date money or securities,
\ndeposited by or on behalf of the Company sufficient to make the payment. The
\nCompany shall, to the fullest extent permitted by law, pay interest in
\nimmediately available funds on any overdue principal amount and interest at the
\nannual rate borne by the Notes compounded semiannually, which interest shall
\naccrue from the date such overdue amount was originally due to the date payment
\nof such amount, including interest thereon, has been made or duly provided for.
\nAll such interest shall be payable on demand.<\/p>\n<\/p>\n

(b) Payment of the principal of and interest, if any, on the Notes shall be
\nmade at the office or agency of the Company maintained for that purpose, which
\nshall initially be at the Trustee153s Corporate Trust Office, in such immediately
\navailable coin or currency of the United States of America as at the time of
\npayment is legal tender for payment of public and private debts;
\nprovided<\/em>, however<\/em>, that, subject to Section 2.03, the Company
\nmay pay principal and interest in respect of any Note in certificated form by
\ncheck or wire transfer payable in such money. Notwithstanding the foregoing, so
\nlong as the Notes are registered in the name of a Depositary or its nominee, all
\npayments thereon shall be made by wire transfer of immediately available funds
\nto the account of the Depositary or its nominee.<\/p>\n<\/p>\n

Section 4.02. Corporate Existence. <\/em>Subject to Article 10 hereof, the
\nCompany shall do or cause to be done all things necessary to preserve and keep
\nin full force and effect its corporate existence and rights (charter and
\nstatutory);<\/p>\n<\/p>\n

26<\/p>\n

\n

\n

provided<\/em>, however<\/em>, that the Company shall not be required
\nto preserve any such right or franchise if the Company determines that the
\npreservation thereof is no longer desirable in the conduct of the business of
\nthe Company and that the loss thereof is not disadvantageous in any material
\nrespect to the Holders.<\/p>\n<\/p>\n

Section 4.03. Rule 144A Information Requirement and Reports. <\/em>(a) At
\nany time the Company is not subject to Sections 13 or 15(d) of the Exchange Act,
\nthe Company shall, so long as any of the Notes or any shares of Common Stock
\nissuable upon conversion thereof shall, at such time, constitute “restricted
\nsecurities” within the meaning of Rule 144(a)(3) under the Securities Act, upon
\nwritten request, provide to any Holder, beneficial owner or prospective
\npurchaser of such Notes or any shares of Common Stock issued upon conversion of
\nsuch Notes, the information required to be delivered pursuant to Rule 144A(d)(4)
\nunder the Securities Act to facilitate the resale of such Notes or shares of
\nCommon Stock pursuant to Rule 144A under the Securities Act.<\/p>\n<\/p>\n

(b) The Company shall furnish to the Trustee within 15 calendar days after
\nthe Company is required to file any documents or reports with the Commission
\npursuant to Sections 13 or 15(d) of the Exchange Act (giving effect to all
\napplicable grace periods provided under the Exchange Act including that provided
\nby Rule 12b-25 under the Exchange Act) copies of such documents or reports. Any
\nsuch document or report that the Company files with the Commission through the
\nCommission153s EDGAR system shall be deemed furnished to the Trustee for purposes
\nof this Section 4.03(b) at the time such documents are filed or furnished via
\nthe Commission153s EDGAR system; provided <\/em>that the Trustee shall have no
\nresponsibility for determining whether such filing has taken place, nor shall
\nthe Trustee have any liability for the timeliness or content of any filing or
\nreport hereunder.<\/p>\n<\/p>\n

Section 4.04. Compliance Certificate. <\/em>The Company shall deliver to
\nthe Trustee, within 120 days after the end of each fiscal year of the Company
\n(beginning with the fiscal year ending December 31, 2010) an Officers153
\nCertificate stating whether or not, to the knowledge of such officer, the
\nCompany is in default in the performance and observance of any of the terms,
\nprovisions and conditions of this Indenture and, if the Company shall be in
\ndefault, specifying all such defaults and the nature and status thereof of which
\nthey may have knowledge. Within five Business Days of an Officer of the Company
\ncoming to have actual knowledge of a Default or Event of Default, regardless of
\nthe date, the Company shall deliver an Officers153 Certificate to the Trustee
\nspecifying such Default or Event of Default and the nature and status thereof.\n<\/p>\n<\/p>\n

Section 4.05. Maintenance of Office or Agency. <\/em>So long as any Notes
\nremain Outstanding, the Company agrees to maintain an office or agency with
\nrespect to such Notes and at such other location or locations as may be
\ndesignated as provided in this Section 4.05, where (i) Notes may be presented
\nfor conversion<\/p>\n<\/p>\n

27<\/p>\n

\n

\n

(“Conversion Agent<\/strong>“), (ii) Notes may be presented for
\npayment (whether upon repurchase, redemption, at the Maturity Date, upon
\nacceleration or otherwise) (“Paying Agent<\/strong>“), (iii) Notes may be
\npresented as herein above authorized for registration of transfer and exchange
\nand (iv) notices and demands to or upon the Company in respect of the Notes and
\nthis Indenture may be given or served, such designation to continue with respect
\nto such office or agency until the Company shall, by written notice signed by
\nany two officers authorized to sign an Officers153 Certificate and delivered to
\nthe Trustee, designate some other office or agency for such purposes or any of
\nthem. If at any time the Company shall fail to maintain any such required office
\nor agency or shall fail to furnish the Trustee with the address thereof, such
\npresentations, notices and demands may be made or served at the Corporate Trust
\nOffice of the Trustee, and the Company hereby appoints the Trustee as its agent
\nto receive all such presentations, notices and demands. The Company initially
\nappoints the Corporate Trust Office of the Trustee as Conversion Agent and
\nPaying Agent with respect to the Notes.<\/p>\n<\/p>\n

Section 4.06. Paying Agents. <\/em>(a) If the Company shall appoint one or
\nmore paying agents for the Notes, other than the Trustee, the Company shall
\ncause each such paying agent to execute and deliver to the Trustee an instrument
\nin which such agent shall agree with the Trustee, subject to the provisions of
\nthis Section 4.06:<\/p>\n<\/p>\n

(i) that it shall hold all sums held by it as such agent for the payment of
\nthe principal of or interest on the Notes (whether such sums have been paid to
\nit by the Company or by any other obligor of such Notes) in trust for the
\nbenefit of the Persons entitled thereto;<\/p>\n<\/p>\n

(ii) that it shall give the Trustee written notice of any failure by the
\nCompany to make any payment of the principal of or interest on the Notes when
\nthe same shall be due and payable;<\/p>\n<\/p>\n

(iii) that it shall, at any time during the continuance of any failure
\nreferred to in the preceding paragraph (a)(ii) above, upon the written request
\nof the Trustee, forthwith pay to the Trustee all sums so held in trust by such
\npaying agent; and<\/p>\n<\/p>\n

(iv) that it shall perform all other duties of a paying agent as set forth in
\nthis Indenture.<\/p>\n<\/p>\n

(b) If the Company shall act as its own paying agent with respect to any
\nNotes, it shall on or before each due date of the principal of or interest on
\nthe Notes, set aside, segregate and hold in trust for the benefit of the Persons
\nentitled thereto a sum sufficient to pay such principal or interest so becoming
\ndue on Notes until such sums shall be paid to such Persons or otherwise disposed
\nof as herein provided and shall promptly notify the Trustee in writing of such
\naction, or<\/p>\n<\/p>\n

28<\/p>\n

\n

\n

any failure to take such action. The Trustee shall have no liability or
\nresponsibility for the action or inaction of any Paying Agent (that is not the
\nTrustee).<\/p>\n<\/p>\n

(c) Notwithstanding anything in this Section 4.06 to the contrary, (i) the
\nagreement to hold sums in trust as provided in this Section 4.06 is subject to
\nthe provisions of Section 3.02 and Section 3.03 and (ii) the Company may at any
\ntime, for the purpose of obtaining the satisfaction and discharge of this
\nIndenture or for any other purpose, pay, or direct any paying agent to pay, to
\nthe Trustee all sums held in trust by the Company or such paying agent, such
\nsums to be held by the Trustee upon the same terms and conditions as those upon
\nwhich such sums were held by the Company or such paying agent; and, upon such
\npayment by the Company or any paying agent to the Trustee, the Company or such
\npaying agent shall be released from all further liability with respect to such
\nmoney.<\/p>\n<\/p>\n

Section 4.07. Appointment to Fill Vacancy in Office of Trustee. <\/em>The
\nCompany, whenever necessary to avoid or fill a vacancy in the office of Trustee,
\nshall appoint, in the manner provided in Section 7.09, a Trustee, so that there
\nshall at all times be a Trustee hereunder.<\/p>\n<\/p>\n

ARTICLE 5<\/p>\n

\n

Holders153 Lists and Reports by the Company and the Trustee<\/p>\n

\n

Section 5.01. Company to Furnish Trustee Names and Addresses of Holders.
\n<\/em>The Company shall furnish or cause to be furnished to the Trustee (a)
\nwithin ten days after each Regular Record Date, a list, in such form as the
\nTrustee may reasonably require, of the names and addresses of the Holders as of
\nsuch regular record date, provided <\/em>that the Company shall not be
\nobligated to furnish or cause to furnish such list at any time that the list
\nshall not differ in any respect from the most recent list furnished to the
\nTrustee by the Company and (b) at such other times as the Trustee may request in
\nwriting within 30 days after the receipt by the Company of any such request, a
\nlist of similar form and content as of a date not more than 15 days prior to the
\ntime such list is furnished; provided<\/em>, however<\/em>, that, in
\neither case, no such list need be furnished for any Notes for which the Trustee
\nshall be the Note Registrar.<\/p>\n<\/p>\n

Section 5.02. Preservation Of Information; Communications With
\nHolders.<\/em><\/p>\n<\/p>\n

(a) The Trustee shall preserve, in as current a form as is reasonably
\npracticable, all information as to the names and addresses of the Holders of
\nNotes contained in the most recent list furnished to it as provided in Section
\n5.01 and as to the names and addresses of Holders of Notes received by the
\nTrustee in its capacity as Note Registrar (if acting in such capacity).<\/p>\n<\/p>\n

29<\/p>\n

\n

\n

(b) The Trustee may destroy any list furnished to it as provided in Section
\n5.01 upon receipt of a new list so furnished.<\/p>\n<\/p>\n

(c) The rights of Holders to communicate with other Holders with respect to
\ntheir rights under this Indenture or under the Notes, and the corresponding
\nrights and duties of the Trustee, shall be as provided by the Trust Indenture
\nAct.<\/p>\n<\/p>\n

(d) Every Holder, by receiving and holding a Note, agrees with the Company
\nand the Trustee that neither the Company nor the Trustee nor any agent of either
\nof them shall be held accountable by reason of any disclosure of information as
\nto names and addresses of Holders made pursuant hereto or otherwise in
\naccordance with the Trust Indenture Act.<\/p>\n<\/p>\n

Section 5.03. Reports by the Trustee.<\/em><\/p>\n<\/p>\n

(a) On or before July 1 in each year, commencing July 1, 2011, in which any
\nof the Notes are Outstanding, the Trustee shall transmit by mail, first-class
\npostage prepaid, to the Holders, as their names and addresses appear upon the
\nNote Register, a brief report dated as of the preceding May 1, if and to the
\nextent required under Section 313(a) of the Trust Indenture Act.<\/p>\n<\/p>\n

(b) The Trustee shall comply with Section 313(b) and 313(c) of the Trust
\nIndenture Act.<\/p>\n<\/p>\n

(c) A copy of each such report shall, at the time of such transmission to
\nHolders, be filed by the Trustee with the Company, with each securities exchange
\nupon which any Notes are listed (if so listed) and also with the Securities and
\nExchange Commission. The Company agrees to promptly notify the Trustee in
\nwriting when any Notes become listed on any securities exchange and of any
\ndelisting thereof.<\/p>\n<\/p>\n

ARTICLE 6<\/p>\n

\n

Default and Remedies<\/p>\n

\n

Section 6.01. Events of Default. <\/em>An “Event of
\nDefault<\/strong>” shall occur when any of the following occurs:<\/p>\n<\/p>\n

(a) the Company fails to pay when due the principal of any of the Notes at
\nthe Maturity Date, upon redemption, upon exercise of a repurchase right
\nhereunder or otherwise;<\/p>\n<\/p>\n

(b) the Company fails to pay an installment of interest on any of the Notes
\nfor 30 days or more after the date when due;<\/p>\n<\/p>\n

30<\/p>\n

\n

\n

(c) the Company fails to deliver when due all shares of Common Stock,
\ntogether with cash instead of fractional shares, and\/or other property, if
\napplicable, deliverable or payable, as the case may be, upon conversion of the
\nNotes pursuant to Article 13, which failure continues for a period of five
\nBusiness Days;<\/p>\n<\/p>\n

(d) the Company fails to provide a Fundamental Change Company Notice when due
\npursuant to Section 16.01;<\/p>\n<\/p>\n

(e) the Company fails to comply with its obligations under Section 10.01;\n<\/p>\n<\/p>\n

(f) the Company fails to perform or observe any other term, covenant or
\nagreement contained in the Notes or this Indenture for a period of 60 days after
\nwritten notice of such failure, requiring the Company to remedy the same, shall
\nhave been given to the Company by the Trustee or to the Company and the Trustee
\nby the Holders of at least 25% in aggregate principal amount of the
\nthen-Outstanding Notes;<\/p>\n<\/p>\n

(g) default by the Company or any Subsidiary of the Company with respect to
\nany mortgage, agreement or other instrument under which there may be
\noutstanding, or by which there may be secured or evidenced, any indebtedness for
\nmoney borrowed in excess of $10.0 million in the aggregate of the Company and\/or
\nany such Subsidiary, whether such indebtedness now exists or shall hereafter be
\ncreated (i) resulting in such indebtedness becoming or being declared due and
\npayable or (ii) constituting a failure to pay the principal or interest of any
\nsuch debt when due and payable at its stated maturity, upon required repurchase,
\nupon declaration of acceleration or otherwise; provided<\/em>,
\nhowever<\/em>, that if such default ceases or is cured, waived, rescinded or
\nannulled, then the related Event of Default under this Indenture shall be deemed
\nno longer to be continuing;<\/p>\n<\/p>\n

(h) an involuntary case or other proceeding shall be commenced against the
\nCompany seeking liquidation, reorganization or other relief with respect to the
\nCompany or its debts under any bankruptcy, insolvency or other similar law now
\nor hereafter in effect or seeking the appointment of a trustee, receiver,
\nliquidator, custodian or other similar official of the Company or any
\nsubstantial part of its property, and such involuntary case or other proceeding
\nshall remain undismissed and unstayed for a period of 30 consecutive days; or\n<\/p>\n<\/p>\n

(i) the Company pursuant to or within the meaning of any Bankruptcy Law:<\/p>\n<\/p>\n

(i) commences as a debtor a voluntary case or proceeding;<\/p>\n<\/p>\n

(ii) consents to the entry of an order for relief against it in an
\ninvoluntary case or proceeding or the commencement of any case against it;<\/p>\n<\/p>\n

31<\/p>\n

\n

\n

(iii) consents to the appointment of a Receiver of it or for all or
\nsubstantially all of its property;<\/p>\n<\/p>\n

(iv) makes a general assignment for the benefit of its creditors;<\/p>\n<\/p>\n

(v) files a petition in bankruptcy or answer or consent seeking
\nreorganization or relief; or<\/p>\n<\/p>\n

(vi) consents to the filing of such a petition or the appointment of or
\ntaking possession by a Receiver.<\/p>\n<\/p>\n

The term “Bankruptcy Law<\/strong>” means Title 11 of the United
\nStates Code (or any successor thereto) or any similar federal or state law for
\nthe relief of debtors. The term “Receiver<\/strong>” means any receiver,
\ntrustee, assignee, liquidator, sequestrator or similar official under any
\nBankruptcy Law.<\/p>\n<\/p>\n

Section 6.02. Acceleration of Maturity; Rescission and Annulment.
\n<\/em>If an Event of Default with respect to Outstanding Notes (other than an
\nEvent of Default specified Section 6.01(h) or Section 6.01(i) hereof in respect
\nof the Company) occurs and is continuing, the Trustee or the Holders of at least
\n25% in aggregate principal amount of the then-Outstanding Notes, by written
\nnotice to the Trustee, may declare the Notes due and payable at their principal
\namount plus any accrued and unpaid interest, and thereupon the Trustee may, at
\nits discretion, proceed to protect and enforce the rights of the Holders by the
\nappropriate judicial proceedings. Such declaration may be rescinded and annulled
\nwith the written consent of the Holders of a majority in aggregate principal
\namount of the then-Outstanding Notes, subject to the provisions of this
\nIndenture.<\/p>\n<\/p>\n

If an Event of Default specified in Section 6.01(h) or Section 6.01(i) hereof
\noccurs and is continuing, then all unpaid principal of and accrued and unpaid
\ninterest on the Outstanding Notes shall become immediately due and payable,
\nwithout any declaration or other act on the part of the Trustee or any Holder.\n<\/p>\n<\/p>\n

Notwithstanding the foregoing, at the election of the Company, the sole
\nremedy for an Event of Default specified in Section 6.01(f) relating to the
\nfailure by the Company to comply with its reporting obligations under Section
\n4.03 and for any failure to comply with the requirements of Section 314(a)(1) of
\nthe Trust Indenture Act, shall (i) for the first 90 days after the occurrence of
\nsuch an Event of Default, consist exclusively of the right to receive special
\ninterest on Notes (the “Special Interest<\/strong>“) at an annual rate
\nequal to 0.25% per annum of the principal amount of the Outstanding Notes, and
\n(ii) for the next 90 days after the expiration of such 90-day period, consist
\nexclusively of the right to receive Special Interest on the Notes at an annual
\nrate equal to 0.50% per annum of the principal amount of the Outstanding Notes.\n<\/p>\n<\/p>\n

32<\/p>\n

\n

\n

The Special Interest shall be paid semiannually in arrears, with the first
\nsemiannual payment due on the first Interest Payment Date following the date on
\nwhich the Special Interest began to accrue on any Notes. The Special Interest
\nshall accrue on all Outstanding Notes from, and including, the date on which an
\nEvent of Default relating to a failure to comply with the reporting obligations
\nunder Section 4.03 or a failure to comply with the requirements of Section
\n314(a)(1) of the Trust Indenture Act first occurs to, but not including, the
\n180th day thereafter (or such earlier date on which the Event of Default
\nrelating to such reporting obligations shall have been cured or waived). On such
\n180th day (or earlier, if such Event of Default is cured or waived pursuant to
\nSection 6.04 prior to such 180th day), such Special Interest will cease to
\naccrue and, if such Event of Default relating to such reporting obligations has
\nnot been cured or waived prior to such 180th day the Notes shall be subject to
\nacceleration as provided above in this Section 6.02. The provisions described in
\nthis paragraph shall not affect the rights of the Holders in the event of the
\noccurrence of any other Event of Default. In the event the Company does not
\nelect to pay Special Interest upon an Event of Default in accordance with this
\nparagraph, the Notes will be subject to acceleration as provided in this Section
\n6.02. If the Company elects to pay Special Interest as the sole remedy for an
\nEvent of Default specified in Section 6.01(d) relating to the failure by the
\nCompany to comply with its obligations under Section 4.03 or any failure to
\ncomply with the requirements of Section 314(a)(1) of the Trust Indenture Act,
\nthe Company shall notify in writing, in the manner provided for in Section
\n18.03, the Holders and the Trustee of such election at any time on or before the
\nclose of business on the date on which such Event of Default first occurs. If
\nthe Company fails to timely give such notice, the Notes shall be subject to
\nacceleration as provided in this Section 6.02.<\/p>\n<\/p>\n

The Holders of a majority in aggregate principal amount of the
\nthen-Outstanding Notes by written notice to the Trustee may rescind and annul an
\nacceleration and its consequences if:<\/p>\n<\/p>\n

(1) all existing Events of Default, other than the nonpayment of principal
\n(including the Redemption Price, the Repurchase Price and the Fundamental Change
\nRepurchase Price, if applicable) of or interest on the Notes which has become
\ndue solely because of the acceleration, have been remedied, cured or waived; and\n<\/p>\n<\/p>\n

(2) the rescission would not conflict with any judgment or decree of a court
\nof competent jurisdiction;<\/p>\n<\/p>\n

provided<\/em>, however<\/em>, that in the event such declaration of
\nacceleration has been made based on the existence of an Event of Default under
\nSection 6.01(g) hereof and such Event of Default has been remedied, cured or
\nwaived in accordance with Section 6.01(g) hereof, then, without any further
\naction by the Holders, such declaration of acceleration shall be rescinded
\nautomatically and the consequences<\/p>\n<\/p>\n

33<\/p>\n

\n

\n

of such declaration shall be annulled. No such rescission or annulment shall
\naffect any subsequent Default or impair any right consequent thereon.<\/p>\n<\/p>\n

Section 6.03. Other Remedies. <\/em>If an Event of Default with respect to
\nOutstanding Notes occurs and is continuing, the Trustee may pursue any available
\nremedy by proceeding at law or in equity to collect the payment of principal of
\nor interest on the Notes or to enforce the performance of any provision of the
\nNotes.<\/p>\n<\/p>\n

Section 6.04. Waiver of Past Defaults. <\/em>The Holders, either (a)
\nthrough the written consent of not less than a majority in aggregate principal
\namount of the Notes then Outstanding or (b) by the adoption of a resolution, at
\na meeting of Holders of the Notes then Outstanding at which a quorum is present,
\nby the Holders of at least a majority in aggregate principal amount of the
\nOutstanding Notes represented at such meeting, may, on behalf of the Holders of
\nall of the Notes, waive an existing Default or Event of Default, except a
\nDefault or Event of Default:<\/p>\n<\/p>\n

(1) in the payment of the principal of (including the Redemption Price, the
\nRepurchase Price or the Fundamental Change Repurchase Price, if applicable) or
\ninterest on any Note;<\/p>\n<\/p>\n

(2) in respect of the right to convert any Note in accordance with Article
\n13; or<\/p>\n<\/p>\n

(3) in respect of the covenants or provisions hereof which, under Section
\n9.02 hereof, cannot be modified or amended without the consent of the Holder of
\neach Outstanding Note affected.<\/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; provided<\/em>, however<\/em>, that no such waiver
\nshall extend to any subsequent or other Default or impair any right consequent
\nthereon.<\/p>\n<\/p>\n

Section 6.05. Control by Majority. <\/em>The Holders, either (a) through
\nthe written consent of not less than a majority in aggregate principal amount of
\nthe Notes then Outstanding, or (b) by the adoption of a resolution, at a meeting
\nof Holders of the Notes then Outstanding at which a quorum is present, by the
\nHolders of at least a majority in aggregate principal amount of the Outstanding
\nNotes represented at such meeting, shall have the right to direct the time,
\nmethod and place of conducting any proceeding for any remedy available to the
\nTrustee or exercising any trust or power conferred on the Trustee, subject to
\nthe provisions of this Indenture. However, the Trustee may refuse to follow any
\ndirection that:<\/p>\n<\/p>\n

(a) conflicts with any law or with this Indenture;<\/p>\n<\/p>\n

34<\/p>\n

\n

\n

(b) the Trustee determines may be unduly prejudicial to the rights of the
\nHolders not joining therein; or<\/p>\n<\/p>\n

(c) in the Trustee153s reasonable judgment may expose the Trustee to personal
\nliability.<\/p>\n<\/p>\n

The Trustee may take any other action deemed proper by the Trustee which is
\nnot inconsistent with such direction.<\/p>\n<\/p>\n

Section 6.06. Limitation On Suit. <\/em>No Holder of any Note may pursue
\nany remedy with respect to this Indenture or the Notes (including instituting
\nany proceeding, judicial or otherwise, with respect to this Indenture or for the
\nappointment of a receiver or trustee), except, in the case of a Default or Event
\nof Default in the payment of the principal of (including the Redemption Price,
\nthe Repurchase Price or the Fundamental Change Repurchase Price, if applicable)
\nor interest on the Notes or Default in the delivery of the shares of Common
\nStock and payment of cash in lieu of fractional shares due upon conversion of
\nNotes, unless:<\/p>\n<\/p>\n

(a) such Holder has previously given written notice to the Trustee of an
\nEvent of Default that is continuing;<\/p>\n<\/p>\n

(b) the Holders of at least 25% in aggregate principal amount of the Notes
\nthen Outstanding shall have made a written request to the Trustee to pursue the
\nremedy;<\/p>\n<\/p>\n

(c) such Holder or Holders have offered the Trustee security or indemnity
\nreasonably satisfactory to the Trustee against any costs, liabilities or
\nexpenses incurred in complying with such request;<\/p>\n<\/p>\n

(d) the Trustee does not, within 60 days after receipt of the request and
\noffer of indemnity, receive an inconsistent direction from the Holders of a
\nmajority in principal amount of the Notes; and<\/p>\n<\/p>\n

(e) the Trustee has failed to comply with the request for 60 days after the
\nreceipt of such request and an offer of indemnity.<\/p>\n<\/p>\n

A Holder of Notes may not use this Indenture to prejudice the rights of
\nanother Holder of Notes or to obtain a preference or priority over another
\nHolder of Notes (it being understood that the Trustee does not have an
\naffirmative duty to ascertain whether or not such actions or forbearances are
\nunduly prejudicial to such Holders).<\/p>\n<\/p>\n

Section 6.07. Unconditional Rights of Holders to Receive Payment and to
\nConvert. <\/em>In addition to the other rights and remedies set forth in this
\nArticle 6, the following shall apply with respect to the Notes under this
\nIndenture.<\/p>\n<\/p>\n

35<\/p>\n

\n

\n

Notwithstanding any other provision in this Indenture, the Holder of any Note
\nshall have the right, which is absolute and unconditional, to receive payment of
\nthe principal amount (including the Redemption Price, the Repurchase Price and
\nthe Fundamental Change Repurchase Price, if applicable), interest and the
\nMake-Whole Fundamental Change Premium, if any, in respect of the Notes held by
\nsuch Holder, on or after the respective due dates expressed in the Notes and
\nthis Indenture, and to convert such Note in accordance with Article 13, and to
\nbring suit for the enforcement of any such payment on or after such respective
\ndue dates or for the right to convert in accordance with Article 13, and shall
\nnot be impaired or affected without the consent of such Holder.<\/p>\n<\/p>\n

Section 6.08. Collection of Indebtedness and Suits For Enforcement By the
\nTrustee. <\/em>The Company covenants that if an Event of Default occurs under
\nSection 6.01(a) or Section 6.01(b), then the Company shall, upon demand of the
\nTrustee, pay to it, for the benefit of the Holders of such Notes, the whole
\namount then due and payable (as expressed therein or as a result of any
\nacceleration effected pursuant to Section 6.02 hereof) on such Notes for
\nprincipal (including the Redemption Price, the Repurchase Price and Fundamental
\nChange Repurchase Price, if applicable) and interest and, to the extent that
\npayment of such interest shall be legally enforceable, interest on any overdue
\nprincipal (including the Redemption Price, the Repurchase Price and the
\nFundamental Change Repurchase Price, if applicable) and on any overdue interest,
\nin each case at the rate borne by the Notes from the required payment date, and,
\nin addition thereto, such further amount as shall be sufficient to cover the
\ncosts and expenses of collection, including the reasonable compensation,
\nexpenses, disbursements and advances of the Trustee, its agents and counsel.\n<\/p>\n<\/p>\n

If the Company fails to pay such amounts forthwith upon such demand, the
\nTrustee, in its own name and as trustee of an express trust, may institute a
\njudicial proceeding for the collection of the sums so due and unpaid, may
\nprosecute such proceeding to judgment or final decree and may enforce the same
\nagainst the Company and collect the moneys adjudged or decreed to be payable in
\nthe manner provided by law out of the property of the Company, wherever
\nsituated.<\/p>\n<\/p>\n

If an Event of Default occurs and is continuing, the Trustee may in its
\ndiscretion proceed to protect and enforce its rights and the rights of the
\nHolders of Notes by such appropriate judicial proceedings as the Trustee shall
\ndeem most effectual to protect and enforce any such rights, whether for the
\nspecific enforcement of any covenant or agreement in this Indenture or in aid of
\nthe exercise of any power granted herein, or to enforce any other proper remedy.\n<\/p>\n<\/p>\n

Section 6.09. Trustee May File Proofs of Claim. <\/em>In case of the
\npendency of any receivership, insolvency, liquidation, bankruptcy,
\nreorganization, arrangement, adjustment, composition or other judicial
\nproceeding relative to the<\/p>\n<\/p>\n

36<\/p>\n

\n

\n

Company or the property of the Company or its creditors, the Trustee
\n(irrespective of whether the principal of the Notes (including the Redemption
\nPrice, the Repurchase Price or the Fundamental Change Repurchase Price, if
\napplicable) shall then be due and payable as therein expressed or by declaration
\nor otherwise and irrespective of whether the Trustee shall have made any demand
\non the Company for the payment of overdue principal or interest) shall be
\nentitled and empowered, by intervention in such proceeding or otherwise, (1) to
\nfile and prove a claim for the whole amount of principal (including the
\nRedemption Price, the Repurchase Price and the Fundamental Change Repurchase
\nPrice, if applicable) and interest owing and unpaid in respect of the Notes and
\nto file such other papers or documents as may be necessary or advisable in order
\nto have the claims of the Trustee (including any claim for the reasonable
\ncompensation, expenses, disbursements and advances of the Trustee, its agents
\nand counsel, and any other amounts due to the Trustee hereunder) and of the
\nHolders of Notes allowed in such judicial proceeding, and (2) to collect and
\nreceive any moneys or other property payable or deliverable on any such claim
\nand to distribute the same; and any custodian, receiver, assignee, trustee,
\nliquidator, sequestrator or other similar official in any such judicial
\nproceedings is hereby authorized by each Holder of Notes to make such payments
\nto the Trustee and, in the event that the Trustee shall consent to the making of
\nsuch payments directly to the Holders of Notes, to pay to the Trustee any amount
\ndue to it for the reasonable compensation, expenses, disbursements and advances
\nof the Trustee, its agents and counsel and any other amounts due the Trustee
\nunder this Indenture.<\/p>\n<\/p>\n

Nothing contained herein shall be deemed to authorize the Trustee to
\nauthorize or consent to or accept, or adopt on behalf of any Holder of a Note,
\nany plan of reorganization, arrangement, adjustment or composition affecting the
\nNotes or the rights of any Holder thereof or to authorize the Trustee to vote in
\nrespect of the claim of any Holder of a Note in any such proceeding.<\/p>\n<\/p>\n

Section 6.10. Restoration of Rights and Remedies. <\/em>If the Trustee or
\nany Holder of a Note has instituted any proceeding to enforce any right or
\nremedy under this Indenture and such proceeding has been discontinued or
\nabandoned for any reason, or has been determined adversely to the Trustee or to
\nsuch Holder, then and in every such case, subject to any determination in such
\nproceeding, the Company, the Trustee and the Holders of Notes shall be restored
\nseverally and respectively to their former positions hereunder and thereafter
\nall rights and remedies of the Trustee and the Holders shall continue as though
\nno such proceeding had been instituted.<\/p>\n<\/p>\n

Section 6.11. Rights and Remedies Cumulative. <\/em>Except as otherwise
\nprovided with respect to the replacement or payment of mutilated, destroyed,
\nlost or stolen Notes in Section 2.06, no right or remedy conferred in this
\nIndenture upon or reserved to the Trustee or to the Holders of Notes is intended
\nto be exclusive of any other right or remedy, and every right and remedy shall,
\nto the<\/p>\n<\/p>\n

37<\/p>\n

\n

\n

extent permitted by law, be cumulative and in addition to every other right
\nand remedy given hereunder or hereafter existing at law or in equity or
\notherwise. The assertion or employment of any right or remedy hereunder, or
\notherwise, shall not prevent the concurrent assertion or employment of any other
\nappropriate right or remedy.<\/p>\n<\/p>\n

Section 6.12. Delay or Omission Not Waiver. <\/em>No delay or omission of
\nthe Trustee or of any Holder of any Note to exercise any right or remedy
\naccruing upon any Event of Default shall impair any such right or remedy or
\nconstitute a waiver of any such Event of Default or any acquiescence therein.
\nEvery right and remedy given by this Article 6 or by law to the Trustee or to
\nthe Holders of Notes may be exercised from time to time, and as often as may be
\ndeemed expedient, by the Trustee or by the Holders of Notes, as the case may be.\n<\/p>\n<\/p>\n

Section 6.13. Application of Money Collected. <\/em>Any money and property
\ncollected by the Trustee pursuant to this Article 6 shall be applied in the
\nfollowing order, at the date or dates fixed by the Trustee and, in case of the
\ndistribution of such money and property on account of principal (including the
\nRedemption Price, the Repurchase Price and the Fundamental Change Repurchase
\nPrice, if applicable) or interest, upon presentation of the Notes and the
\nnotation thereon of the payment if only partially paid and upon surrender
\nthereof if fully paid:<\/p>\n<\/p>\n

FIRST: To the payment of all amounts due the Trustee, including its agents
\nand counsel;<\/p>\n<\/p>\n

SECOND: To the payment of the amounts then due and unpaid for principal
\n(including the Redemption Price, the Repurchase Price and the Fundamental Change
\nRepurchase Price, if applicable) of and interest on the Notes in respect of
\nwhich or for the benefit of which such money has been collected, ratably,
\nwithout preference or priority of any kind, according to the amounts due and
\npayable on such Notes for principal (including the Redemption Price, the
\nRepurchase Price and the Fundamental Change Repurchase Price, if applicable) and
\ninterest, respectively; and<\/p>\n<\/p>\n

THIRD: Any remaining amounts shall be repaid to the Company.<\/p>\n<\/p>\n

Section 6.14. Undertaking For Costs. <\/em>All parties to this Indenture
\nagree, and each Holder of any Note by such Holder153s acceptance thereof shall be
\ndeemed to have agreed, that any court may in its discretion require, in any suit
\nfor the enforcement of any right or remedy under this Indenture, or in any suit
\nagainst the Trustee for any action taken, suffered or omitted by it as Trustee
\nwith respect to the Notes, the filing by any party litigant in such suit of an
\nundertaking to pay the costs of such suit, and that such court may in its
\ndiscretion assess reasonable costs, including reasonable attorneys153 fees and
\nexpenses, against any party litigant in such suit, having due regard to the
\nmerits and good faith of the claims or<\/p>\n<\/p>\n

38<\/p>\n

\n

\n

defenses made by such party litigant; but the provisions of this Section 6.14
\nshall not apply to any suit instituted by the Company, to any suit instituted by
\nthe Trustee, to any suit instituted by any Holder, or group of Holders, holding
\nin the aggregate more than 10% in aggregate principal amount of the Notes then
\nOutstanding, or to any suit instituted by any Holder of any Note for the
\nenforcement of the payment of the principal (including the Redemption Price, the
\nRepurchase Price and the Fundamental Change Repurchase Price, if applicable) of
\nor interest on any Note on or after the stated maturity expressed in such Note,
\non or after the Redemption Date (in the case of Notes called for redemption), on
\nor after the Repurchase Date (in the case of Notes the Company is required to
\nrepurchase pursuant to Article 14), or on or after the Fundamental Change
\nRepurchase Date (in the case of Notes the Company is required to repurchase
\npursuant to Article 16) or for the enforcement of the right to convert any Note
\nin accordance with Article 13.<\/p>\n<\/p>\n

Section 6.15. Waiver of Stay or Extension Laws. <\/em>The Company
\ncovenants (to the extent that it may lawfully do so) that it shall not at any
\ntime insist upon, or plead, or in any manner whatsoever claim to take the
\nbenefit or advantage of, any stay or extension law wherever enacted, now or at
\nany time hereafter in force, which may affect the covenants or the performance
\nof this Indenture; and the Company (to the extent that it may lawfully do so)
\nhereby expressly waives all benefit or advantage of any such law and covenants
\nthat it shall not hinder, delay or impede the execution of any power herein
\ngranted to the Trustee, but shall suffer and permit the execution of every such
\npower as though no such law had been enacted.<\/p>\n<\/p>\n

Section 6.16. Notice of Default. <\/em>If any Default or any Event of
\nDefault occurs and is continuing and if such Default or Event of Default is
\nactually known to a Responsible Officer of the Trustee, the Trustee shall within
\n90 days of the occurrence of a Default or Event of Default, mail to each Holder
\nnotice of all uncured Defaults or Events of Default known to the Trustee, unless
\nsuch Default or Event of Default has been cured; provided<\/em>,
\nhowever<\/em>, that, except in the case of a default in the payment of the
\nprincipal of (including the Redemption Price, the Repurchase Price and the
\nFundamental Change Repurchase Price, if applicable) or interest on any Note, the
\nTrustee shall be protected in withholding such notice if the Trustee in good
\nfaith determines that the withholding of such notice is in the interest of such
\nHolders.<\/p>\n<\/p>\n

ARTICLE 7<\/p>\n

\n

Concerning the Trustee<\/p>\n

\n

Section 7.01. Certain Duties and Responsibilities of Trustee. <\/em>(a)
\nThe Trustee, prior to the occurrence of an Event of Default and after the curing
\nof all Events of Default that may have occurred, shall undertake to perform with
\nrespect<\/p>\n<\/p>\n

39<\/p>\n

\n

\n

to the Notes such duties and only such duties as are specifically set forth
\nin this Indenture, and no implied covenants shall be read into this Indenture
\nagainst the Trustee. In case an Event of Default has occurred (that has not been
\ncured or waived), the Trustee shall exercise with respect to the Notes such of
\nthe rights and powers vested in it by this Indenture, and use the same degree of
\ncare and skill in their exercise, as a prudent person would exercise or use
\nunder the circumstances in the conduct of his or her own affairs.<\/p>\n<\/p>\n

(b) No provision of this Indenture shall be construed to relieve the Trustee
\nfrom liability for its own negligent action, its own negligent failure to act,
\nor its own willful misconduct, except that:<\/p>\n<\/p>\n

(i) prior to the occurrence of an Event of Default and after the curing or
\nwaiving of all such Events of Default that may have occurred:<\/p>\n<\/p>\n

(A) the duties and obligations of the Trustee shall with respect to the Notes
\nbe determined solely by the express provisions of this Indenture, and the
\nTrustee shall not be liable with respect to the Notes except for the performance
\nof such duties and obligations as are specifically set forth in this Indenture
\nand subject to the terms of this Indenture, and no implied covenants or
\nobligations shall be read into this Indenture against the Trustee; and<\/p>\n<\/p>\n

(B) in the absence of bad faith on the part of the Trustee, the Trustee may
\nwith respect to the Notes conclusively rely, as to the truth of the statements
\nand the correctness of the opinions expressed therein, upon any certificates or
\nopinions furnished to the Trustee and conforming to the requirements of this
\nIndenture; but in the case of any such certificates or opinions that by any
\nprovision hereof are specifically required to be furnished to the Trustee, the
\nTrustee shall be under a duty to examine the same 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

(ii) the Trustee shall not be liable for any error of judgment made in good
\nfaith by a Responsible Officer or Responsible Officers of the Trustee, unless it
\nshall be proved that the Trustee was negligent in ascertaining the pertinent
\nfacts;<\/p>\n<\/p>\n

(iii) the Trustee shall not be liable with respect to any action taken or
\nomitted to be taken by it in good faith in accordance with the direction of the
\nHolders of not less than a majority in principal amount of<\/p>\n<\/p>\n

40<\/p>\n

\n

\n

the Notes at the time Outstanding relating to the time, method and place of
\nconducting any proceeding for any remedy available to the Trustee, or exercising
\nany trust or power conferred upon the Trustee under this Indenture with respect
\nto the Notes; and<\/p>\n<\/p>\n

(iv) none of the provisions contained in this Indenture shall require the
\nTrustee to expend or risk its own funds or otherwise incur personal financial
\nliability in the performance of any of its duties or in the exercise of any of
\nits rights or powers if there is reasonable ground for believing that the
\nrepayment of such funds or liability is not reasonably assured to it under the
\nterms of this Indenture or adequate indemnity against such risk is not
\nreasonably assured to it.<\/p>\n<\/p>\n

Section 7.02. Certain Rights of Trustee. <\/em>Except as otherwise
\nprovided in Section 7.01:<\/p>\n<\/p>\n

(a) the Trustee may rely conclusively and shall be protected in acting or
\nrefraining from acting upon any resolution, certificate, statement, instrument,
\nopinion, report, notice, request, consent, order, approval, bond, security or
\nother paper or document believed by it to be genuine and to have been signed or
\npresented by the proper party or parties;<\/p>\n<\/p>\n

(b) any request, direction, order or demand of the Company mentioned herein
\nshall be sufficiently evidenced by a Board Resolution or an instrument signed in
\nthe name of the Company by any authorized officer of the Company (unless other
\nevidence in respect thereof is specifically prescribed herein);<\/p>\n<\/p>\n

(c) the Trustee may consult with counsel of its selection and the advice of
\nsuch counsel or any Opinion of Counsel shall be full and complete authorization
\nand protection in respect of any action taken or suffered or omitted hereunder
\nin good faith and in reliance thereon;<\/p>\n<\/p>\n

(d) the Trustee shall be under no obligation to exercise any of the rights or
\npowers vested in it by this Indenture at the request, order or direction of any
\nof the Holders pursuant to the provisions of this Indenture, unless such Holders
\nshall have offered the Trustee security or indemnity satisfactory to the Trustee
\nagainst the costs, expenses and liabilities that may be incurred therein or
\nthereby;<\/p>\n<\/p>\n

(e) the Trustee shall not be liable for any action taken or omitted to be
\ntaken by it in good faith and believed by it to be authorized or within the
\ndiscretion or rights or powers conferred upon it by this Indenture;<\/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, report, notice, request, consent, order, approval, bond, security, or
\nother papers or documents, unless requested in writing so to do by the Holders
\nof not less than a<\/p>\n<\/p>\n

41<\/p>\n

\n

\n

majority in principal amount of the Outstanding Notes affected thereby
\n(determined as provided in Section 8.04) but the Trustee, in its discretion, may
\nmake such further inquiry or investigation into such facts or matters as it may
\nsee fit, and, if the Trustee shall determine to make such further inquiry or
\ninvestigation, it shall be entitled to examine the books, records and premises
\nof the Company, personally or by agent or attorney; provided<\/em>,
\nhowever<\/em>, that if the payment within a reasonable time to the Trustee of
\nthe costs, expenses or liabilities likely to be incurred by it in the making of
\nsuch investigation is, in the opinion of the Trustee, not reasonably assured to
\nthe Trustee by the security afforded to it by the terms of this Indenture, the
\nTrustee may require indemnity reasonably satisfactory to the Trustee against
\nsuch costs, expenses or liabilities as a condition to so proceeding. The
\nreasonable expense of every such investigation shall be paid by the Company or,
\nif paid by the Trustee, shall be repaid by the Company upon demand;<\/p>\n<\/p>\n

(g) the Trustee may execute any of the trusts or powers hereunder or perform
\nany duties hereunder either directly or by or through agents, attorneys or other
\nprofessionals or consultants and may retain such parties in furtherance of its
\nadministration hereunder and the Trustee shall not be responsible for any
\nmisconduct or negligence on the part of any such agent, attorney or other
\nprofessional appointed with due care by it hereunder;<\/p>\n<\/p>\n

(h) in no event shall the Trustee be responsible or liable for special,
\nindirect, punitive or consequential loss or damage of any kind whatsoever
\n(including, but not limited to, loss of profit) irrespective of whether the
\nTrustee has been advised of the likelihood of such loss or damage and regardless
\nof the form of action;<\/p>\n<\/p>\n

(i) the rights, privileges, protections, immunities and benefits given to the
\nTrustee, including, without limitation, its right to be indemnified, are
\nextended to, and shall be enforceable by, the Trustee in each of its capacities
\nhereunder, and each agent, custodian and other Person employed to act hereunder;\n<\/p>\n<\/p>\n

(j) the Trustee shall not be required to give any bond or surety in respect
\nof the performance of its powers and duties hereunder; and<\/p>\n<\/p>\n

(k) the Trustee may request that the Company deliver a certificate setting
\nforth the names of individuals and\/or titles of officers authorized at such time
\nto take specified actions pursuant to this Indenture.<\/p>\n<\/p>\n

In addition, the Trustee shall not be deemed to have knowledge of any Default
\nor Event of Default except (1) any Event of Default occurring pursuant to
\nSection 6.01(a) and 6.01(b) or (2) any Default or Event of Default of which the
\nTrustee shall have received written notification in the manner set forth in this
\nIndenture or a Responsible Officer of the Trustee shall have obtained actual\n<\/p>\n<\/p>\n

42<\/p>\n

\n

\n

knowledge. Delivery of reports, information and documents to the Trustee
\nunder Section 4.03 is for informational purposes only and the information and
\nthe Trustee153s receipt of the foregoing shall not constitute constructive notice
\nof any information contained therein, or determinable from information contained
\ntherein including the Company153s compliance with any of their covenants
\nthereunder (as to which the Trustee is entitled to rely conclusively on an
\nOfficers153 Certificate).<\/p>\n<\/p>\n

Section 7.03. Trustee Not Responsible for Recitals or Issuance or
\nNotes.<\/em><\/p>\n<\/p>\n

(a) The recitals contained herein and in the Notes shall be taken as the
\nstatements of the Company, and the Trustee assumes no responsibility for the
\ncorrectness of the same.<\/p>\n<\/p>\n

(b) The Trustee makes no representations as to the validity or sufficiency of
\nthis Indenture or of the Notes.<\/p>\n<\/p>\n

(c) The Trustee shall not be accountable for the use or application by the
\nCompany of any of the Notes or of the proceeds of such Notes, or for the use or
\napplication of any moneys paid over by the Trustee in accordance with any
\nprovision of this Indenture, or for the use or application of any moneys
\nreceived by any Paying Agent other than the Trustee, acting in such capacity.\n<\/p>\n<\/p>\n

Section 7.04. May Hold Notes. <\/em>The Trustee or any Paying Agent or
\nNote Registrar, in its individual or any other capacity, may become the owner or
\npledgee of Notes with the same rights it would have if it were not Trustee,
\nPaying Agent or Note Registrar.<\/p>\n<\/p>\n

Section 7.05. Moneys Held in Trust. <\/em>Subject to the provisions of
\nSection 3.03, all moneys received by the Trustee shall, until used or applied as
\nherein provided, be held in trust for the purposes for which they were received,
\nbut need not be segregated from other funds except to the extent required by
\nlaw. The Trustee shall be under no liability for interest on any moneys received
\nby it hereunder except such as it may agree to in writing with the Company to
\npay thereon.<\/p>\n<\/p>\n

Section 7.06. Compensation and Reimbursement.<\/em><\/p>\n<\/p>\n

(a) The Company covenants and agrees to pay to the Trustee, and the Trustee
\nshall receive, such compensation (which shall not be limited by any provision of
\nlaw in regard to the compensation of a trustee of an express trust) as the
\nCompany and the Trustee may from time to time agree in writing, for all services
\nrendered by it in the execution of the trusts hereby created and in the exercise
\nand performance of any of the powers and duties hereunder of the Trustee, and,
\nexcept as otherwise expressly provided herein, the Company shall pay or
\nreimburse the Trustee upon its request for all reasonable expenses,<\/p>\n<\/p>\n

43<\/p>\n

\n

\n

disbursements and advances incurred or made by the Trustee in accordance with
\nany of the provisions of this Indenture (including the reasonable compensation
\nand the expenses and disbursements of its counsel and of all Persons not
\nregularly in its employ), except any such expense, disbursement or advance as
\nmay arise from its negligence, willful misconduct or bad faith and except as the
\nCompany and Trustee may from time to time agree in writing. The Company also
\ncovenants to indemnify the Trustee (and its officers, agents, directors and
\nemployees) for, and to hold it harmless against, any loss, liability or expense
\nincurred without negligence, willful misconduct or bad faith on the part of the
\nTrustee and arising out of or in connection with the acceptance or
\nadministration of this trust, including the reasonable costs and expenses of
\ndefending itself against any claim (whether asserted by the Company, any Holder
\nor any other Person) of liability in the premises.<\/p>\n<\/p>\n

(b) The obligations of the Company under this Section 7.06 to compensate and
\nindemnify the Trustee and to pay or reimburse the Trustee for reasonable
\nexpenses, disbursements and advances shall constitute additional indebtedness
\nhereunder. Such additional indebtedness shall be secured by a lien prior to that
\nof the Notes upon all property and funds held or collected by the Trustee as
\nsuch, except funds held in trust for the benefit of the Holders.<\/p>\n<\/p>\n

(c) The Company covenants and agrees to indemnify the Trustee for, and hold
\nit harmless from and against, any loss, liability or expense reasonably incurred
\nby it arising out of or in connection with the acceptance or administration of
\nthe trust or trusts hereunder or the performance of its duties hereunder,
\nincluding the reasonable costs and expenses of defending itself against any
\nclaim or liability in connection with the exercise or performance of any of its
\npowers or duties hereunder except to the extent any such loss, liability or
\nexpense may be attributable to its negligence, willful misconduct or bad faith.\n<\/p>\n<\/p>\n

(d) In addition and without prejudice to the rights provided to the Trustee
\nunder any of the provisions of this Indenture, when the Trustee incurs expenses
\nor renders services in connection with an Event of Default specified in Section
\n6.01(h) or Section 6.01(i), the expenses (including the reasonable charges and
\nexpenses of its counsel) and the compensation for the services are intended to
\nconstitute expenses of administration under any applicable federal and state
\nbankruptcy, insolvency or other similar law.<\/p>\n<\/p>\n

(e) The Company153s obligations under this Section 7.06 and the lien referred
\nto in Section 7.06(b) shall survive the resignation or removal of the Trustee,
\nthe discharge of the Company153s obligations under Article 3 of this Indenture
\nand\/or the termination of this Indenture.<\/p>\n<\/p>\n

Section 7.07. Reliance on Officers153 Certificate and Opinions.
\n<\/em>Except as otherwise provided in Section 7.01, whenever in the
\nadministration of the<\/p>\n<\/p>\n

44<\/p>\n

\n

\n

provisions of this Indenture the Trustee shall deem it reasonably necessary
\nor desirable that a matter be proved or established prior to taking or suffering
\nor omitting to take any action hereunder, such matter (unless other evidence in
\nrespect thereof be herein specifically prescribed) may, in the absence of
\nnegligence, willful misconduct or bad faith on the part of the Trustee, be
\ndeemed to be conclusively proved and established by an Officers153 Certificate and
\nOpinion of Counsel delivered to the Trustee and such certificate or opinion, in
\nthe absence of negligence, willful misconduct or bad faith on the part of the
\nTrustee, shall be full warrant to the Trustee for any action taken, suffered or
\nomitted to be taken by it under the provisions of this Indenture upon the faith
\nthereof.<\/p>\n<\/p>\n

Section 7.08. Corporate Trustee Required; Eligibility. <\/em>There shall
\nat all times be a Trustee with respect to the Notes issued hereunder which shall
\nat all times be a corporation organized and doing business under the laws of the
\nUnited States of America or any state or territory thereof or of the District of
\nColumbia, or a corporation or other Person that is eligible to act as such under
\nthe Trust Indenture Act and permitted to act as trustee by the Securities and
\nExchange Commission, authorized under such laws to exercise corporate trust
\npowers, having a combined capital and surplus of at least fifty million U.S.
\ndollars ($50,000,000), and subject to supervision or examination by federal,
\nstate, territorial or District of Columbia authority.<\/p>\n<\/p>\n

If such corporation or other Person publishes reports of condition at least
\nannually, pursuant to law or to the requirements of the aforesaid supervising or
\nexamining authority, then for the purposes of this Section 7.08, the combined
\ncapital and surplus of such corporation or other Person shall be deemed to be
\nits combined capital and surplus as set forth in its most recent report of
\ncondition so published. The Company may not, nor may any Person directly or
\nindirectly controlling, controlled by, or under common control with the Company,
\nserve as Trustee. In case at any time the Trustee shall cease to be eligible in
\naccordance with the provisions of this Section 7.08, the Trustee shall resign
\nimmediately in the manner and with the effect specified in Section 7.09.<\/p>\n<\/p>\n

Section 7.09. Resignation and Removal; Appointment of Successor.<\/em>\n<\/p>\n<\/p>\n

(a) The Trustee or any successor hereafter appointed may at any time resign
\nwith respect to the Notes by giving written notice thereof to the Company. Upon
\nreceiving such notice of resignation, the Company shall promptly appoint a
\nsuccessor trustee with respect to the Notes by written instrument, in duplicate,
\nexecuted by order of the Board of Directors, one copy of which instrument shall
\nbe delivered to the resigning Trustee and one copy to the successor trustee. If
\nno successor trustee shall have been so appointed and have accepted appointment
\nwithin 30 days after the mailing of such notice of resignation, the resigning
\nTrustee, at the expense of the Company, may petition any court of competent
\njurisdiction for the appointment of a successor trustee with respect to the
\nNotes, or<\/p>\n<\/p>\n

45<\/p>\n

\n

\n

any Holder who has been a bona fide Holder of Notes for at least six months
\nmay on behalf of himself and all others similarly situated, petition any such
\ncourt for the appointment of a successor trustee. Such court may thereupon after
\nsuch notice, if any, as it may deem proper and prescribe, appoint a successor
\ntrustee.<\/p>\n<\/p>\n

(b) In case at any time any one of the following shall occur:<\/p>\n<\/p>\n

(i) the Trustee shall fail to comply with the provisions of Section 7.08
\nafter written request therefor by the Company or by any Holder who has been a
\nbona fide Holder of Notes for at least six months;<\/p>\n<\/p>\n

(ii) the Trustee shall cease to be eligible in accordance with the provisions
\nof Section 7.08 and shall fail to resign after written request therefor by the
\nCompany or by any such Holder; or<\/p>\n<\/p>\n

(iii) the Trustee shall become incapable of acting, or shall be adjudged a
\nbankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a
\nreceiver of the Trustee or of its property shall be appointed or consented to,
\nor any public officer shall take charge or control of the Trustee or of its
\nproperty or affairs for the purpose of rehabilitation, conservation or
\nliquidation,<\/p>\n<\/p>\n

then, in any such case, the Company may remove the Trustee with respect to
\nthe Notes and appoint a successor trustee by written instrument, in duplicate,
\nexecuted by order of the Board of Directors, one copy of which instrument shall
\nbe delivered to the Trustee so removed and one copy to the successor trustee, or
\nany Holder who has been a bona fide Holder of Notes for at least six months may,
\non behalf of that Holder and all others similarly situated, petition any court
\nof competent jurisdiction for the removal of the Trustee and the appointment of
\na successor trustee. Such court may thereupon after such notice, if any, as it
\nmay deem proper and prescribe, remove the Trustee and appoint a successor
\ntrustee.<\/p>\n<\/p>\n

(c) The Holders of a majority in aggregate principal amount of the Notes at
\nthe time Outstanding may at any time remove the Trustee by so notifying the
\nTrustee and the Company in writing and may nominate a successor Trustee that
\nshall be deemed appointed as successor trustee unless within ten days after
\nnotice to the Company of such nomination the Company objects thereto, in which
\ncase the Trustee so removed, at the expense of the Company, or any Holder, upon
\nthe terms and conditions and otherwise as in Section 7.09(a) provided, may
\npetition any court of competent jurisdiction for an appointment of a successor
\ntrustee.<\/p>\n<\/p>\n

(d) Any resignation or removal of the Trustee and appointment of a successor
\ntrustee with respect to the Notes pursuant to any of the provisions of this
\nSection 7.09 shall become effective upon acceptance of appointment by the
\nsuccessor trustee as provided in Section 7.10.<\/p>\n<\/p>\n

46<\/p>\n

\n

\n

Section 7.10. Acceptance of Appointment By Successor.<\/em><\/p>\n<\/p>\n

(a) In case of the appointment hereunder of a successor trustee with respect
\nto all Notes, every such successor trustee so appointed shall execute,
\nacknowledge and deliver to the Company and to the retiring Trustee an instrument
\naccepting such appointment, and thereupon the resignation or removal of the
\nretiring Trustee shall become effective and such successor trustee, without any
\nfurther act, deed or conveyance, shall become vested with all the rights,
\npowers, trusts and duties of the retiring Trustee; but, on the written request
\nof the Company or the successor trustee, such retiring Trustee shall, upon
\npayment of its charges, execute and deliver an instrument transferring to such
\nsuccessor trustee all the rights, powers and trusts of the retiring Trustee and
\nshall duly assign, transfer and deliver to such successor trustee all property
\nand money held by such retiring Trustee hereunder. The trustee shall have no
\nliability or responsibility for the action or inaction of any successor Trustee.\n<\/p>\n<\/p>\n

(b) In case of the appointment hereunder of a successor trustee with respect
\nto some, but not all of the Notes, the Company, the retiring Trustee and each
\nsuccessor trustee with respect to such Notes shall execute and deliver an
\nindenture supplemental hereto wherein each successor trustee shall accept such
\nappointment and which (i) shall contain such provisions as shall be necessary or
\ndesirable to transfer and confirm to, and to vest in, each successor trustee all
\nthe rights, powers, trusts and duties of the retiring Trustee with respect to
\nthe Notes to which the appointment of such successor trustee relates, (ii) shall
\ncontain such provisions as shall be deemed necessary or desirable to confirm
\nthat all the rights, powers, trusts and duties of the retiring Trustee with
\nrespect to the Notes as to which the retiring Trustee is not retiring shall
\ncontinue to be vested in the retiring Trustee and (iii) shall add to or change
\nany of the provisions of this Indenture as shall be necessary to provide for or
\nfacilitate the administration of the trusts hereunder by more than one Trustee,
\nit being understood that nothing herein or in such supplemental indenture shall
\nconstitute such Trustees co-trustees of the same trust, that each such Trustee
\nshall be trustee of a trust or trusts hereunder separate and apart from any
\ntrust or trusts hereunder administered by any other such Trustee and that no
\nTrustee shall be responsible for any act or failure to act on the part of any
\nother Trustee hereunder; and upon the execution and delivery of such
\nsupplemental indenture the resignation or removal of the retiring Trustee shall
\nbecome effective to the extent provided therein, such retiring Trustee shall
\nwith respect to the Notes to which the appointment of such successor trustee
\nrelates have no further responsibility for the exercise of rights and powers or
\nfor the performance of the duties and obligations vested in the Trustee under
\nthis Indenture, and each such successor trustee, without any further act, deed
\nor conveyance, shall become vested with all the rights, powers, trusts and
\nduties of the retiring Trustee with respect to the Notes to which the
\nappointment of such successor trustee relates; but, on request of the Company or
\nany successor trustee, such retiring Trustee shall duly assign, transfer and
\ndeliver to such successor<\/p>\n<\/p>\n

47<\/p>\n

\n

\n

trustee, to the extent contemplated by such supplemental indenture, the
\nproperty and money held by such retiring Trustee hereunder with respect to the
\nNotes to which the appointment of such successor trustee relates.<\/p>\n<\/p>\n

(c) Upon request of any such successor trustee, the Company shall execute any
\nand all instruments for more fully and certainly vesting in and confirming to
\nsuch successor trustee all such rights, powers and trusts referred to in
\nparagraph (a) or (b) of this Section 7.10, as the case may be.<\/p>\n<\/p>\n

(d) No successor trustee shall accept its appointment unless at the time of
\nsuch acceptance such successor trustee shall be qualified and eligible under
\nthis Article 7.<\/p>\n<\/p>\n

(e) Upon acceptance of appointment by a successor trustee as provided in this
\nSection 7.10, the Company shall transmit notice of the succession of such
\ntrustee hereunder by mail, first-class postage prepaid, to the Holders, as their
\nnames and addresses appear upon the Note Register. If the Company fails to
\ntransmit such notice within ten days after acceptance of appointment by the
\nsuccessor trustee, the successor trustee shall cause such notice to be
\ntransmitted at the expense of the Company.<\/p>\n<\/p>\n

Section 7.11. Merger, Conversion, Consolidation or Succession to
\nBusiness. <\/em>Any corporation into which the Trustee may be merged or converted
\nor with which it may be consolidated, or any corporation resulting from any
\nmerger, conversion or consolidation to which the Trustee shall be a party, or
\nany corporation succeeding to all or substantially all the corporate trust
\nbusiness of the Trustee, shall be the successor of the Trustee hereunder,
\nprovided <\/em>that such corporation shall be qualified under the provisions
\nof Section 7.08 and eligible under the provisions of Section 7.08, without the
\nexecution or filing of any paper or any further act on the part of any of the
\nparties hereto, anything herein to the contrary notwithstanding. In case any
\nNotes shall have been authenticated, but not delivered, by the Trustee then in
\noffice, any successor by merger, conversion or consolidation to such
\nauthenticating Trustee may adopt such authentication and deliver the Notes so
\nauthenticated with the same effect as if such successor Trustee had itself
\nauthenticated such Notes.<\/p>\n<\/p>\n

Section 7.12. Preferential Collection of Claims Against the Company.
\n<\/em>The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
\nexcluding any creditor relationship described in Section 311(b) of the Trust
\nIndenture Act. A Trustee who has resigned or been removed shall be subject to
\nSection 311(a) of the Trust Indenture Act to the extent included therein.<\/p>\n<\/p>\n

48<\/p>\n

\n

\n

ARTICLE 8<\/p>\n

\n

Concerning the Holders<\/p>\n

\n

Section 8.01. Evidence of Action by Holders. <\/em>Whenever in this
\nIndenture it is provided <\/em>that the Holders of a majority or specified
\npercentage in aggregate principal amount of the Notes may take any action
\n(including the making of any demand or request, the giving of any notice,
\nconsent or waiver or the taking of any other action), the fact that at the time
\nof taking any such action the holders of such majority or specified percentage
\nof such Notes have joined therein may be evidenced by any instrument or any
\nnumber of instruments of similar tenor executed by such Holders of such Notes in
\nperson or by agent or proxy appointed in writing.<\/p>\n<\/p>\n

If the Company shall solicit from the Holders any request, demand,
\nauthorization, direction, notice, consent, waiver or other action, the Company
\nmay, at its option, as evidenced by an Officers153 Certificate, fix in advance a
\nrecord date for such Notes for the determination of Holders entitled to give
\nsuch request, demand, authorization, direction, notice, consent, waiver or other
\naction, but the Company shall have no obligation to do so. If such a record date
\nis fixed, such request, demand, authorization, direction, notice, consent,
\nwaiver or other action may be given before or after the record date, but only
\nthe Holders of record at the close of business on the record date shall be
\ndeemed to be Holders for the purposes of determining whether Holders of the
\nrequisite proportion of Outstanding Notes have authorized or agreed or consented
\nto such request, demand, authorization, direction, notice, consent, waiver or
\nother action, and for that purpose the Outstanding Notes shall be computed as of
\nthe record date; provided<\/em>, however<\/em>, that no such
\nauthorization, agreement or consent by such Holders on the record date shall be
\ndeemed effective unless it shall become effective pursuant to the provisions of
\nthis Indenture not later than six months after the record date.<\/p>\n<\/p>\n

Section 8.02. Proof of Execution by Holders. <\/em>Subject to the
\nprovisions of Section 8.01, proof of the execution of any instrument by a Holder
\n(such proof will not require notarization) or his agent or proxy and proof of
\nthe holding by any Person of any of the Notes shall be sufficient if made in the
\nfollowing manner:<\/p>\n<\/p>\n

(a) The fact and date of the execution by any such Person of any instrument
\nmay be proved in any reasonable manner acceptable to the Trustee.<\/p>\n<\/p>\n

(b) The ownership of Notes shall be proved by the Note Register or by a
\ncertificate of the Note Registrar thereof.<\/p>\n<\/p>\n

The Trustee may require such additional proof of any matter referred to in
\nthis Section 8.02 as it shall deem necessary.<\/p>\n<\/p>\n

49<\/p>\n

\n

\n

Section 8.03. Who May be Deemed Owners. <\/em>Prior to the due presentment
\nfor registration of transfer of any Note, the Company, the Trustee, any paying
\nagent and any Note Registrar may deem and treat the Person in whose name such
\nNote shall be registered upon the books of the Note Registrar as the absolute
\nowner of such Note (whether or not such Note shall be overdue and
\nnotwithstanding any notice of ownership or writing thereon made by anyone other
\nthan the Note Registrar) for the purpose of receiving payment of or on account
\nof the principal of (including the Redemption Price, the Repurchase Price and
\nthe Fundamental Change Repurchase Price, if applicable) and (subject to Section
\n2.03) interest on such Note and for all other purposes; and neither the Company
\nnor the Trustee nor any paying agent nor any Note Registrar shall be affected by
\nany notice to the contrary.<\/p>\n<\/p>\n

Section 8.04. Certain Notes Owned by Company Disregarded. <\/em>In
\ndetermining whether the Holders of the requisite aggregate principal amount of
\nNotes have concurred in any direction, consent or waiver under this Indenture,
\nthe Notes that are owned by the Company or any other obligor on the Notes or by
\nany Affiliate of the Company or any other obligor on the Notes shall be
\ndisregarded and deemed not to be Outstanding for the purpose of any such
\ndetermination, except that for the purpose of determining whether the Trustee
\nshall be protected in relying on any such direction, consent or waiver, only
\nNotes that a Responsible Officer of the Trustee actually knows are so owned
\nshall be so disregarded. The Notes so owned that have been pledged in good faith
\nmay be regarded as Outstanding for the purposes of this Section 8.04, if the
\npledgee shall establish to the satisfaction of the Trustee the pledgee153s right
\nso to act with respect to such Notes and that the pledgee is not a Person
\ndirectly or indirectly controlling or controlled by or under direct or indirect
\ncommon control with the Company or any such other obligor. In case of a dispute
\nas to such right, any decision by the Trustee taken upon the advice of counsel
\nshall be full protection to the Trustee.<\/p>\n<\/p>\n

Section 8.05. Actions Binding on Future Holders. <\/em>At any time prior
\nto (but not after) the evidencing to the Trustee, as provided in Section 8.01,
\nof the taking of any action by the Holders of the majority or percentage in
\naggregate principal amount of the Notes specified in this Indenture in
\nconnection with such action, any Holder of a Note that is shown by the evidence
\nto be included in the Notes the Holders of which have consented to such action
\nmay, by filing written notice with the Trustee, and upon proof of holding as
\nprovided in Section 8.02, revoke such action so far as concerns such Note.
\nExcept as aforesaid any such action taken by the Holder of any Note shall be
\nconclusive and binding upon such Holder and upon all future Holders and owners
\nof such Note, and of any Note issued in exchange therefor, on registration of
\ntransfer thereof or in place thereof, irrespective of whether or not any
\nnotation in regard thereto is made upon such Note. Any action taken by the
\nHolders of the majority or percentage in aggregate principal amount of the Notes
\nspecified in this Indenture in connection with such<\/p>\n<\/p>\n

50<\/p>\n

\n

\n

action shall be conclusively binding upon the Company, the Trustee and the
\nHolders.<\/p>\n<\/p>\n

ARTICLE 9
\nAmendments; Supplements And Waivers<\/p>\n

\n

Section 9.01. Without Consent of Holders. <\/em>The Company and the
\nTrustee may amend or supplement this Indenture or the Notes without notice to or
\nconsent of any Holder of a Note for any of the following purposes:<\/p>\n<\/p>\n

(a) to add to the covenants of the Company for the benefit of the Holders of
\nNotes;<\/p>\n<\/p>\n

(b) to surrender any right or power herein conferred upon the Company;<\/p>\n<\/p>\n

(c) to make provision with respect to the conversion rights of Holders of
\nNotes pursuant to Section 13.11 hereof;<\/p>\n<\/p>\n

(d) to provide for the assumption of the Company153s obligations to the Holders
\nof Notes in the case of a merger, consolidation, conveyance, transfer or lease
\npursuant to Article 10 hereof;<\/p>\n<\/p>\n

(e) to increase the Conversion Rate; provided<\/em>, however<\/em>,
\nthat such increase in the Conversion Rate shall not adversely affect the
\ninterests of the Holders of Notes in any material respect;<\/p>\n<\/p>\n

(f) to comply with the requirements of the Commission in order to effect or
\nmaintain the qualification of this Indenture under the Trust Indenture Act;<\/p>\n<\/p>\n

(g) to cure any ambiguity or correct or supplement any provision herein which
\nmay be inconsistent with any other provision herein or which is otherwise
\ndefective; provided <\/em>that such action pursuant to this clause (g) does
\nnot adversely affect the interests of the Holders of Notes in any material
\nrespect; provided further <\/em>that any amendment made solely to conform the
\nprovisions of this Indenture to the description thereof set forth under the
\ncaption “Description of Notes” in the Offering Memorandum shall be deemed not to
\nadversely affect the interest of the Holders if the Company delivers an
\nOfficers153 Certificate to the Trustee certifying that such amendment is made
\nsolely to so conform the provisions of this Indenture;<\/p>\n<\/p>\n

(h) to add or modify any other provisions which the Company and the Trustee
\nmay deem necessary or desirable and which shall not adversely affect the
\ninterests of the Holders of Notes in any material respect; or<\/p>\n<\/p>\n

51<\/p>\n

\n

\n

(i) conform as necessary the Indenture and the form or terms of the Notes to
\nthe description thereof set forth under the caption “Description of Notes” in
\nthe Offering Memorandum.<\/p>\n<\/p>\n

After an amendment, supplement or waiver under this Section 9.01 becomes
\neffective, the Company or, at the written request of the Company, the Trustee
\nshall mail to the Holders affected thereby a notice briefly describing the
\namendment, supplement or waiver. Any failure of the Company to mail such notice,
\nor any defect therein, shall not, however, in any way impair or affect the
\nvalidity of any such amendment, supplement or waiver.<\/p>\n<\/p>\n

Section 9.02. With Consent of Holders. <\/em>Except as provided below in
\nthis Section 9.02, this Indenture or the Notes may be amended or supplemented,
\nand noncompliance by the Company in any particular instance with any provision
\nof this Indenture or the Notes may be waived, in each case (i) with the written
\nconsent of the Holders of at least a majority in aggregate principal amount of
\nthe Notes then Outstanding or (ii) by the adoption of a resolution, at a meeting
\nof Holders of the Notes then Outstanding at which a quorum is present, by the
\nHolders of a majority in aggregate principal amount of the Outstanding Notes
\nrepresented at such meeting.<\/p>\n<\/p>\n

Without the written consent or the affirmative vote of each Holder of an
\naffected Note, an amendment, supplement or waiver to this Indenture or the Notes
\nmay not:<\/p>\n<\/p>\n

(a) change the stated maturity of the principal of, or the time of payment of
\nany installment of interest on, any Note;<\/p>\n<\/p>\n

(b) reduce the principal amount of any Note;<\/p>\n<\/p>\n

(c) reduce the interest rate or interest on any Note;<\/p>\n<\/p>\n

(d) change the currency of payment of principal of or interest on any Note;\n<\/p>\n<\/p>\n

(e) change the ranking of the Notes;<\/p>\n<\/p>\n

(f) impair the right receive, or institute suit for the enforcement of any
\npayment with respect to, or the conversion of, any Note;<\/p>\n<\/p>\n

(g) except as otherwise permitted by Section 13.11 hereof, adversely affect
\nthe right to convert any Note as provided in Article 13 hereof;<\/p>\n<\/p>\n

(h) reduce the Redemption Price or otherwise adversely affect the right of
\nHolders upon any redemption of the Notes;<\/p>\n<\/p>\n

52<\/p>\n

\n

\n

(i) reduce the Repurchase Price, the Fundamental Change Repurchase Price or
\notherwise adversely affect the right of Holders to require the Company to
\nrepurchase the Notes on a Repurchase Date or in the event of a Fundamental
\nChange;<\/p>\n<\/p>\n

(j) modify any of the provisions of this Section 9.02, Section 6.04 or
\nSection 6.12, except to increase any percentage contained herein or therein or
\nto provide that certain other provisions of this Indenture cannot be modified or
\nwaived without the consent of the Holder of each Note affected thereby; or<\/p>\n<\/p>\n

(k) reduce the percentage in aggregate principal amount of the Outstanding
\nNotes required for the adoption of a resolution or the quorum required at any
\nmeeting of Holders of Notes at which a resolution is adopted.<\/p>\n<\/p>\n

It shall not be necessary for the consent of Holders of Notes under this
\nSection 9.02 to approve the particular form of any proposed modification,
\namendment or waiver, but it shall be sufficient if such act shall approve the
\nsubstance thereof.<\/p>\n<\/p>\n

After an amendment, supplement or waiver under this Section 9.02 becomes
\neffective, the Company, or, at the written request of the Company, the Trustee,
\nshall mail to the Holders affected thereby a notice briefly describing the
\namendment, supplement or waiver. Any failure of the Company to mail such notice,
\nor any defect therein, shall not, however, in any way impair or affect the
\nvalidity of any such amendment, supplement or waiver.<\/p>\n<\/p>\n

Section 9.03. Effect of Supplemental Indentures. <\/em>Upon the execution
\nof any supplemental indenture pursuant to the provisions of this Article 9 or
\nSection 10.01 this Indenture shall be and be deemed to be modified and amended
\nin accordance therewith and the respective rights, limitations of rights,
\nobligations, duties and immunities under this Indenture of the Trustee, the
\nCompany and the Holders of Notes affected thereby shall thereafter be
\ndetermined, exercised and enforced hereunder subject in all respects to such
\nmodifications and amendments, and all the terms and conditions of any such
\nsupplemental indenture shall be and be deemed to be part of the terms and
\nconditions of this Indenture for any and all purposes.<\/p>\n<\/p>\n

Section 9.04. Notes Affected by Supplemental Indentures. <\/em>Notes
\naffected by a supplemental indenture, authenticated and delivered after the
\nexecution of such supplemental indenture pursuant to the provisions of this
\nArticle 9 or Section 10.01, may bear a notation in form approved by the Company
\nas to any matter provided for in such supplemental indenture; provided
\n<\/em>such form meets the requirements of any securities exchange upon which such
\nNotes may be listed. If the Company shall so determine, new securities so
\nmodified as to conform, in the opinion of the Board of Directors, to any
\nmodification of this Indenture contained<\/p>\n<\/p>\n

53<\/p>\n

\n

\n

in any such supplemental indenture may be prepared by the Company,
\nauthenticated by the Trustee and delivered in exchange for the Notes then
\nOutstanding.<\/p>\n<\/p>\n

Section 9.05. Execution of Supplemental Indentures. <\/em>Upon the request
\nof the Company, accompanied by its Board Resolutions authorizing the execution
\nof any such supplemental indenture, and upon the filing with the Trustee of
\nevidence of the consent of Holders required to consent thereto as aforesaid (if
\nsuch consent is required pursuant to this Article), the Trustee shall join with
\nthe Company in the execution of such supplemental indenture unless such
\nsupplemental indenture affects the Trustee153s own rights, duties or immunities
\nunder this Indenture or otherwise, in which case the Trustee may in its
\ndiscretion but shall not be obligated to enter into such supplemental indenture.
\nThe Trustee, subject to the provisions of Section 7.01, shall receive and will
\nbe fully protected in conclusively relying upon an Officers153 Certificate and an
\nOpinion of Counsel stating that any supplemental indenture executed pursuant to
\nthis Article is authorized or permitted by the terms of this Article 9 and
\nconstitutes a valid, binding and legal obligation, enforceable against the
\nCompany (subject to customary qualifications).<\/p>\n<\/p>\n

Promptly after the execution by the Company and the Trustee of any
\nsupplemental indenture pursuant to the provisions of this Section, the Company
\nshall transmit by mail, first class postage prepaid, a notice, setting forth in
\ngeneral terms the substance of such supplemental indenture, to the Holders of
\nall Notes affected thereby as their names and addresses appear upon the Note
\nRegister. Any failure of the Company to mail such notice, or any defect therein,
\nshall not, however, in any way impair or affect the validity of any such
\nsupplemental indenture.<\/p>\n<\/p>\n

ARTICLE 10
\nConsolidation; Merger; Conveyance; Transfer Or Lease<\/p>\n

\n

Section 10.01. Company May Consolidate, Etc., Only on Certain Terms.
\n<\/em>The Company may not, without the consent of the Holders, consolidate with,
\nmerge into or convey, transfer or lease all or substantially all of the property
\nand assets of the Company and its Subsidiaries, taken as a whole, to another
\nPerson unless:<\/p>\n<\/p>\n

(a) either (1) the Company shall be the resulting or surviving corporation or
\n(2) the Person (if other than the Company) formed by such consolidation or into
\nwhich the Company is merged, or the Person which acquires by transfer or lease
\nall or substantially all of the property and assets of the Company, shall (i) be
\na corporation, limited liability company, partnership or trust organized and
\nexisting under the laws of the United States of America or any<\/p>\n<\/p>\n

54<\/p>\n

\n

\n

State thereof or the District of Columbia, in each case, that is treated as a
\ncorporation for U.S. federal income tax purposes, and the property into which
\nthe Notes are convertible shall be the stock or other equity of an entity that
\nis treated as a corporation for U.S. federal income tax purposes, and (ii)
\nexpressly assume, by an indenture supplemental hereto, executed and delivered to
\nthe Trustee, in form reasonably satisfactory to the Trustee, the obligations of
\nthe Company under the Notes and this Indenture;<\/p>\n<\/p>\n

(b) at the time of, and after giving effect to, such transaction, no Event of
\nDefault, and no event which, after notice or lapse of time or both, would become
\nan Event of Default, shall have occurred and be continuing; and<\/p>\n<\/p>\n

(c) if the Company will not be the resulting or surviving corporation, the
\nCompany shall have, at or prior to the effective date of such consolidation,
\nmerger, conveyance, transfer or lease, delivered to the Trustee an Officers153
\nCertificate and an Opinion of Counsel, each stating that such consolidation,
\nmerger, conveyance, transfer or lease complies with this Article 10 and, if a
\nsupplemental indenture is required in connection with such transaction, such
\nsupplemental indenture complies with this Article 10, and that all conditions
\nprecedent herein provided for relating to such transaction have been complied
\nwith.<\/p>\n<\/p>\n

Section 10.02. Successor Substituted. <\/em>Upon any consolidation of the
\nCompany with, or merger of the Company into, any other Person or any conveyance,
\ntransfer or lease of all or substantially all of the properties and assets of
\nthe Company and its Subsidiaries, taken as a whole, in accordance with Section
\n10.01, the successor Person formed by such consolidation or into which the
\nCompany is merged or to which such conveyance, transfer or lease is made shall
\nsucceed to, and be substituted for, and may exercise every right and power of,
\nthe Company under this Indenture with the same effect as if such successor
\nPerson had been named as the Company herein, and thereafter, except in the case
\nof a lease, and except for obligations the predecessor Person may have under a
\nsupplemental indenture, the predecessor Person shall be relieved of all
\nobligations and covenants under the Indenture and the Notes.<\/p>\n<\/p>\n

ARTICLE 11
\nImmunity of Incorporators, Stockholders, Officers and Directors<\/p>\n

\n

Section 11.01. No Recourse. <\/em>No recourse under or upon any
\nobligation, covenant or agreement of this Indenture, or of the Notes, or for any
\nclaim based thereon or otherwise in respect thereof, shall be had against any
\nincorporator, stockholder, officer or director, past, present or future as such,
\nof the Company or of any predecessor or successor corporation, either directly
\nor through the Company or any such predecessor or successor corporation, whether
\nby virtue of<\/p>\n<\/p>\n

55<\/p>\n

\n

\n

any constitution, statute or rule of law, or by the enforcement of any
\nassessment or penalty or otherwise; it being expressly understood that this
\nIndenture and the obligations issued hereunder are solely corporate obligations,
\nand that no such personal liability whatever shall attach to, or is or shall be
\nincurred by, the incorporators, stockholders, officers or directors as such, of
\nthe Company or of any predecessor or successor corporation, or any of them,
\nbecause of the creation of the indebtedness hereby authorized, or under or by
\nreason of the obligations, covenants or agreements contained in this Indenture
\nor in any of the Notes or implied therefrom; and that any and all such personal
\nliability of every name and nature, either at common law or in equity or by
\nconstitution or statute, of, and any and all such rights and claims against,
\nevery such incorporator, stockholder, officer or director as such, because of
\nthe creation of the indebtedness hereby authorized, or under or by reason of the
\nobligations, covenants or agreements contained in this Indenture or in any of
\nthe Notes or implied therefrom, are hereby expressly waived and released as a
\ncondition of, and as a consideration for, the execution of this Indenture and
\nthe issuance of the Notes.<\/p>\n<\/p>\n

ARTICLE 12
\nAdditional Interest<\/p>\n

\n

Section 12.01. Additional Interest. <\/em>(a) If, at any time during the
\nsix-month period beginning on, and including, the date that is six months after
\nthe last date of original issuance of the Notes and ending on the date that is
\none year after the last date of the original issuance of the Notes, the Company
\neither (i) fails to timely file any periodic report that the Company is required
\nto file with the Commission under Section 13 or 15(d) of the Exchange Act, as
\napplicable (after giving effect to all applicable grace periods thereunder and
\nother than reports on Form 8-K), or (ii) the Notes are not otherwise freely
\ntradable pursuant to Rule 144 by Holders of the Notes other than the Company153s
\nAffiliates, or under the terms of this Indenture or the Notes, then in either
\ncase (an “Additional Interest Event<\/strong>“), the Company shall pay
\nadditional interest on the Notes (the “Additional Interest<\/strong>“).
\nSuch Additional Interest will accrue on the Notes at the rate of 0.25% per annum
\nof the principal amount of Notes Outstanding for each day during the first
\n90-day period (or portion thereof) for which an Additional Interest Event has
\noccurred and is continuing, which rate shall increase by an additional 0.25% per
\nannum of the principal amount of the Notes, up to a maximum of 0.50% per annum
\nof the principal amount of the Notes for each day thereafter for which an
\nAdditional Interest Event has occurred and is continuing.<\/p>\n<\/p>\n

(b) Unless:<\/p>\n<\/p>\n

(i) the restrictive legend on the Notes has been removed; or<\/p>\n<\/p>\n

56<\/p>\n

\n

\n

(ii) the Notes are freely tradable pursuant to Rule 144 by Holders other than
\nthe Company153s Affiliates (without restrictions pursuant to U.S. securities law
\nor the terms of this Indenture or the Notes),<\/p>\n<\/p>\n

on or after the 365th day after the last date of original issuance of the
\nNotes, an Additional Interest Event shall be deemed to have occurred and the
\nCompany shall pay Additional Interest on the Notes at an annual rate equal to
\n0.50% of the aggregate principal amount of the Notes Outstanding for each day
\nuntil the Notes are freely tradable as described above.<\/p>\n<\/p>\n

(c) Notwithstanding the foregoing, the Company shall not be required to pay
\nAdditional Interest on any date if (i) the Company has filed a shelf
\nregistration statement for the resale of the Notes and any shares of Common
\nStock issued upon conversion of the Notes, (ii) such shelf registration
\nstatement is effective and usable by Holders of the Notes identified therein as
\nselling securityholders for the resale of the Notes and any shares of Common
\nStock issued upon conversion of the Notes and (iii) the Holders may register the
\nresale of their Notes under such shelf registration statement on terms customary
\nfor the resale of convertible securities offered in reliance on Rule 144A.<\/p>\n<\/p>\n

(d) Under no circumstances will the combined rate of Additional Interest or
\nSpecial Interest exceed 1.00% per annum.<\/p>\n<\/p>\n

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

(f) The Company shall not, and shall not permit any of its “affiliates”
\nwithin the meaning of Rule 144, to resell any of the Notes that constitute
\n“restricted securities” under Rule 144 that have been reacquired by them.<\/p>\n<\/p>\n

(g) The Company shall provide written notice to the Trustee prior to paying
\nany Additional Interest.<\/p>\n<\/p>\n

ARTICLE 13
\nConversion of Notes<\/p>\n

\n

Section 13.01. Conversion Privilege and Conversion Rate. <\/em>(a) Subject
\nto and upon compliance with the provisions of this Article 13, each Holder of a
\nNote shall have the right, at such Holder153s option, to convert any or all of
\nsuch Holder153s Notes at the Conversion Rate during the periods set forth in
\nSection 13.01(b).<\/p>\n<\/p>\n

(b) The conversion rights pursuant to this Article 13 shall commence on the
\nIssue Date of the Notes and expire at the close of business on the Business<\/p>\n<\/p>\n

57<\/p>\n

\n

\n

Day immediately preceding the Maturity Date unless the Notes have been
\npreviously redeemed or repurchased, subject to the provisions of this Indenture
\nand, in the case of conversion of any Global Note, to any Applicable Procedures;
\nprovided<\/em>, however<\/em>, that if the Company has elected to redeem
\nthe Notes pursuant to Article 15 hereof, Holders may convert their Notes only
\nuntil the close of business on the Business Day prior to the relevant Redemption
\nDate unless the Company fails to pay the Redemption Price in which case the
\nconversion right shall terminate at the close of business on the Business Day
\nprior to the date such failure is cured and such Note is redeemed. If a Note is
\nsubmitted or presented for purchase pursuant to Article 14 or Article 16,
\nsubject to the last paragraph of Section 13.03(b), such conversion right shall
\nterminate at the close of business on the Business Day prior to the Repurchase
\nDate or the Fundamental Change Repurchase Date for such Note, as the case may be
\n(unless the Company shall fail to make the Repurchase Price payment or the
\nFundamental Change Repurchase Price payment, as the case may be, when due in
\naccordance with Article 14 or Article 16, respectively, if applicable, in which
\ncase the conversion right shall terminate at the close of business on the
\nBusiness Day prior to the date such failure is cured and such Note is
\nrepurchased).<\/p>\n<\/p>\n

(c) A Holder may convert fewer than all of such Holder153s Notes only if (i)
\nthe principal amount of Notes converted is an integral multiple of $1,000 and
\n(ii) the portion of such Holder153s Notes not so converted is in a minimum
\nprincipal amount of $2,000. Provisions of this Indenture that apply to
\nconversion of all of a Note also apply to conversion of a portion of a Note.\n<\/p>\n<\/p>\n

(d) A Holder of Notes is not entitled to any rights of a holder of Common
\nStock until such Holder has converted its Notes into Common Stock, and only to
\nthe extent such Notes are deemed to have been converted into Common Stock
\npursuant to this Article 13.<\/p>\n<\/p>\n

(e) The Conversion Rate shall be adjusted in certain instances as provided in
\nSection 13.02 and Section 13.07.<\/p>\n<\/p>\n

(f) By delivering the number of shares of Common Stock issuable on conversion
\nto the Trustee, plus a cash payment for any fractional share, the Company shall
\nbe deemed to have satisfied its obligation to pay the principal amount of the
\nNotes so converted and its obligation to pay accrued and unpaid interest
\nattributable to the period from the most recent Interest Payment Date through
\nthe Conversion Date (which amount will be deemed paid in full rather than
\ncanceled, extinguished or forfeited).<\/p>\n<\/p>\n

Section 13.02. Make-Whole Fundamental Change Premium. <\/em>(a) If the
\nMake-Whole Fundamental Change Effective Date for any Make-Whole Fundamental
\nChange shall have occurred on or before November 1, 2015, then the Company shall
\ncalculate and pay a “Make-Whole Fundamental Change<\/strong><\/p>\n<\/p>\n

58<\/p>\n

\n

\n

Premium<\/strong>” to the Holders of the Notes who convert their Notes
\nin connection with such Make-Whole Fundamental Change by adding such Make-Whole
\nFundamental Change Premium to the Conversion Rate for such Notes. A conversion
\nof Notes shall be deemed for these purposes to be “in connection with” such
\nMake-Whole Fundamental Change if the relevant Notice of Conversion delivered
\npursuant to Section 13.03(a) is received by the Conversion Agent on, or
\nsubsequent to, the relevant Make-Whole Fundamental Change Effective Date but
\nbefore the related Fundamental Change Purchase Date (or, in the case of a
\nMake-Whole Fundamental Change that is not a Fundamental Change, before the 45th
\nTrading Day immediately following such Make-Whole Fundamental Change Effective
\nDate). The Fundamental Make-Whole Change Premium shall be in addition to, and
\nnot in substitution for, any cash, securities or other assets otherwise due to
\nHolders of Notes upon conversion. The number of additional shares of Common
\nStock per $1,000 principal amount of Notes constituting the Make-Whole
\nFundamental Change Premium shall be determined by reference to the table set
\nforth in Section 13.02(b), based on the Make-Whole Fundamental Change Effective
\nDate and the Stock Price. If the holders of Common Stock receive only cash in
\nthe Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid
\nper share of Common Stock in connection with such Make-Whole Fundamental Change.
\nOtherwise, the Stock Price shall be equal to the average Last Reported Sale
\nPrice of the Common Stock over the ten Trading Day period ending on the Trading
\nDay immediately preceding, and excluding, the applicable Make-Whole Fundamental
\nChange Effective Date.<\/p>\n<\/p>\n

(b) The following table sets forth the number of Additional Shares to be
\nreceived per $1,000 principal amount of Notes pursuant to this Section 13.02(b)
\nfor each Stock Price and Make-Whole Fundamental Change Effective Date set forth
\nbelow:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Stock Price<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Effective Date<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$37.08<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$40.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$45.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$50.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$55.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$60.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$70.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$80.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$90.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$100.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$125.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$150.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$175.00<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

November 1, 2010<\/p>\n<\/td>\n

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

6.6150<\/p>\n<\/td>\n

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

5.8369<\/p>\n<\/td>\n

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

4.5825<\/p>\n<\/td>\n

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

3.6750<\/p>\n<\/td>\n

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

3.0026<\/p>\n<\/td>\n

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

2.4935<\/p>\n<\/td>\n

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

1.7929<\/p>\n<\/td>\n

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

1.3498<\/p>\n<\/td>\n

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

1.0538<\/p>\n<\/td>\n

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

0.8465<\/p>\n<\/td>\n

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

0.5353<\/p>\n<\/td>\n

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

0.3880<\/p>\n<\/td>\n

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

0.2899<\/p>\n<\/td>\n

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

November 1, 2011<\/p>\n<\/td>\n

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

6.6150<\/p>\n<\/td>\n

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

5.8224<\/p>\n<\/td>\n

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

4.5236<\/p>\n<\/td>\n

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

3.5521<\/p>\n<\/td>\n

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

2.8431<\/p>\n<\/td>\n

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

2.3156<\/p>\n<\/td>\n

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

1.6075<\/p>\n<\/td>\n

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

1.1758<\/p>\n<\/td>\n

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

0.8973<\/p>\n<\/td>\n

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

0.7087<\/p>\n<\/td>\n

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

0.4364<\/p>\n<\/td>\n

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

0.2932<\/p>\n<\/td>\n

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

0.2131<\/p>\n<\/td>\n

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

November 1, 2012<\/p>\n<\/td>\n

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

6.6150<\/p>\n<\/td>\n

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

5.8078<\/p>\n<\/td>\n

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

4.3343<\/p>\n<\/td>\n

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

3.3007<\/p>\n<\/td>\n

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

2.5626<\/p>\n<\/td>\n

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

2.0263<\/p>\n<\/td>\n

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

1.3339<\/p>\n<\/td>\n

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

0.9341<\/p>\n<\/td>\n

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

0.6893<\/p>\n<\/td>\n

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

0.5314<\/p>\n<\/td>\n

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

0.3228<\/p>\n<\/td>\n

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

0.2245<\/p>\n<\/td>\n

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

0.1649<\/p>\n<\/td>\n

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

November 1, 2013<\/p>\n<\/td>\n

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

6.6150<\/p>\n<\/td>\n

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

5.5681<\/p>\n<\/td>\n

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

3.9666<\/p>\n<\/td>\n

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

2.8746<\/p>\n<\/td>\n

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

2.1221<\/p>\n<\/td>\n

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

1.5979<\/p>\n<\/td>\n

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

0.9647<\/p>\n<\/td>\n

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

0.6342<\/p>\n<\/td>\n

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

0.4501<\/p>\n<\/td>\n

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

0.3397<\/p>\n<\/td>\n

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

0.2113<\/p>\n<\/td>\n

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

0.1502<\/p>\n<\/td>\n

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

0.1120<\/p>\n<\/td>\n

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

November 1, 2014<\/p>\n<\/td>\n

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

6.6150<\/p>\n<\/td>\n

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

5.0390<\/p>\n<\/td>\n

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

3.2563<\/p>\n<\/td>\n

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

2.1084<\/p>\n<\/td>\n

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

1.3806<\/p>\n<\/td>\n

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

0.9236<\/p>\n<\/td>\n

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

0.4582<\/p>\n<\/td>\n

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

0.2700<\/p>\n<\/td>\n

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

0.1912<\/p>\n<\/td>\n

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

0.1527<\/p>\n<\/td>\n

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

0.1049<\/p>\n<\/td>\n

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

0.0786<\/p>\n<\/td>\n

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

0.0604<\/p>\n<\/td>\n

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

November 1, 2015<\/p>\n<\/td>\n

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

6.6150<\/p>\n<\/td>\n

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

4.6463<\/p>\n<\/td>\n

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

1.8685<\/p>\n<\/td>\n

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

0.0000<\/p>\n<\/td>\n

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

0.0000<\/p>\n<\/td>\n

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

0.0000<\/p>\n<\/td>\n

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

0.0000<\/p>\n<\/td>\n

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

0.0000<\/p>\n<\/td>\n

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

0.0000<\/p>\n<\/td>\n

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

0.0000<\/p>\n<\/td>\n

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

0.0000<\/p>\n<\/td>\n

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

0.0000<\/p>\n<\/td>\n

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

0.0000<\/p>\n<\/td>\n

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

The exact Stock Prices and Make-Whole Fundamental Change Effective Dates may
\nnot be set forth in the table above, in which case:<\/p>\n<\/p>\n

(i) if the Stock Price is between two Stock Prices in the table above or the
\nMake-Whole Fundamental Change Effective Date is between two Make-Whole
\nFundamental Change Effective Dates in the table above, the Make-Whole
\nFundamental Change Premiums shall be determined by a<\/p>\n<\/p>\n

59<\/p>\n

\n

\n

straight-line interpolation between the Make-Whole Fundamental Change
\nPremiums set forth for the higher and lower Stock Prices and the earlier and
\nlater Make-Whole Fundamental Change Effective Dates, as applicable, based on a
\n365-day year;<\/p>\n<\/p>\n

(ii) if the Stock Price is greater than $175.00 per share (subject to
\nadjustment in the same manner as the Stock Prices set forth in the column
\nheadings of the table above pursuant to subsection (c) below), no Make-Whole
\nFundamental Change Premium shall be added to the Conversion Rate; and<\/p>\n<\/p>\n

(iii) if the Stock Price is less than $37.08 per share (subject to adjustment
\nin the same manner as the Stock Prices set forth in the column headings of the
\ntable above pursuant to subsection (c) below), no Make-Whole Fundamental Change
\nPremium shall be added to the Conversion Rate.<\/p>\n<\/p>\n

(c) The Stock Prices set forth in the first row of the table above in Section
\n13.02(b) shall be adjusted, as of any date on which the Conversion Rate of the
\nNotes is adjusted other than an adjustment to the Conversion Rate by adding the
\nMake-Whole Fundamental Change Premium. The adjusted Stock Prices shall equal the
\nStock Prices applicable immediately prior to such adjustment multiplied by
\n<\/em>a fraction, the numerator of which is the Conversion Rate immediately prior
\nto the adjustment giving rise to the Stock Price adjustment and the denominator
\nof which is the Conversion Rate as so adjusted. The Make-Whole Fundamental
\nChange Premiums set forth in the table above shall be adjusted in the same
\nmanner as the Conversion Rate as set forth in Section 13.07 hereof, other than
\nas a result of an adjustment to the Conversion Rate by adding the Make-Whole
\nFundamental Change Premium.<\/p>\n<\/p>\n

(d) The Company, or, at the written request of the Company, the Trustee,
\nshall mail written notice of the anticipated Make-Whole Fundamental Change
\nEffective Date of any Make-Whole Fundamental Change to the Holders (with a copy
\nto the Trustee if applicable) as promptly as practicable following the date the
\nCompany publicly announces such Make-Whole Fundamental Change, but in no event
\nless than 20 days prior to the anticipated Make-Whole Fundamental Change
\nEffective Date (the “Make-Whole Fundamental Change Notice<\/strong>“).\n<\/p>\n<\/p>\n

(e) Notwithstanding the foregoing, in no event shall the Conversion Rate
\nexceed 26.9687 per $1,000 principal amount as a result of this Section 13.02,
\nsubject to proportional adjustment in the same manner as the Conversion Rate as
\nset forth in Section 13.07 hereof.<\/p>\n<\/p>\n

60<\/p>\n

\n

\n

(f) The Make-Whole Fundamental Change Premium shall be delivered upon the
\nsettlement date for the conversion.<\/p>\n<\/p>\n

Section 13.03. Conversion Procedure. <\/em>(a) To convert a Note in
\ncertificated form, a Holder must (1) complete and manually sign the Notice of
\nConversion on the back of the Note, or facsimile of such Notice of Conversion,
\nand deliver such Notice of Conversion to the Conversion Agent, which shall
\nbecome irrevocable upon receipt by the Conversion Agent, (2) surrender the Note
\nto the Conversion Agent, (3) furnish appropriate endorsements and transfer
\ndocuments if required by the Note Registrar or the Conversion Agent, (4) pay an
\namount equal to the interest payable on the next Interest Payment Date to which
\nthe Holder is not entitled as required by Section 13.03(c) and (5) pay all
\ntransfer or similar taxes, if required pursuant to Section 13.05. Anything
\nherein to the contrary notwithstanding, in the case of Global Notes, Notices of
\nConversion may be delivered and such Notes may be surrendered for conversion in
\naccordance with clauses (3), (4) and (5) of this Section 13.03(a) and the
\nApplicable Procedures as in effect from time to time. The date on which the
\nHolder satisfies all the requirements set forth in this Section 13.03(a) is the
\n“Conversion Date<\/strong>.”<\/p>\n<\/p>\n

(b) Each conversion shall be deemed to have been effected as to any Notes
\nsurrendered for conversion on the Conversion Date and the person in whose name
\nthe shares of Common Stock shall be issuable upon conversion shall be deemed to
\nbe the holder of record of such Common Stock as of the close of business on such
\nConversion Date, and the Company shall deliver the consideration due in respect
\nof any conversion on the third Business Day immediately following the relevant
\nConversion Date; provided<\/em>, however<\/em>, that no surrender of a
\nNote on any Conversion Date when the stock transfer books of the Company shall
\nbe closed shall be effective to constitute the person or persons entitled to
\nreceive the shares of Common Stock upon conversion as the record holder or
\nholders of such shares of Common Stock on such date, but such surrender shall be
\neffective to constitute the person or persons entitled to receive such shares of
\nCommon Stock as the record holder or holders thereof for all purposes at the
\nclose of business on the next succeeding day on which such stock transfer books
\nare open. Upon conversion of a Note, such person shall no longer be the Holder
\nof such Note and (i) such Note will cease to be Outstanding, (ii) interest will
\ncease to accrue on such Note and (iii) all other rights of such person in
\nrespect of such Note will terminate (other than the right to receive the
\nconsideration due upon conversion of such Note). Except as set forth in this
\nIndenture, no payment or adjustment will be made for dividends or distributions
\ndeclared or made on shares of Common Stock issued upon conversion of a Note
\nprior to the issuance of such shares.<\/p>\n<\/p>\n

A Holder that has delivered a Repurchase Notice or a Fundamental Change
\nRepurchase Notice pursuant to Section 14.01 or Section 16.01, as the case may
\nbe, with respect to a Note may not surrender such Note for conversion until<\/p>\n<\/p>\n

61<\/p>\n

\n

\n

such Holder has withdrawn the Repurchase Notice in accordance with Section
\n14.01 or the Fundamental Change Repurchase Notice in accordance with Section
\n16.01, as the case may be.<\/p>\n<\/p>\n

(c) Holders of Notes surrendered for conversion (in whole or in part) during
\nthe period from the close of business on any Regular Record Date to the open of
\nbusiness on the next succeeding Interest Payment Date will receive the
\nsemiannual interest payable on the principal amount of such Notes being
\nsurrendered for conversion on the corresponding Interest Payment Date
\nnotwithstanding the conversion. Upon surrender of any such Notes for conversion,
\nsuch Notes shall also be accompanied by payment in funds to the Conversion Agent
\nacceptable to the Company of an amount equal to the interest payable on such
\ncorresponding Interest Payment Date (but excluding any overdue interest on the
\nprincipal amount of such Note so converted if any overdue interest exists at the
\ntime such Holder surrenders such Note for conversion); provided<\/em>,
\nhowever<\/em>, that no such payment need be made (i) if the Company has
\nspecified a Redemption Date that is after such Regular Record Date and on or
\nprior to the next succeeding Interest Payment Date, (ii) if the Company has
\nspecified a Fundamental Change Repurchase Date that is after such Regular Record
\nDate and on or prior to the next succeeding Interest Payment Date, or (iii) if
\nconversion occurs after the last Regular Record Date prior to the Maturity Date.
\nExcept as otherwise provided in this Section 13.03(c) and Section 14.01(c), no
\npayment or adjustment will be made for accrued interest on a converted Note and
\nany such accrued interest shall be deemed satisfied and extinguished.<\/p>\n<\/p>\n

(d) Subject to Section 13.03(c), nothing in this Section 13.03 shall affect
\nthe right of a Holder in whose name any Note is registered at the close of
\nbusiness on a Regular Record Date to receive the interest payable on such Note
\non the related Interest Payment Date in accordance with the terms of this
\nIndenture and the Notes. If a Holder converts more than one Note at the same
\ntime, the number of shares of Common Stock issuable upon the conversion (and the
\namount of any cash in lieu of fractional shares pursuant to Section 13.04) shall
\nbe based on the aggregate principal amount of all Notes so converted.<\/p>\n<\/p>\n

(e) In the case of any Note which is converted in part only, upon such
\nconversion the Company shall execute and the Trustee shall authenticate and
\ndeliver to the Holder thereof, without service charge, a new Note or Notes of
\nauthorized denominations in an aggregate principal amount equal to, and in
\nexchange for, the unconverted portion of the principal amount of such Note.<\/p>\n<\/p>\n

Section 13.04. Fractional Shares. <\/em>No fractional shares of Common
\nStock shall be issued upon conversion of any Note or Notes. If more than one
\nNote shall be surrendered for conversion at one time by the same Holder, the
\nnumber of full shares which shall be issued upon conversion thereof shall be
\ncomputed on the basis of the aggregate principal amount of the Notes (or
\nspecified portions thereof)<\/p>\n<\/p>\n

62<\/p>\n

\n

\n

so surrendered. Instead of any fractional share of Common Stock which would
\notherwise be issued upon conversion of any Note or Notes (or specified portions
\nthereof), the Company shall pay a cash adjustment in respect of such fraction
\n(calculated to the nearest one-100th of a share) in an amount equal to the same
\nfraction of the Last Reported Sale Price of the Common Stock as of the Business
\nDay preceding the Conversion Date.<\/p>\n<\/p>\n

Section 13.05. Taxes on Conversion. <\/em>Except as provided in the next
\nsentence, the Company shall pay any and all documentary, stamp or similar issue
\nor transfer tax due and duties on the issuance of shares of Common Stock upon
\nconversion of Notes pursuant hereto. A Holder delivering a Note for conversion
\nshall be liable for and shall be required to pay any tax or duty which may be
\npayable in respect of any transfer involved in the issue and delivery of shares
\nof Common Stock in a name other than that of the Holder of the Note or Notes to
\nbe converted, and no such issue or delivery shall be made unless the Person
\nrequesting such issue has paid to the Company the amount of any such tax or
\nduty, or has established to the satisfaction of the Company that such tax or
\nduty has been paid.<\/p>\n<\/p>\n

Section 13.06. Company to Provide Common Stock. <\/em>(a) The Company
\nshall, prior to issuance of any Notes hereunder, and from time to time as may be
\nnecessary, reserve, out of its authorized but unissued Common Stock, a
\nsufficient number of shares of Common Stock to permit the conversion of all
\nOutstanding Notes into shares of Common Stock.<\/p>\n<\/p>\n

(b) All shares of Common Stock delivered upon conversion of the Notes shall
\nbe newly issued shares, shall be duly authorized, validly issued, fully paid and
\nnonassessable and shall be free from preemptive or similar rights and free of
\nany lien or adverse claim as the result of any action by the Company.<\/p>\n<\/p>\n

Section 13.07. Adjustment of Conversion Rate. <\/em>The Conversion Rate
\nshall be adjusted from time to time by the Company if any of the following
\nevents occurs, except that the Company shall not make any adjustments to the
\nConversion Rate if Holders of the Notes participate (other than in the case of a
\nshare split or share combination), at the same time and upon the same terms as
\nholders of the Common Stock and solely as a result of holding the Notes, in any
\nof the transactions described in this Section 13.07, without having to convert
\ntheir Notes, as if they held a number of shares of Common Stock equal to the
\nConversion Rate, multiplied by <\/em>the principal amount (expressed in
\nthousands) of Notes held by such Holder.<\/p>\n<\/p>\n

(a) If the Company issues shares of Common Stock as a dividend or
\ndistribution on shares of Common Stock, or effects a share split or share
\ncombination, the Conversion Rate shall be adjusted based on the following
\nformula:<\/p>\n<\/p>\n

63<\/p>\n

\n

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

CR1<\/sub> = CR0<\/sub> x<\/p>\n<\/td>\n

<\/td>\n\n

OS1<\/sub><\/p>\n<\/td>\n

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

OS0<\/sub><\/p>\n<\/td>\n

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

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

where,<\/p>\n<\/td>\n

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

CR0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the applicable Conversion Rate in effect immediately prior to the close of
\nbusiness on the Record Date for such dividend or distribution, or immediately
\nprior to the open of business on the effective date of such share split or share
\ncombination, as the case may be;<\/p>\n<\/td>\n<\/tr>\n

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

CR1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the applicable Conversion Rate in effect immediately after the close of
\nbusiness on the Record Date for such dividend or distribution, or immediately
\nafter the open of business on the effective date of such share split or share
\ncombination, as the case may be;<\/p>\n<\/td>\n<\/tr>\n

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

OS0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the number of shares of Common Stock outstanding immediately prior to such
\ndividend, distribution, share split or share combination, as the case may be;
\nand<\/p>\n<\/td>\n<\/tr>\n

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

OS1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the number of shares of Common Stock outstanding immediately after giving
\neffect to such dividend, distribution, share split or share combination, as the
\ncase may be.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any adjustments made pursuant to this Section 13.07(a) shall become effective
\nimmediately on or after (x) the close of business on the Record Date for such
\ndividend or distribution or (y) the open of business on the effective date of
\nsuch split or combination, as applicable. If any dividend or distribution
\ndescribed in this Section 13.07(a) is declared but not so paid or made, the new
\nConversion Rate shall again be adjusted to the Conversion Rate that would then
\nbe in effect if such dividend or distribution had not been declared.<\/p>\n<\/p>\n

(b) If the Company distributes to all or substantially all holders of Common
\nStock any rights, options or warrants entitling them to purchase, for a period
\nof not more than 45 days after the Ex-Dividend Date for the distribution, shares
\nof Common Stock at a price per share less than the average of the Last Reported
\nSale Prices of the Common Stock for the ten consecutive Trading Day period
\nending on the Trading Day immediately preceding the declaration date for such
\ndistribution, the Conversion Rate shall be adjusted based on the following
\nformula:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub> = CR0<\/sub> x<\/p>\n<\/td>\n

<\/td>\n\n

OS0<\/sub> + X<\/p>\n<\/td>\n

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

OS0<\/sub> + Y<\/p>\n<\/td>\n

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

64<\/p>\n

\n

\n

where,<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Conversion Rate in effect immediately prior to the close of business on
\nthe Record Date for such distribution;<\/p>\n<\/td>\n<\/tr>\n

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

CR1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the new Conversion Rate in effect immediately after the close of business on
\nthe Record Date for such distribution;<\/p>\n<\/td>\n<\/tr>\n

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

OS0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the number of shares of Common Stock outstanding immediately prior to the
\nclose of business on the Record Date for such distribution;<\/p>\n<\/td>\n<\/tr>\n

\n

X<\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the total number of shares of Common Stock issuable pursuant to such rights,
\noptions or warrants; and<\/p>\n<\/td>\n<\/tr>\n

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

Y<\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the number of shares of Common Stock equal to the aggregate price payable to
\nexercise such rights, options or warrants divided by <\/em>the average of the
\nLast Reported Sale Prices of the Common Stock over the ten consecutive Trading
\nDay period ending on the Trading Day immediately preceding the declaration date
\nfor such distribution.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For purposes of this Section 13.07(b), in determining whether any rights,
\noptions or warrants entitle the holders to subscribe for or purchase shares of
\nCommon Stock at less than the average of the Last Reported Sale Prices of the
\nCommon Stock for the applicable ten consecutive Trading Day period, there shall
\nbe taken into account any consideration received by the Company for such rights,
\noptions or warrants and any amount payable on exercise thereof, with the value
\nof such consideration if other than cash, to be determined by the Board of
\nDirectors.<\/p>\n<\/p>\n

Any adjustment made pursuant to this Section 13.07(b) shall be made
\nsuccessively whenever any such rights, options or warrants are distributed and
\nshall become effective immediately after the close of business on the Record
\nDate for such distribution. To the extent that shares of Common Stock are not
\ndelivered after the expiration of such rights, options or warrants, the
\nConversion Rate shall be decreased to the Conversion Rate that would then be in
\neffect had the increase with respect to the issuance of such rights, options or
\nwarrants been made on the basis of delivery of only the number of shares of
\nCommon Stock actually delivered. If such rights, options or warrants are not so
\nissued, the Conversion Rate shall be decreased to the Conversion Rate that would
\nthen be in effect if such distribution had not occurred.<\/p>\n<\/p>\n

(c) If the Company distributes shares of its Capital Stock, evidences of its
\nindebtedness or other assets or property of the Company or rights, options or\n<\/p>\n<\/p>\n

65<\/p>\n

\n

\n

warrants to acquire its Capital Stock or other securities, to all or
\nsubstantially all holders of the Common Stock, excluding:<\/p>\n<\/p>\n

(i) dividends, distributions (including share splits), rights, options or
\nwarrants as to which an adjustment is effected in Section 13.07(a) or Section
\n13.07(b);<\/p>\n<\/p>\n

(ii) dividends or distributions covered by Section 13.07(d);<\/p>\n<\/p>\n

(iii) dividends or distributions that constitute Reference Property following
\nan event described in Section 13.11; and<\/p>\n<\/p>\n

(iv) Spin-Offs to which the provisions set forth below in this Section
\n13.07(c) shall apply,<\/p>\n<\/p>\n

then the applicable Conversion Rate shall be adjusted based on the following
\nformula:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub> = CR0<\/sub> x<\/p>\n<\/td>\n

<\/td>\n\n

SP0<\/sub><\/p>\n<\/td>\n

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

SP0<\/sub> – FMV<\/p>\n<\/td>\n

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

where,<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the applicable Conversion Rate in effect immediately prior to the close of
\nbusiness on the Record Date for such distribution;<\/p>\n<\/td>\n<\/tr>\n

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

CR1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the applicable Conversion Rate in effect immediately after the close of
\nbusiness on the Record Date for such distribution;<\/p>\n<\/td>\n<\/tr>\n

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

SP0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the average of the Last Reported Sale Prices of the Common Stock over the ten
\nconsecutive Trading Day period ending on, and including, the Trading Day
\nimmediately preceding the Ex-Dividend Date for such distribution; and<\/p>\n<\/td>\n<\/tr>\n

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

FMV<\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the fair market value (as determined in good faith by the Board of Directors)
\nof the shares of Capital Stock, evidences of indebtedness, assets, property,
\nrights, options or warrants distributed with respect to each outstanding share
\nof Common Stock as of the open of business on the Ex-Dividend Date for such
\ndistribution.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any adjustment made under the portion of this Section 13.07(c) above shall
\nbecome effective immediately after the close of business on the Record Date for
\nsuch distribution. If such distribution is not so paid or made, the Conversion\n<\/p>\n<\/p>\n

66<\/p>\n

\n

\n

Rate shall be decreased to the Conversion Rate that would then be in effect
\nif such dividend or distribution had not been declared.<\/p>\n<\/p>\n

If the then fair market value of the portion of the shares of Capital Stock,
\nevidences of indebtedness or other assets, property, rights, options or warrants
\nso distributed applicable to one share of Common Stock is equal to or greater
\nthan the average of the Last Reported Sales Prices of the Common Stock over the
\nten consecutive Trading Day period ending on the Trading Day immediately
\npreceding the Ex-Dividend Date for such distribution, in lieu of the foregoing
\nadjustment, Holders of the Notes shall receive, in respect of each $1,000
\nprincipal amount of Notes, at the same time and upon the same terms as holders
\nof Common Stock, the amount and kind of the Company153s Capital Stock, evidences
\nof its indebtedness, other assets or property of the Company or rights, options
\nor warrants to acquire the Company153s Capital Stock or other securities that such
\nHolder would have received if such Holder owned a number of shares of Common
\nStock equal to the applicable Conversion Rate in effect immediately prior to the
\nclose of business on the Record Date for the distribution.<\/p>\n<\/p>\n

With respect to an adjustment pursuant to this Section 13.07(c) where there
\nhas been a payment of a dividend or other distribution on the Common Stock of
\nshares of the Capital Stock of any class or series, or similar equity interest,
\nof or relating to a Subsidiary or other business unit that are, or, when issued,
\nwill be, traded or quoted on any national or regional securities exchange or
\nother market (a “Spin-Off<\/strong>“), the applicable Conversion Rate
\nshall instead be adjusted based on the following formula:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub> = CR0<\/sub> x<\/p>\n<\/td>\n

<\/td>\n\n

FMV0<\/sub> + MP0<\/sub><\/p>\n<\/td>\n

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

MP0<\/sub><\/p>\n<\/td>\n

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

where,<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the applicable Conversion Rate in effect immediately prior to the tenth
\nTrading Day immediately following the effective date for such Spin-Off;<\/p>\n<\/td>\n<\/tr>\n

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

CR1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the applicable Conversion Rate in effect immediately after the open of
\nbusiness on the tenth Trading Day immediately following the effective date for
\nsuch Spin-Off;<\/p>\n<\/td>\n<\/tr>\n

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

FMV0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the average of the Last Reported Sale Prices of the Capital Stock or similar
\nequity interest distributed to holders of Common Stock applicable to one share
\nof Common Stock (determined by reference to the definition of Last Reported Sale
\nPrice as set forth in Section 1.01 as if references therein to Common Stock were
\nto<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

67<\/p>\n

\n

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

such Capital Stock or similar equity interest) over the first ten consecutive
\nTrading Day period immediately following the effective date for such Spin-Off
\n(such period, the “Valuation Period<\/strong>“); and<\/p>\n<\/td>\n<\/tr>\n

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

MP0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the average of the Last Reported Sale Prices of Common Stock over the
\nValuation Period.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Such adjustment shall occur immediately after the tenth Trading Day
\nimmediately following, and including, the effective date of such Spin-Off;
\nprovided <\/em>that, for purposes of determining the Conversion Rate in
\nrespect of any conversion during the ten Trading Days following the effective
\ndate of any Spin-Off, references within this Section 13.07(c) related to
\n“Spin-Offs” to ten Trading Days shall be deemed replaced with such lesser number
\nof Trading Days as have elapsed between the effective date of such Spin-Off and
\nthe relevant Conversion Date. If any such dividend or distribution described in
\nthe preceding paragraph of this Section 13.07(c) is declared but not paid or
\nmade, the new Conversion Rate shall be readjusted to be the Conversion Rate that
\nwould then be in effect if such dividend or distribution had not been declared.\n<\/p>\n<\/p>\n

For purposes of this Section 13.07(c) (and subject in all respect to Section
\n13.14), rights, options or warrants distributed by the Company to all holders of
\nits Common Stock entitling them to subscribe for or purchase shares of the
\nCompany153s Capital Stock, including Common Stock (either initially or under
\ncertain circumstances), which rights, options or warrants, until the occurrence
\nof a specified event or events (“Trigger Event<\/strong>“), (i) are
\ndeemed to be transferred with such shares of the Common Stock, (ii) are not
\nexercisable, and (iii) are also issued in respect of future issuances of the
\nCommon Stock, shall be deemed not to have been distributed for purposes of this
\nSection 13.07(c) (and no adjustment to the Conversion Rate under this Section
\n13.07(c) shall be required) until the occurrence of the earliest Trigger Event,
\nwhereupon such rights, options or warrants shall be deemed to have been
\ndistributed and an appropriate adjustment (if any is required) to the Conversion
\nRate shall be made under this Section 13.07(c). If any such right, option or
\nwarrant, including any such existing rights, options or warrants distributed
\nprior to the date of this Indenture, are subject to events, upon the occurrence
\nof which such rights, options or warrants become exercisable to purchase
\ndifferent securities, evidences of indebtedness or other assets, then the date
\nof the occurrence of any and each such event shall be deemed to be the date of
\ndistribution and Record Date with respect to new rights, options or warrants
\nwith such rights (in which case the existing rights, options or warrants shall
\nbe deemed to terminate and expire on such date without exercise by any of the
\nholders thereof). In addition, in the event of any distribution (or deemed
\ndistribution) of rights, options or warrants, or any Trigger Event or other
\nevent of the type described in the immediately preceding sentence with respect
\nthereto that was counted for purposes of calculating a distribution amount for
\nwhich an<\/p>\n<\/p>\n

68<\/p>\n

\n

\n

adjustment to the Conversion Rate under this Section 13.07(c) was made, (1)
\nin the case of any such rights, options or warrants that shall all have been
\nredeemed or purchased without exercise by any holders thereof, upon such final
\nredemption or purchase (x) the Conversion Rate shall be readjusted as if such
\nrights, options or warrants had not been issued and (y) the Conversion Rate
\nshall then again be readjusted to give effect to such distribution, deemed
\ndistribution or Trigger Event, as the case may be, as though it were a cash
\ndistribution, equal to the per share redemption or purchase price received by a
\nholder or holders of Common Stock with respect to such rights, options or
\nwarrants (assuming such holder had retained such rights, options or warrants),
\nmade to all holders of Common Stock<\/p>\n<\/p>\n

as of the date of such redemption or purchase, and (2) in the case of such
\nrights, options or warrants that shall have expired or been terminated without
\nexercise by any holders thereof, the Conversion Rate shall be readjusted as if
\nsuch rights, options and warrants had not been issued.<\/p>\n<\/p>\n

For purposes of Section 13.07(a), Section 13.07(b) and this Section 13.07(c),
\nany dividend or distribution to which this Section 13.07(c) is applicable that
\nalso includes one or both of:<\/p>\n<\/p>\n

(A) a dividend or distribution of shares of Common Stock to which Section
\n13.07(a) is applicable (the “Clause A Distribution<\/strong>“); or<\/p>\n<\/p>\n

(B) a dividend or distribution of rights, options or warrants to which
\nSection 13.07(b) is applicable (the “Clause B Distribution<\/strong>“),\n<\/p>\n<\/p>\n

then (1) such dividend or distribution, other than the Clause A Distribution
\nand the Clause B Distribution, shall be deemed to be a dividend or distribution
\nto which this Section 13.07(c) is applicable (the “Clause C
\nDistribution<\/strong>“) and any Conversion Rate adjustment required by this
\nSection 13.07(c) with respect to such Clause C Distribution shall then be made,
\nand (2) the Clause A Distribution and Clause B Distribution shall be deemed to
\nimmediately follow the Clause C Distribution and any Conversion Rate adjustment
\nrequired by Section 13.07(a) and Section 13.07(b) with respect thereto shall
\nthen be made, except that, if determined by the Company (I) the “Record Date” of
\nthe Clause A Distribution and the Clause B Distribution shall be deemed to be
\nthe Record Date of the Clause C Distribution and (II) any shares of Common Stock
\nincluded in the Clause A Distribution or Clause B Distribution shall be deemed
\nnot to be “outstanding immediately prior to such dividend, distribution, share
\nsplit or share combination, as the case may be” within the meaning of Section
\n13.07(a) or “outstanding immediately prior to the close of business on the
\nRecord Date for such distribution” within the meaning of Section 13.07(b).<\/p>\n<\/p>\n

69<\/p>\n

\n

\n

(d) If any cash dividend or distribution is made to all or substantially all
\nholders of Common Stock, the Conversion Rate shall be adjusted based on the
\nfollowing formula:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub> = CR0<\/sub> x<\/p>\n<\/td>\n

<\/td>\n\n

SP0<\/sub><\/p>\n<\/td>\n

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

SP0<\/sub> – C<\/p>\n<\/td>\n

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

where,<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the applicable Conversion Rate in effect immediately prior to the close of
\nbusiness on the Record Date for such dividend or distribution;<\/p>\n<\/td>\n<\/tr>\n

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

CR1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the applicable Conversion Rate in effect immediately after the close of
\nbusiness on the Record Date for such dividend or distribution;<\/p>\n<\/td>\n<\/tr>\n

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

SP0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the average of the Last Reported Sale Prices of the Common Stock over the ten
\nconsecutive Trading Day period ending on, and including, the Trading Day
\nimmediately preceding the Record Date for such dividend or distribution; and<\/p>\n<\/td>\n<\/tr>\n

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

C<\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the amount in cash per share of Common Stock the Company distributes to
\nholders of Common Stock.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

An adjustment to the Conversion Rate made pursuant to this Section 13.07(d)
\nshall become effective immediately after the close of business on the Record
\nDate for the applicable dividend or distribution. If any dividend or
\ndistribution described in this Section 13.07(d) is declared but not so paid or
\nmade, the new Conversion Rate shall be readjusted to the Conversion Rate that
\nwould then be in effect if such dividend or distribution had not been declared.\n<\/p>\n<\/p>\n

If the amount in cash per share of Common Stock so paid or distributed is
\nequal to or greater than the average of the Last Reported Sales Prices of the
\nCommon Stock over the ten consecutive Trading Day period ending on the Trading
\nDay immediately preceding the Ex-Dividend Date for such cash dividend or
\ndistribution, in lieu of the foregoing adjustment, each Holder of a Note shall
\nreceive, for each $1,000 principal amount of Notes, at the same time and upon
\nthe same terms as holders of shares of Common Stock, the amount of cash that
\nsuch Holder would have received if such Holder owned a number of shares of
\nCommon Stock equal to the applicable Conversion Rate in effect immediately prior
\nto the close of business on the Record Date for such cash dividend or
\ndistribution.<\/p>\n<\/p>\n

70<\/p>\n

\n

\n

(e) If the Company or any of its Subsidiaries makes a payment in respect of a
\ntender or exchange offer for Common Stock, to the extent that the cash and value
\nof any other consideration included in the payment per share of Common Stock
\nexceeds the Last Reported Sale Price of the Common Stock on the Trading Day next
\nsucceeding the last date on which tenders or exchanges may be made pursuant to
\nsuch tender or exchange offer (the “Expiration Date<\/strong>“), the
\nConversion Rate shall be increased based on the following formula:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub> = CR0<\/sub> x<\/p>\n<\/td>\n

<\/td>\n\n

AC + (SP1<\/sub> x OS1<\/sub>)<\/p>\n<\/td>\n

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

OS0<\/sub> x SP1<\/sub><\/p>\n<\/td>\n

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

where,<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the applicable Conversion Rate in effect immediately prior to the open of
\nbusiness on the Trading Day next succeeding the Expiration Date;<\/p>\n<\/td>\n<\/tr>\n

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

CR1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the applicable Conversion Rate in effect immediately after the open of
\nbusiness on the Trading Day next succeeding the Expiration Date;<\/p>\n<\/td>\n<\/tr>\n

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

AC<\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the aggregate value of all cash and any other consideration (as determined by
\nthe Board of Directors) paid or payable for shares purchased in such tender
\noffer or exchange offer;<\/p>\n<\/td>\n<\/tr>\n

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

OS0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the number of shares of Common Stock outstanding immediately prior to time
\n(the “Expiration Time<\/strong>“) such tender or exchange offer expires
\n(prior to giving effect to such tender offer or exchange offer);<\/p>\n<\/td>\n<\/tr>\n

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

OS1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the number of shares of Common Stock outstanding immediately after the
\nExpiration Time (after giving effect to such tender offer or exchange offer);
\nand<\/p>\n<\/td>\n<\/tr>\n

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

SP1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Last Reported Sale Price of the Common Stock on the Trading Day next
\nsucceeding the Expiration Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The adjustment to the Conversion Rate under this Section 13.07(e) shall
\nbecome effective immediately following the close of business on the Trading Day
\nnext succeeding the Expiration Date. If the Company or one of its Subsidiaries
\nis obligated to purchase Common Stock pursuant to any such tender or exchange
\noffer but is permanently prevented by applicable law from effecting any such
\npurchase or all such purchases are rescinded, the new Conversion Rate shall be\n<\/p>\n<\/p>\n

71<\/p>\n

\n

\n

readjusted to be the Conversion Rate that would be in effect if such tender
\nor exchange offer had not been made.<\/p>\n<\/p>\n

Section 13.08. When No Adjustment is Required. <\/em>(a) No adjustment in
\nthe Conversion Rate shall be required unless such adjustment would require an
\nincrease or decrease of at least 1% in the Conversion Rate as last adjusted;
\nprovided<\/em>, however<\/em>, that any adjustments which would be
\nrequired to be made but for this Section 13.08(a) shall be carried forward and
\ntaken into account in any subsequent adjustment and any carry forward amount
\nshall be paid to the Holder upon conversion regardless of the 1% threshold. All
\ncalculations under this Article 13 shall be made to the nearest cent or to the
\nnearest one-hundredth of a share.<\/p>\n<\/p>\n

(b) If the application of the foregoing formulas in Section 13.07 would
\nresult in a decrease in the Conversion Rate, no adjustment to the Conversion
\nRate shall be made (except on account of share combinations).<\/p>\n<\/p>\n

(c) No adjustment to the Conversion Rate shall be made unless as specifically
\nset forth in Section 13.07 and Section 13.02. Without limiting the foregoing, no
\nadjustment to the Conversion Rate need be made:<\/p>\n<\/p>\n

(i) upon the issuance of any shares of Common Stock pursuant to any present
\nor future plan providing for the reinvestment of dividends or interest payable
\non securities of the Company and the investment of additional optional amounts
\nin shares of Common Stock under any plan;<\/p>\n<\/p>\n

(ii) upon the issuance of any shares of Common Stock or options or rights to
\npurchase shares of Common Stock pursuant to any present or future employee,
\ndirector or consultant benefit plan or program or employee stock purchase plan
\nof, or assumed by, the Company or any of its Subsidiaries;<\/p>\n<\/p>\n

(iii) 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 (ii) above and outstanding as of the Issue Date;<\/p>\n<\/p>\n

(iv) for a change in the par value of the Common Stock; or<\/p>\n<\/p>\n

(v) for accrued and unpaid interest (including any Special Interest and
\nAdditional Interest, if applicable).<\/p>\n<\/p>\n

Section 13.09. Notice of Adjustment. <\/em>Whenever the Conversion Rate or
\nconversion privilege is required to be adjusted pursuant to this Indenture, the
\nCompany shall promptly mail to Holders a notice of the adjustment and file with
\nthe Trustee an Officers153 Certificate briefly stating the facts requiring the\n<\/p>\n<\/p>\n

72<\/p>\n

\n

\n

adjustment, the adjusted Conversion Rate and the manner of computing it.
\nFailure to mail such notice or any defect therein shall not affect the validity
\nof any such adjustment. Unless and until the Trustee shall receive an Officers153
\nCertificate setting forth an adjustment of the Conversion Rate, the Trustee may
\nassume without inquiry that the Conversion Rate has not been adjusted and that
\nthe last Conversion Rate of which it has knowledge remains in effect.<\/p>\n<\/p>\n

Section 13.10. Notice of Certain Transactions. <\/em>In the event that
\nthere is a dissolution or liquidation of the Company, the Company shall mail to
\nHolders and file with the Trustee a written notice stating the proposed
\neffective date. The Company shall mail such notice at least 20 days before such
\nproposed effective date. Failure to mail such notice or any defect therein shall
\nnot affect the validity of any transaction referred to in this Section 13.10.\n<\/p>\n<\/p>\n

Section 13.11. Effect of Reclassification, Consolidation, Merger or Sale
\nOn Conversion Privilege. <\/em>If any of the following events occur:<\/p>\n<\/p>\n

(a) any recapitalization, reclassification or change of the outstanding
\nshares of Common Stock (other than changes resulting from a subdivision or
\ncombination);<\/p>\n<\/p>\n

(b) any consolidation, merger, or combination involving the Company;<\/p>\n<\/p>\n

(c) any sale, conveyance or lease to any third party of all or substantially
\nall of the property and assets of the Company and its Subsidiaries; or<\/p>\n<\/p>\n

(d) any statutory share exchange,<\/p>\n<\/p>\n

in each case as a result of which holders of Common Stock shall be entitled
\nto receive stock, other securities or other property or assets (including cash
\nor any combination thereof) (the “Reference Property<\/strong>“) with
\nrespect to or in exchange for such Common Stock, the Holders of the Notes then
\nOutstanding shall be entitled thereafter to convert those Notes into the kind
\nand amount of shares of stock, other securities or other property or assets
\n(including cash or any combination thereof) which they would have owned or been
\nentitled to receive upon such transaction had such notes been converted into
\nCommon Stock immediately prior to such transaction. In the event holders of
\nCommon Stock have the opportunity to elect the form of consideration to be
\nreceived in such transaction, the Reference Property shall be deemed to be the
\nweighted average of the types and amounts of consideration received by the
\nholders of Common Stock that affirmatively make such election. The Company shall
\nnotify the Holders of the weighted average as soon as practicable after such
\ndetermination is made. The Company may not become a party to any such
\ntransaction unless its terms are consistent with the preceding. None of the
\nforegoing provisions shall affect the right of a Holder of Notes to convert its
\nNotes into shares of Common Stock prior to the effective date of such
\ntransaction.<\/p>\n<\/p>\n

73<\/p>\n

\n

\n

The above provisions of this Section 13.11 shall similarly apply to
\nsuccessive recapitalizations, reclassifications, mergers, consolidations,
\nstatutory share exchanges, combinations, sales and conveyances.<\/p>\n<\/p>\n

If this Section 13.11 applies to any event or occurrence, Section 13.07
\nhereof shall not apply.<\/p>\n<\/p>\n

Section 13.12. Trustee153s Disclaimer. <\/em>(a) The Trustee shall have no
\nduty to determine, or liability in connection therewith, when an adjustment
\nunder this Article 13 should be made, how it should be made or what such
\nadjustment should be, but may accept as conclusive evidence of that fact or the
\ncorrectness of any such adjustment, and shall be protected in conclusively
\nrelying upon, an Officers153 Certificate, including the Officers153 Certificate with
\nrespect thereto which the Company is obligated to file with the Trustee pursuant
\nto Section 13.09. Unless and until the Trustee receives such Officers153
\nCertificate delivered pursuant to Section 13.09, the Trustee may assume without
\ninquiry that no such adjustment has been made and the last Conversion Rate of
\nwhich the Trustee has knowledge remains in effect. The Trustee makes no
\nrepresentation as to the validity or value of any securities or assets issued
\nupon conversion of Notes, and the Trustee shall not be responsible for the
\nCompany153s failure to comply with any provisions of this Article 13.<\/p>\n<\/p>\n

(b) The Trustee shall not be under any responsibility to determine the
\ncorrectness of any provisions contained in any supplemental indenture executed
\npursuant to Section 13.11, but may accept as conclusive evidence of the
\ncorrectness thereof, and shall be fully protected in conclusively relying upon,
\nthe Officers153 Certificate and Opinion of Counsel, with respect thereto which the
\nCompany are obligated to file with the Trustee pursuant to Section 13.11 and
\nSection 10.01, respectively.<\/p>\n<\/p>\n

Section 13.13. Voluntary Increase; NASDAQ Compliance. <\/em>(a) Subject to
\nSection 9.01(e), the Company from time to time may increase the Conversion Rate,
\nto the extent permitted by law and subject to any applicable stockholder
\napproval requirements pursuant to the listing standards of the NASDAQ Global
\nSelect Market or such other United States securities exchange on which the
\nCommon Stock is traded, by any amount for any period of at least 20 days, if the
\nBoard of Directors determines that such increase shall be in the Company153s best
\ninterests. The Company may (but is not required to) make such increase in the
\nConversion Rate (in addition to others provided in this Indenture) as the Board
\nof Directors deems advisable to avoid or diminish any income tax to holders of
\nCommon Stock resulting from a dividend or distribution of stock, or rights to
\nacquire stock, or similar event; provided<\/em>, however<\/em>, that in no
\nevent may the Company increase the Conversion Rate such that it causes the
\nConversion Price to be less than the par value of a share of Common Stock. The
\nCompany shall<\/p>\n<\/p>\n

74<\/p>\n

\n

\n

provide at least 15 days153 written notice to Holders and the Trustee of any
\nincrease under this Section 13.13.<\/p>\n<\/p>\n

(b) The Company may not take any voluntary actions that would result in an
\nadjustment to the Conversion Rate pursuant to Section 13.07 without complying,
\nif applicable, with the stockholder approval rules of the NASDAQ Global Select
\nMarket and any similar rule of any stock exchange on which the Common Stock is
\nlisted at the relevant time. In accordance with such listing standards, this
\nrestriction shall apply at any time when the Notes are Outstanding, regardless
\nof whether the Company then has a class of securities listed on the NASDAQ
\nGlobal Select Market.<\/p>\n<\/p>\n

Section 13.14. Rights Plan. <\/em>To the extent that the Company has a
\nRights Plan in effect upon conversion of the Notes into Common Stock, the
\nHolders shall receive upon conversion of the Notes, the Rights under the Rights
\nPlan, unless prior to conversion, the Rights have separated from the Common
\nStock, in which case, and only in such case, the Conversion Rate shall be
\nadjusted at the time of separation as if the Company distributed to all or
\nsubstantially all holders of Common Stock shares of the Company153s Capital Stock,
\nevidences of indebtedness or other assets or property of ours or rights, options
\nor warrants to acquire the Company153s Capital Stock or other securities as
\ndescribed in Section 13.07(c) above, subject to readjustment in the event of the
\nexpiration, termination or redemption of such Rights.<\/p>\n<\/p>\n

ARTICLE 14
\nRepurchase of Notes at Option of Holders<\/p>\n

\n

Section 14.01. Repurchase at Option of Holders.<\/em><\/p>\n<\/p>\n

(a) Each Holder shall have the right, at such Holder153s option, to require the
\nCompany to repurchase for cash on each of November 1, 2015, November 1, 2020 and
\nNovember 1, 2025 (each, a “Repurchase Date<\/strong>“), any or all of
\nsuch Holder153s Notes, at a repurchase price (the “Repurchase
\nPrice<\/strong>“) that is equal to 100% of the principal amount of the Notes to
\nbe repurchased, together with accrued and unpaid interest to, but excluding,
\nsuch Repurchase Date; provided <\/em>that any such accrued and unpaid
\ninterest shall be paid not to the Holders submitting the Notes for repurchase on
\nthe relevant Repurchase Date but instead to the Holders of such Notes at the
\nclose of business on the Regular Record Date immediately preceding such
\nRepurchase Date. A Holder may require the Company to repurchase fewer than all
\nof such Holder153s Notes only if (i) the principal amount of Notes to be
\nrepurchased is an integral multiple of $1,000 and (ii) the portion of such
\nHolder153s Notes not to be repurchased is in a minimum principal amount of $2,000.\n<\/p>\n<\/p>\n

75<\/p>\n

\n

\n

(b) Not later than 20 Business Days prior to each Repurchase Date, the
\nCompany shall send or mail by first class mail a written notice (the
\n“Company Notice<\/strong>“) to the Trustee, to the Paying Agent and to
\neach Holder at its address shown in the Note Register of the Note Registrar (and
\nto beneficial owners as<\/p>\n<\/p>\n

required by applicable law). The Company Notice shall include a Form of
\nRepurchase Date Repurchase Notice to be completed by a Holder and shall state:\n<\/p>\n<\/p>\n

(i) the last date on which a Holder may exercise its repurchase right
\npursuant to this Article 14;<\/p>\n<\/p>\n

(ii) the Repurchase Price;<\/p>\n<\/p>\n

(iii) the name and address of the Conversion Agent and Paying Agent; and<\/p>\n<\/p>\n

(iv) the procedures a Holder must follow to exercise its repurchase rights
\nunder this Article 14 and a brief description of those rights.<\/p>\n<\/p>\n

Simultaneously with providing the Company Notice, the Company shall publish a
\nnotice containing the information included in the Company Notice in a newspaper
\nof general circulation in The City of New York or publish such information on
\nthe Company153s website or through such other public medium as the Company may use
\nat that time.<\/p>\n<\/p>\n

No failure of the Company to give the foregoing notices and no defect therein
\nshall limit the Holders153 repurchase rights or affect the validity of the
\nproceedings for the repurchase of the Notes pursuant to this Article 14.<\/p>\n<\/p>\n

(c) Repurchases of Notes under this Article 14 shall be made, at the option
\nof the Holder thereof, upon:<\/p>\n<\/p>\n

(i) delivery to the Paying Agent by the Holder of a duly completed notice
\n(the “Repurchase Notice<\/strong>“) in the form set forth in the Form of
\nRepurchase Date Repurchase Notice in Attachment 3 to the Form of Note attached
\nhereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the
\nDepositary153s procedures for surrendering interests in Global Notes, if the Notes
\nare Global Notes, in each case during the period beginning at any time from the
\nopen of business on the date that is 20 Business Days prior to the relevant
\nRepurchase Date until the close of business on the Business Day immediately
\npreceding the Repurchase Date; and<\/p>\n<\/p>\n

(ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying
\nAgent at any time after delivery of the Repurchase Notice (together with all
\nnecessary endorsements) at the Corporate Trust Office<\/p>\n<\/p>\n

76<\/p>\n

\n

\n

of the Paying Agent, or book-entry transfer of the Notes, if the Notes are
\nGlobal Notes, in compliance with the procedures of the Depositary, in each case
\nsuch delivery being a condition to receipt by the Holder of the Repurchase Price
\ntherefor.<\/p>\n<\/p>\n

Each Repurchase Notice shall state:<\/p>\n<\/p>\n

(A) in the case of Physical Notes, the certificate numbers of the Notes to be
\ndelivered for repurchase;<\/p>\n<\/p>\n

(B) the portion of the principal amount of the Notes to be repurchased, which
\nmust be an integral multiple of $1,000 (provided <\/em>that any portion of a
\nHolder153s Note not to be repurchased is in the minimum principal amount of
\n$2,000); and<\/p>\n<\/p>\n

(C) that the Notes are to be repurchased by the Company pursuant to the
\napplicable provisions of the Notes and this Indenture;<\/p>\n<\/p>\n

provided<\/em>, however<\/em>, that if the Notes are Global Notes, the
\nRepurchase Notice must comply with appropriate Depositary procedures.<\/p>\n<\/p>\n

Notwithstanding anything herein to the contrary, any Holder delivering to the
\nPaying Agent the Repurchase Notice contemplated by this Section 14.01(c) shall
\nhave the right to withdraw, in whole or in part, such Repurchase Notice at any
\ntime prior to the close of business on the Business Day immediately preceding
\nthe Repurchase Date by delivery of a written notice of withdrawal to the Paying
\nAgent in accordance with Section 14.02.<\/p>\n<\/p>\n

The Paying Agent shall promptly notify the Company of the receipt by it of
\nany Repurchase Notice or written notice of withdrawal thereof.<\/p>\n<\/p>\n

(d) No Repurchase Notice with respect to any Notes may be submitted by a
\nHolder thereof if such Holder has also submitted a Fundamental Change Repurchase
\nNotice and not validly withdrawn such Repurchase Notice in accordance with
\nSection 14.02.<\/p>\n<\/p>\n

(e) Notwithstanding the foregoing, no Notes may be repurchased by the Company
\nat the option of the Holders on any Repurchase Date if the principal amount of
\nthe Notes has been accelerated, and such acceleration has not been rescinded, on
\nor prior to such Repurchase Date (except in the case of an acceleration
\nresulting from a default by the Company in the payment of the Repurchase Price
\nwith respect to such Notes).<\/p>\n<\/p>\n

Section 14.02. Withdrawal of Repurchase Notice. <\/em>(a) A Repurchase
\nNotice may be withdrawn (in whole or in part) by means of a written notice of\n<\/p>\n<\/p>\n

77<\/p>\n

\n

\n

withdrawal delivered to the Corporate Trust Office of the Paying Agent in
\naccordance with this Section 14.02 at any time prior to the close of business on
\nthe Business Day immediately preceding the Repurchase Date specifying:<\/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

(ii) if Physical Notes have been issued, the certificate number of the Note
\nin respect of which such notice of withdrawal is being submitted; and<\/p>\n<\/p>\n

(iii) the principal amount, if any, of such Note that remains subject to the
\noriginal Repurchase Notice, which portion must be in principal amounts of $1,000
\nor an integral multiple of $1,000 (provided <\/em>that any portion of a
\nHolder153s Note not to be repurchased is in the minimum principal amount of
\n$2,000);<\/p>\n<\/p>\n

provided<\/em>, however<\/em>, that if the Notes are Global Notes, the
\nnotice must comply with appropriate procedures of the Depositary.<\/p>\n<\/p>\n

Section 14.03. Deposit of Repurchase Price. <\/em>(a) The Company shall
\ndeposit with the Trustee (or other Paying Agent appointed by the Company, or if
\nthe Company is acting as its own Paying Agent, set aside, segregate and hold in
\ntrust as provided in Section 4.06(b)) on or prior to 11:00 a.m., New York City
\ntime, on the Repurchase Date, as the case may be, an amount of money sufficient
\nto repurchase all of the Notes to be repurchased at the appropriate Repurchase
\nPrice. Subject to receipt of funds and\/or Notes by the Trustee (or other Paying
\nAgent appointed by the Company), payment for Notes surrendered for repurchase
\nwill be made on the later of (i) the Repurchase Date with respect to such Note
\n(provided <\/em>the Holder has satisfied the conditions in Section 14.01) and
\n(ii) the time of book-entry transfer or the delivery of such Note to the Trustee
\n(or other Paying Agent appointed by the Company) by the Holder thereof in the
\nmanner required by Section 14.01, by mailing checks for the amount payable to
\nthe Holders of such Notes entitled thereto as they shall appear in the Note
\nRegister; provided<\/em>, however<\/em>, that payments to the Depositary
\nshall be made by wire transfer of immediately available funds to the account of
\nthe Depositary or its nominee.<\/p>\n<\/p>\n

(b) If by 11:00 a.m. New York City time, on the Repurchase Date the Trustee
\n(or other Paying Agent appointed by the Company) holds money sufficient to make
\npayment on all the Notes or portions thereof that are to be repurchased on such
\nRepurchase Date then (i) such Notes will cease to be Outstanding, (ii) interest
\nwill cease to accrue on such Notes (whether or not book-entry transfer of the
\nNotes has been made or the Notes have been delivered to the Trustee or Paying
\nAgent) and (iii) all other rights of the Holders of such Notes will terminate
\n(other than the right to receive the Repurchase Price).<\/p>\n<\/p>\n

78<\/p>\n

\n

\n

Section 14.04. Repayment To The Company. <\/em>To the extent that the
\naggregate amount of cash deposited by the Company pursuant to Section 14.03
\nexceeds the aggregate Repurchase Price of the Notes or portions thereof that the
\nCompany is obligated to repurchase pursuant to this Article 14 on the relevant
\nRepurchase Date, then promptly after the relevant Repurchase Date the Paying
\nAgent shall return any such excess cash to the Company.<\/p>\n<\/p>\n

Section 14.05. Notes Repurchased In Part. <\/em>Upon surrender of any Note
\nthat is to be repurchased in part pursuant to Section 14.01 and promptly
\nfollowing the Repurchase Date, the Company shall execute and the Trustee shall
\nauthenticate and deliver to the Holder of such Note, without service charge, a
\nnew Note or Notes, of such authorized denomination or denominations as may be
\nrequested by such Holder (which must be equal to $2,000 principal amount or any
\ngreater integral multiple of $1,000), in aggregate principal amount equal to,
\nand in exchange for, the portion of the principal amount of the Note so
\nsurrendered that is not repurchased.<\/p>\n<\/p>\n

Section 14.06. Covenant to Comply with Applicable Laws Upon Repurchase of
\nNotes<\/em>. In connection with any repurchase offer, pursuant to this Article
\n14, the Company shall, if required:<\/p>\n<\/p>\n

(a) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender
\noffer rules under the Exchange Act;<\/p>\n<\/p>\n

(b) file a Schedule TO or any successor or similar schedule; and<\/p>\n<\/p>\n

(c) otherwise comply with all federal and state securities laws in connection
\nwith any offer by the Company to repurchase the Notes;<\/p>\n<\/p>\n

in each case, so as to permit the rights and obligations under this Article
\n14 to be exercised in the time and in the manner specified in this Article 14.\n<\/p>\n<\/p>\n

ARTICLE 15
\nOptional Redemption<\/p>\n

\n

Section 15.01. Optional Redemption<\/em>. No sinking fund is provided for
\nthe Notes. The Notes shall not be redeemable by the Company prior to November 1,
\n2015. On or after November 1, 2015 and prior to the Maturity Date, the Company
\nmay redeem (an “Optional Redemption<\/strong>“) all or part of the Notes
\nfor cash, upon notice as set forth in Section 15.02, at a redemption price equal
\nto 100% of the principal amount of the Notes to be redeemed, plus accrued and
\nunpaid interest, if any, to, but excluding, the Redemption Date (the
\n“Redemption Price<\/strong>“) (unless the Redemption Date falls after a
\nRegular Record Date but on or prior to the immediately succeeding Interest
\nPayment Date, in which case interest accrued<\/p>\n<\/p>\n

79<\/p>\n

\n

\n

and unpaid to the Interest Payment Date will be paid to Holders of record of
\nsuch Notes on such Regular Record Date, and the Redemption Price shall be equal
\nto 100% of the principal amount of the Notes to be redeemed).<\/p>\n<\/p>\n

Section 15.02. Notice of Optional Redemption; Selection of Notes<\/em>.
\n(a) In case the Company exercises its Optional Redemption right to redeem all
\nor, as the case may be, any part of the Notes pursuant to Section 15.01, it
\nshall fix a date for redemption (each, a “Redemption Date<\/strong>“) and
\nit or, at its written request received by the Trustee not less than 45 calendar
\ndays prior to the Redemption Date (or such shorter period of time as may be
\nacceptable to the Trustee), the Trustee, in the name of and at the expense of
\nthe Company, shall send or mail or cause to be sent or mailed a notice of such
\nOptional Redemption (a “Redemption Notice<\/strong>“) not less than 30
\nnor more than 60 calendar days prior to the Redemption Date to each Holder of
\nNotes so to be redeemed as a whole or in part at its last address as the same
\nappears on the Note Register; provided<\/em>, however<\/em>, that if the
\nCompany shall give such notice, it shall also give written notice of the
\nRedemption Date to the Trustee. The Redemption Date must be a Business Day.<\/p>\n<\/p>\n

(b) The Redemption Notice, if sent or mailed in the manner herein provided,
\nshall be conclusively presumed to have been duly given, whether or not the
\nHolder receives such notice. In any case, failure to give such Redemption Notice
\nby mail or any defect in the Redemption Notice to the Holder of any Note
\ndesignated for redemption as a whole or in part shall not affect the validity of
\nthe proceedings for the redemption of any other Note.<\/p>\n<\/p>\n

(c) Each Redemption Notice shall specify:<\/p>\n<\/p>\n

(i) the Redemption Date (which must be a Business Day);<\/p>\n<\/p>\n

(ii) the Redemption Price;<\/p>\n<\/p>\n

(iii) that on the Redemption Date, the Redemption Price will become due and
\npayable upon each such Note, and that interest thereon, if any, shall cease to
\naccrue on and after said date;<\/p>\n<\/p>\n

(iv) the place or places where such Notes are to be surrendered for payment
\nof the Redemption Price;<\/p>\n<\/p>\n

(v) that Holders may surrender their Notes for conversion at any time prior
\nto the close of business on the Business Day immediately preceding the
\nRedemption Date;<\/p>\n<\/p>\n

(vi) the procedures a converting Holder must follow to convert its Notes;\n<\/p>\n<\/p>\n

(vii) the Conversion Rate;<\/p>\n<\/p>\n

80<\/p>\n

\n

\n

(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such
\nNotes; and<\/p>\n<\/p>\n

(ix) in case any Note is to be redeemed in part only, the portion of the
\nprincipal amount thereof to be redeemed which must be an integral multiple of
\n$1,000 (provided <\/em>that any portion of the Holder153s Notes not to be
\nredeemed is in the minimum principal amount of $2,000) and on and after the
\nRedemption Date, upon surrender of such Note, a new Note in principal amount
\nequal to the unredeemed portion thereof shall be issued.<\/p>\n<\/p>\n

A Redemption Notice shall be revocable.<\/p>\n<\/p>\n

(d) If fewer than all of the outstanding Notes are to be redeemed, the
\nTrustee shall select the Notes or portions thereof of a Global Note or the Notes
\nin certificated form to be redeemed (in principal amounts of $1,000 or multiples
\nthereof; provided <\/em>that any portion of a Holder153s Note not to be
\nredeemed is in the minimum principal amount of $2,000) by lot, on a pro rata
\nbasis or by another method the Trustee considers to be fair and appropriate (so
\nlong as such method is not prohibited by the rules of the NASDAQ Global Select
\nMarket or any stock exchange on which the Common Stock is traded). If any Note
\nselected for partial redemption is submitted for conversion in part after such
\nselection, the portion of the Note submitted for conversion shall be deemed (so
\nfar as may be possible) to be the portion selected for redemption. In such
\npartial redemption occurs, the Company shall not be required to (i) issue,
\nregister the transfer or exchange any Notes during a period beginning at the
\nopen of business 15 days before the mailing of the Redemption Notice and ending
\nat the close of business on the day of such mailing or (ii) register the
\ntransfer of or exchange any Notes so selected for redemption, in whole or in
\npart, except the unredeemed portion of any Notes being redeemed in part.<\/p>\n<\/p>\n

Section 15.03. Payment of Notes Called for Redemption<\/em>.<\/p>\n<\/p>\n

(a) If any Redemption Notice has been given in respect of the Notes in
\naccordance with Section 15.02, the Notes shall become due and payable on the
\nRedemption Date at the place or places stated in the Redemption Notice and at
\nthe applicable Redemption Price. On presentation and surrender of the Notes at
\nthe place or places stated in the Redemption Notice, the Notes shall be paid and
\nredeemed by the Company at the applicable Redemption Price.<\/p>\n<\/p>\n

(b) On or prior to 11:00 a.m., New York City time, on the Redemption Date,
\nthe Company shall deposit with the Paying Agent or, if the Company or a
\nSubsidiary of the Company is acting as the Paying Agent, shall segregate and
\nhold in trust as provided in Section 4.06(b) an amount of cash (in immediately
\navailable funds if deposited on the Redemption Date), sufficient to pay the
\nRedemption Price of all of the Notes to be redeemed on such Redemption Date.\n<\/p>\n<\/p>\n

81<\/p>\n

\n

\n

Subject to receipt of funds by the Paying Agent, payment for the Notes to be
\nredeemed shall be made promptly after the later of:<\/p>\n<\/p>\n

(i) the Redemption Date for such Notes; and<\/p>\n<\/p>\n

(ii) the time of presentation of such Note to the Trustee (or other Paying
\nAgent appointed by the Company) by the Holder thereof in the manner required by
\nthis Section 15.03.<\/p>\n<\/p>\n

The Paying Agent shall, promptly after such payment and upon written demand
\nby the Company, return to the Company any funds in excess of the Redemption
\nPrice.<\/p>\n<\/p>\n

(c) If by 11:00 a.m. New York City time, on the Redemption Date, the Trustee
\n(or other Paying Agent appointed by the Company) holds money sufficient to make
\npayment on all the Notes or portions thereof that are to be redeemed on such
\nRedemption Date, then (i) such Notes will cease to be Outstanding, (ii) interest
\nwill cease to accrue on such Notes (whether or not the Notes have been presented
\nand surrendered for redemption in the manner required by this Section 15.03) and
\n(iii) all other rights of the Holders of such Notes will terminate (other than
\nthe right to receive the Redemption Price).<\/p>\n<\/p>\n

Section 15.04. Restrictions on Redemption<\/em>. The Company may not
\nredeem any Notes on any date if the principal amount of the Notes has been
\naccelerated in accordance with the terms of this Indenture, and such
\nacceleration has not been rescinded, on or prior to the Redemption Date (except
\nin the case of an acceleration resulting from a Default by the Company in the
\npayment of the Redemption Price with respect to such Notes).<\/p>\n<\/p>\n

ARTICLE 16
\nRepurchase Of Notes Upon a Fundamental Change<\/p>\n

\n

Section 16.01. Repurchase of Notes at Option of the Holder Upon a
\nFundamental Change. <\/em>(a) If a Fundamental Change occurs prior to the
\nMaturity Date, each Holder of a Note shall have the right, at the option of the
\nHolder, to require the Company to repurchase all or any of such Holder153s Notes
\nat the Fundamental Change Repurchase Price, on the date specified by the Company
\nthat is not less than 20 days and not more than 35 days after the date of the
\nFundamental Change Company Notice pursuant to Section 16.01(b) (the
\n“Fundamental Change Repurchase Date<\/strong>“). If the Fundamental
\nChange Repurchase Date is after a Regular Record Date and on or prior to the
\ncorresponding Interest Payment Date, the Company shall pay accrued and unpaid
\ninterest to the Holder of a Note of record at the close of business on such
\nRegular Record Date and the Fundamental Change Repurchase Price shall be 100% of
\nthe<\/p>\n<\/p>\n

82<\/p>\n

\n

\n

principal amount of the Notes to be repurchased. A Holder may require the
\nCompany to repurchase fewer than all of such Holder153s Notes only if (i) the
\nprincipal amount of Notes to be repurchased is an integral multiple of $1,000
\nand (ii) the portion of such Holder153s Notes not to be repurchased is in a
\nminimum principal amount of $2,000.<\/p>\n<\/p>\n

(b) On or before the 15th day after the Fundamental Change Effective Date,
\nthe Company, or, at the request of the Company, the Trustee, shall mail a
\nwritten notice by first-class mail of the occurrence of the Fundamental Change,
\nand of the repurchase right arising therefrom, to the Trustee, Paying Agent and
\nto each Holder at the address shown in the Note Register of the Note Registrar
\n(and to beneficial owners as required by applicable law) (the
\n“Fundamental Change Company Notice<\/strong>“). Simultaneously with
\nproviding such Fundamental Change Company Notice, the Company shall publish a
\nnotice containing the information that is required in the Fundamental Change
\nCompany Notice in a newspaper of general circulation in The City of New York or
\npublish information on a website of the Company or through such other public
\nmedium the Company may use at that time. The Fundamental Change Company Notice
\nshall set forth the Holder153s right to require the Company to purchase the Notes
\nand specify:<\/p>\n<\/p>\n

(i) the events causing such Fundamental Change;<\/p>\n<\/p>\n

(ii) the date of such Fundamental Change;<\/p>\n<\/p>\n

(iii) the last date by which the Fundamental Repurchase Notice must be
\ndelivered to elect the repurchase option pursuant to this Section 16.01;<\/p>\n<\/p>\n

(iv) the Fundamental Change Repurchase Price;<\/p>\n<\/p>\n

(v) the Fundamental Change Repurchase Date;<\/p>\n<\/p>\n

(vi) the name and address of each Paying Agent and Conversion Agent, if
\napplicable;<\/p>\n<\/p>\n

(vii) that the Notes with respect to which a Fundamental Change Repurchase
\nNotice has been delivered by a Holder may be converted only if the Holder
\nwithdraws the Fundamental Change Repurchase Notice in accordance with the terms
\nof this Indenture; and<\/p>\n<\/p>\n

(viii) the procedures that the Holder must follow to require the Company to
\nrepurchase its Notes under this Section 16.01.<\/p>\n<\/p>\n

At the Company153s written request, the Trustee shall give such Fundamental
\nChange Company Notice in the Company153s name and at the Company153s expense;
\nprovided <\/em>that, unless otherwise agreed by the Trustee, the<\/p>\n<\/p>\n

83<\/p>\n

\n

\n

Company makes such request at least five Business Days prior to the date by
\nwhich such Fundamental Change Company Notice must be given to the Holders in
\naccordance with this Section 16.01; provided<\/em>, further<\/em>, that
\nthe text of such Fundamental Change Company Notice shall be prepared by the
\nCompany. If any of the Notes is in the form of a Global Note, then the Company
\nshall modify such notice to the extent necessary to accord with the Applicable
\nProcedures relating to the purchase of Global Notes.<\/p>\n<\/p>\n

No failure of the Company to give the foregoing notices or defect therein
\nshall limit any Holder153s right to exercise its right to cause the Company to
\nrepurchase such Holder153s Notes pursuant to this Section 16.01.<\/p>\n<\/p>\n

(c) Repurchases of Notes under this Article 16 shall be made, at the option
\nof the Holder thereof, upon:<\/p>\n<\/p>\n

(i) delivery to the Paying Agent by the Holder of a duly completed notice
\n(the “Fundamental Change Repurchase Notice<\/strong>“) in the form set
\nforth in the Form of Fundamental Change Repurchase Notice in Attachment 2 to the
\nForm of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or
\nin compliance with the Depositary153s procedures for surrendering interests in
\nGlobal Notes, if the Notes are Global Notes, in each case before the close of
\nbusiness on the Business Day immediately preceding the Fundamental Change
\nRepurchase Date; and<\/p>\n<\/p>\n

(ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying
\nAgent at any time after delivery of the Repurchase Notice (together with all
\nnecessary endorsements) at the Corporate Trust Office of the Paying Agent, or
\nbook-entry transfer of the Notes, if the Notes are Global Notes, in compliance
\nwith the procedures of the Depositary, in each case such delivery being a
\ncondition to receipt by the Holder of the Repurchase Price therefor.<\/p>\n<\/p>\n

Each Fundamental Change Repurchase Notice shall state:<\/p>\n<\/p>\n

(A) in the case of Physical Notes, the certificate numbers of the Notes to be
\ndelivered for repurchase;<\/p>\n<\/p>\n

(B) the portion of the principal amount of the Notes to be repurchased, which
\nmust be $1,000 or an integral multiple thereof (provided <\/em>that any
\nportion of a Holder153s Note not to be repurchased is in the minimum principal
\namount of $2,000); and<\/p>\n<\/p>\n

(C) that the Notes are to be repurchased by the Company pursuant to the
\napplicable provisions of the Notes and this Indenture;<\/p>\n<\/p>\n

84<\/p>\n

\n

\n

provided<\/em>, however<\/em>, that if the Notes are Global Notes, the
\nRepurchase Notice must comply with appropriate Depositary procedures.<\/p>\n<\/p>\n

Notwithstanding anything herein to the contrary, any Holder delivering to the
\nPaying Agent the Fundamental Change Repurchase Notice contemplated by this
\nSection 16.01 shall have the right to withdraw, in whole or in part, such
\nFundamental Change Repurchase Notice at any time prior to the close of business
\non the Business Day immediately preceding the Fundamental Change Repurchase Date
\nby delivery of a written notice of withdrawal to the Paying Agent in accordance
\nwith Section 16.02.<\/p>\n<\/p>\n

The Paying Agent shall promptly notify the Company of the receipt by it of
\nany Fundamental Change Repurchase Notice or written notice of withdrawal
\nthereof.<\/p>\n<\/p>\n

Section 16.02. Withdrawal of Fundamental Change Repurchase Notice.<\/em>\n<\/p>\n<\/p>\n

(a) A Fundamental Change Repurchase Notice may be withdrawn (in whole or in
\npart) by means of a written notice of withdrawal delivered to the Corporate
\nTrust Office of the Paying Agent in accordance with this Section 16.02 at any
\ntime prior to the close of business on the Business Day immediately preceding
\nthe Fundamental Change Repurchase Date specifying:<\/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

(ii) if Physical Notes have been issued, the certificate number of the Note
\nin respect of which such notice of withdrawal is being submitted; and<\/p>\n<\/p>\n

(iii) the principal amount, if any, of such Note that remains subject to the
\noriginal Fundamental Change Repurchase Notice, which portion must be in
\nprincipal amounts of $1,000 or an integral multiple of $1,000 (provided
\n<\/em>that any portion of a Holder153s Note not to be repurchased is in the minimum
\nprincipal amount of $2,000);<\/p>\n<\/p>\n

provided<\/em>, however<\/em>, that if the Notes are Global Notes, the
\nnotice must comply with appropriate procedures of the Depositary.<\/p>\n<\/p>\n

Section 16.03. Deposit of Fundamental Change Repurchase Price. <\/em>(a)
\nThe Company shall deposit with the Trustee (or other Paying Agent appointed by
\nthe Company, or if the Company is acting as its own Paying Agent, set aside,
\nsegregate and hold in trust as provided in Section 4.06(b)) on or prior to 11:00
\na.m., New York City time, on the Fundamental Change Repurchase Date, as the case
\nmay be, an amount of money sufficient to repurchase all of the Notes to be
\nrepurchased at the appropriate Fundamental Change Repurchase Price. Subject to\n<\/p>\n<\/p>\n

85<\/p>\n

\n

\n

receipt of funds and\/or Notes by the Trustee (or other Paying Agent appointed
\nby the Company), payment for Notes surrendered for repurchase will be made on
\nthe later of (i) the Fundamental Change Repurchase Date with respect to such
\nNote (provided <\/em>the Holder has satisfied the conditions in Section
\n16.01) and (ii) the time of book-entry transfer or the delivery of such Note to
\nthe Trustee (or other Paying Agent appointed by the Company) by the Holder
\nthereof in the manner required by Section 16.01, by mailing checks for the
\namount payable to the Holders of such Notes entitled thereto as they shall
\nappear in the Note Register; provided<\/em>, however<\/em>, that payments
\nto the Depositary shall be made by wire transfer of immediately available funds
\nto the account of the Depositary or its nominee.<\/p>\n<\/p>\n

(b) If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase
\nDate the Trustee (or other Paying Agent appointed by the Company) holds money
\nsufficient to make payment on all the Notes or portions thereof that are to be
\nrepurchased on such Fundamental Change Repurchase Date then (i) such Notes will
\ncease to be Outstanding, (ii) interest will cease to accrue on such Notes
\n(whether or not book-entry transfer of the Notes has been made or the Notes have
\nbeen delivered to the Trustee or Paying Agent) and (iii) all other rights of the
\nHolders of such Notes will terminate (other than the right to receive the
\nFundamental Change Repurchase Price).<\/p>\n<\/p>\n

Section 16.04. Repayment to the Company. <\/em>To the extent that the
\naggregate amount of cash deposited by the Company pursuant to Section 16.03
\nexceeds the aggregate Fundamental Change Repurchase Price of the Notes or
\nportions thereof that the Company is obligated to repurchase pursuant to this
\nArticle 16, then promptly after the relevant Fundamental Change Repurchase Date
\nthe Paying Agent shall return any such excess cash to the Company.<\/p>\n<\/p>\n

Section 16.05. Notes Repurchased In Part. <\/em>Upon surrender of any Note
\nthat is to be repurchased only in part in accordance with Section 16.01, and
\npromptly after the Fundamental Change Repurchase Date, the Company shall execute
\nand the Trustee shall authenticate and deliver to the Holder of such Note,
\nwithout service charge, a new Note or Notes, of such authorized denomination or
\ndenominations as may be requested by such Holder (which must be equal to $2,000
\nprincipal amount or greater integral multiples of $1,000), in aggregate
\nprincipal amount equal to, and in exchange for, the portion of the principal
\namount of the Note so surrendered that is not repurchased.<\/p>\n<\/p>\n

Section 16.06. Covenant to Comply with Applicable Laws Upon Repurchase of
\nNotes<\/em>. In connection with any repurchase offer pursuant to this Article 16,
\nthe Company shall, if required:<\/p>\n<\/p>\n

(a) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender
\noffer rules under the Exchange Act;<\/p>\n<\/p>\n

86<\/p>\n

\n

\n

(b) file a Schedule TO or any successor or similar schedule; and<\/p>\n<\/p>\n

(c) otherwise comply with all federal and state securities laws in connection
\nwith any offer by the Company to repurchase the Notes;<\/p>\n<\/p>\n

in each case, so as to permit the rights and obligations under this Article
\n16 to be exercised in the time and in the manner specified in this Article 16.\n<\/p>\n<\/p>\n

ARTICLE 17
\nMeeting Of Holders Of Notes<\/p>\n

\n

Section 17.01. Purposes For Which Meetings May Be Called. <\/em>A meeting
\nof Holders of Notes may be called at any time and from time to time pursuant to
\nthis Article 17 to make, give or take any request, demand, authorization,
\ndirection, notice, consent, waiver or other action provided by this Indenture to
\nbe made, given or taken by Holders of Notes.<\/p>\n<\/p>\n

Notwithstanding anything contained in this Article 17, the Trustee may,
\nduring the pendency of a Default or an Event of Default, call a meeting of
\nHolders of Notes in accordance with its standard practices.<\/p>\n<\/p>\n

Section 17.02. Call Notice and Place of Meetings. <\/em>(a) The Trustee
\nmay at any time call a meeting of Holders of Notes for any purpose specified in
\nSection 17.01 hereof, to be held at such time and at such place in The City of
\nNew York. Notice of every meeting of Holders of Notes, setting forth the time
\nand the place of such meeting, in general terms the action proposed to be taken
\nat such meeting and the percentage of the principal amount of the
\nthen-Outstanding Notes which shall constitute a quorum at such meeting, shall be
\ngiven, in the manner provided in the Indenture, not less than 21 nor more than
\n180 days prior to the date fixed for the meeting.<\/p>\n<\/p>\n

(b) In case at any time the Company, pursuant to a resolution of the Board of
\nDirectors, or the Holders of at least 10% in principal amount of the Notes then
\nOutstanding shall have requested the Trustee in writing to call a meeting of the
\nHolders of Notes for any purpose specified in Section 17.01 hereof, by written
\nrequest setting forth in reasonable detail the action proposed to be taken at
\nthe meeting, and the Trustee shall not have made the first publication of the
\nnotice of such meeting within 21 days after receipt of such request or shall not
\nthereafter proceed to cause the meeting to be held as provided herein, then the
\nCompany or the Holders of Notes in the amount specified, as the case may be, may
\ndetermine the time and the place in The City of New York for such meeting and
\nmay call such meeting for such purposes by giving notice thereof as provided in
\nSection 17.02(a).<\/p>\n<\/p>\n

87<\/p>\n

\n

\n

Section 17.03. Persons Entitled to Vote at Meetings. <\/em>To be entitled
\nto vote at any meeting of Holders of Notes, a Person shall be (a) a Holder of
\none or more Outstanding Notes or (b) a Person appointed by an instrument in
\nwriting as proxy for a Holder or Holders of one or more Outstanding Notes by
\nsuch Holder or Holders. The only Persons who shall be entitled to be present or
\nto speak at any meeting of Holders shall be the Persons entitled to vote at such
\nmeeting and their counsel, any representatives of the Trustee and its counsel
\nand any representatives of the Company and its counsel.<\/p>\n<\/p>\n

Section 17.04. Quorum; Action. <\/em>The Persons entitled to vote a
\nmajority in principal amount of the then-Outstanding Notes shall constitute a
\nquorum. In the absence of a quorum within 30 minutes of the time appointed for
\nany such meeting, the meeting shall, if convened at the request of Holders of
\nNotes, be dissolved. In any other case, the meeting may be adjourned for a
\nperiod of not less than ten days as determined by the chairman of the meeting
\nprior to the adjournment of such meeting. In the absence of a quorum at any such
\nadjourned meeting, such adjourned meeting may be further adjourned for a period
\nof not less than ten days as determined by the chairman of the meeting prior to
\nthe adjournment of such adjourned meeting. Notice of the reconvening of any
\nadjourned meeting shall be given as provided in Section 17.02(a) hereof, except
\nthat such notice need be given only once and not less than five days prior to
\nthe date on which the meeting is scheduled to be reconvened.<\/p>\n<\/p>\n

At a meeting or an adjourned meeting duly reconvened and at which a quorum is
\npresent as aforesaid, any resolution and all matters (except as limited by the
\nthird paragraph of Section 9.02 hereof) shall be effectively passed and decided
\nif passed or decided by the Persons entitled to vote not less than a majority in
\nprincipal amount of Notes then Outstanding represented and voting at such
\nmeeting.<\/p>\n<\/p>\n

Any resolution passed or decisions taken at any meeting of Holders of Notes
\nduly held in accordance with this Section 17.04 shall be binding on all the
\nHolders of Notes, whether or not present or represented at the meeting.<\/p>\n<\/p>\n

Section 17.05. Determination of Voting Rights; Conduct and Adjournment of
\nMeetings. <\/em>(a) Notwithstanding any other provisions of this Indenture, the
\nTrustee may make such reasonable regulations as it may deem advisable for any
\nmeeting of Holders of Notes in regard to proof of the holding of Notes and of
\nthe appointment of proxies and in regard to the appointment and duties of
\ninspectors of votes, the submission and examination of proxies, certificates and
\nother evidence of the right to vote, and such other matters concerning the
\nconduct of the meeting as it shall deem appropriate.<\/p>\n<\/p>\n

(b) The Trustee shall, by an instrument in writing, appoint a temporary
\nchairman (which may be the Trustee) of the meeting, unless the meeting shall\n<\/p>\n<\/p>\n

88<\/p>\n

\n

\n

have been called by the Company or by Holders of Notes as provided in Section
\n17.02 hereof, in which case the Company or the Holders of Notes calling the
\nmeeting, as the case may be, shall in like manner appoint a temporary chairman.
\nA permanent chairman and a permanent secretary of the meeting shall be elected
\nby vote of the Persons entitled to vote a majority in principal amount of the
\nOutstanding Notes represented at the meeting.<\/p>\n<\/p>\n

(c) At any meeting, each Holder of a Note or proxy shall be entitled to one
\nvote for each $1,000 principal amount of Notes held or represented by him;
\nprovided<\/em>, however<\/em>, that no vote shall be cast or counted at
\nany meeting in respect of any Note challenged as not Outstanding and ruled by
\nthe chairman of the meeting to be not Outstanding. The chairman of the meeting
\nshall have no right to vote, except as a Holder of a Note or proxy.<\/p>\n<\/p>\n

(d) Any meeting of Holders of Notes duly called pursuant to Section 17.02
\nhereof at which a quorum is present may be adjourned from time to time by
\nPersons entitled to vote a majority in principal amount of the then-Outstanding
\nNotes represented at the meeting, and the meeting may be held as so adjourned
\nwithout further notice.<\/p>\n<\/p>\n

Section 17.06. Counting Votes and Recording Action of Meetings. <\/em>The
\nvote upon any resolution submitted to any meeting of Holders of Notes shall be
\nby written ballots on which shall be subscribed the signatures of the Holders of
\nNotes or of their representatives by proxy and the principal amounts and serial
\nnumbers of the Outstanding Notes held or represented by them. The permanent
\nchairman of the meeting shall appoint two inspectors of votes who shall count
\nall votes cast at the meeting for or against any resolution and who shall make
\nand file with the secretary of the meeting their verified written reports in
\nduplicate of all votes cast at the meeting. A record, at least in duplicate, of
\nthe proceedings of each meeting of Holders of Notes shall be prepared by the
\nsecretary of the meeting and there shall be attached to said record the original
\nreports of the inspectors of votes on any vote by ballot taken thereat and
\naffidavits by one or more Persons having knowledge of the facts setting forth a
\ncopy of the notice of the meeting and showing that said notice was given as
\nprovided in Section 17.02 hereof and, if applicable, Section 17.04 hereof. Each
\ncopy shall be signed and verified by the affidavits of the permanent chairman
\nand secretary of the meeting and one such copy shall be delivered to the Company
\nand another to the Trustee to be preserved by the Trustee, the latter to have
\nattached thereto the ballots voted at the meeting. Any record so signed and
\nverified shall be conclusive evidence of the matters therein stated.<\/p>\n<\/p>\n

89<\/p>\n

\n

\n

ARTICLE 18
\nMiscellaneous Provisions<\/p>\n

\n

Section 18.01. Provisions Binding on Company153s Successors. <\/em>All the
\ncovenants, stipulations, promises and agreements of the Company contained in
\nthis Indenture shall bind its successors and assigns whether so expressed or
\nnot.<\/p>\n<\/p>\n

Section 18.02. Official Acts by Successor. <\/em>Any act or proceeding by
\nany provision of this Indenture authorized or required to be done or performed
\nby any board, committee or officer of the Company shall and may be done and
\nperformed with like force and effect by the like board, committee or officer of
\nany corporation or other entity that shall at the time be the lawful sole
\nsuccessor of the Company.<\/p>\n<\/p>\n

Section 18.03. Notices. <\/em>Except as otherwise expressly provided
\nherein, any notice, request or demand that by any provision of this Indenture is
\nrequired or permitted to be given, made or served by the Trustee or by the
\nHolders or by any other Person pursuant to this Indenture to or on the Company
\nmay be given or served by being deposited in first-class mail, postage prepaid,
\naddressed (until another address is filed in writing by the Company with the
\nTrustee), as follows: 9625 West 76th Street, Eden Prairie, MN 55344. Any notice,
\nelection, request or demand by the Company or any Holder or by any other Person
\npursuant to this Indenture to or upon the Trustee shall be deemed to have been
\nsufficiently given or made, for all purposes, if given or made in writing at the
\nCorporate Trust Office of the Trustee. Except as otherwise expressly provided
\nherein, any notice or communication to a Holder of a Note may be given or served
\nby being deposited in first-class mail, postage prepaid, or by electronic means,
\naddressed at the Holder153s address as it appears in the Note Register.<\/p>\n<\/p>\n

Section 18.04. Governing Law. <\/em>THIS INDENTURE AND EACH NOTE, AND ANY
\nCLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR ANY
\nNOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW
\nYORK, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS THEREOF TO THE EXTENT THAT
\nSUCH PROVISIONS WOULD RESULT IN THE SELECTION OF THE LAW OF A DIFFERENT
\nJURISDICTION AS THE GOVERNING LAW OF THIS INDENTURE AND THE NOTES.<\/p>\n<\/p>\n

Section 18.05. Evidence of Compliance with Conditions Precedent;
\nCertificates and Opinions of Counsel to Trustee. <\/em>Upon any application or
\ndemand by the Company to the Trustee to take any action under any of the
\nprovisions of this Indenture, the Company shall furnish to the Trustee an
\nOfficers153 Certificate and an Opinion of Counsel stating that all conditions
\nprecedent (including any covenants compliance with which constitutes a condition
\nprecedent) which relate to such action, if any, provided for in this Indenture
\nhave<\/p>\n<\/p>\n

90<\/p>\n

\n

\n

been complied with; provided <\/em>that no such Opinion of Counsel shall
\nbe required in connection with the issuance of Notes on the Issue Date.<\/p>\n<\/p>\n

Each Officers153 Certificate and Opinion of Counsel provided for by or on
\nbehalf of the Company in this Indenture and delivered to the Trustee with
\nrespect to compliance with a condition or covenant provided for in this
\nIndenture (other than the Officers153 Certificates provided for in Section 4.04)
\nshall include (a) a statement that the Person making such certification or
\nopinion has read such covenant or condition; (b) a brief statement as to the
\nnature and scope of the examination or investigation upon which the statement
\ncontained in such certificate or opinion is based; (c) a statement that, in the
\njudgment of such person, he or she has made such examination or investigation as
\nis necessary to enable him or her to express an informed judgment as to whether
\nor not such covenant or condition has been complied with; and (d) a statement as
\nto whether or not, in the judgment of such Person, such covenant or condition
\nhas been complied with.<\/p>\n<\/p>\n

Notwithstanding anything to the contrary in this Section 18.05, if any
\nprovision in this Indenture specifically provides that the Trustee shall or may
\nreceive an Opinion of Counsel in connection with any action to be taken by the
\nTrustee or the Company hereunder, the Trustee shall be entitled to, or entitled
\nto request, such Opinion of Counsel.<\/p>\n<\/p>\n

Section 18.06. Legal Holidays. <\/em>In any case where any Interest
\nPayment Date, Redemption Date, Repurchase Date, Fundamental Change Repurchase
\nDate, Conversion Date or Maturity Date is not a Business Day, then any action to
\nbe taken on such date need not be taken on such date, but may be taken on the
\nnext succeeding Business Day with the same force and effect as if taken on such
\ndate, and no interest shall accrue for the period from and after such date.<\/p>\n<\/p>\n

Section 18.07. No Security Interest Created. <\/em>Nothing in this
\nIndenture or in the Notes, expressed or implied, shall be construed to
\nconstitute a security interest under the Uniform Commercial Code or similar
\nlegislation, as now or hereafter enacted and in effect, in any jurisdiction.\n<\/p>\n<\/p>\n

Section 18.08. Benefits of Indenture. <\/em>Nothing in this Indenture or
\nin the Notes, expressed or implied, shall give to any Person, other than the
\nparties hereto, any Paying Agent, any Conversion Agent, any authenticating
\nagent, any Note Registrar and their successors hereunder and the Holders of the
\nNotes, any benefit or any legal or equitable right, remedy or claim under this
\nIndenture.<\/p>\n<\/p>\n

Section 18.09. Table of Contents, Headings, Etc. <\/em>The table of
\ncontents and the titles and headings of the articles and sections of this
\nIndenture have been inserted for convenience of reference only, are not to be
\nconsidered a part hereof, and shall in no way modify or restrict any of the
\nterms or provisions hereof.<\/p>\n<\/p>\n

91<\/p>\n

\n

\n

Section 18.10 . Execution in Counterparts. <\/em>This Indenture may be
\nexecuted in any number of counterparts, each of which shall be an original, but
\nsuch counterparts shall together constitute but one and the same instrument. The
\nexchange of copies of this Indenture and of signature pages by facsimile or PDF
\ntransmission shall constitute effective execution and delivery of this Indenture
\nas to the parties hereto and may be used in lieu of the original Indenture for
\nall purposes. Signatures of the parties hereto transmitted by facsimile or PDF
\nshall be deemed to be their original signatures for all purposes.<\/p>\n<\/p>\n

Section 18.11 . Severability. <\/em>In the event any provision of this
\nIndenture or in the Notes shall be invalid, illegal or unenforceable, then (to
\nthe extent permitted by law) the validity, legality or enforceability of the
\nremaining provisions shall not in any way be affected or impaired.<\/p>\n<\/p>\n

Section 18.12 . 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

Section 18.13 . Consent to Jurisdiction. <\/em>(a) The Company hereby
\nirrevocably and unconditionally submits, for itself and its property, to the
\nnonexclusive jurisdiction of any New York State court or federal court of the
\nUnited States sitting in the State and City of New York, County and Borough of
\nManhattan, and any appellate court from any thereof, in any action or proceeding
\narising out of or relating to this Indenture or the Notes, or for recognition or
\nenforcement of any judgment, and each of the parties hereto hereby irrevocably
\nand unconditionally agrees that all claims in respect of any such action or
\nproceeding may be heard and determined in such state court sitting in the State
\nand City of New York, County and Borough of Manhattan or, to the extent
\npermitted by law, in such federal court sitting in the State and City of New
\nYork, County and Borough of Manhattan. Each of the parties hereto agrees that a
\nfinal judgment in any such action or proceeding shall be conclusive and may be
\nenforced in other jurisdictions by suit on the judgment or in any other manner
\nprovided by law.<\/p>\n<\/p>\n

(b) The Company hereby irrevocably and unconditionally waives, to the fullest
\nextent it may legally and effectively do so, any objection which it may now or
\nhereafter have to the laying of venue of any suit, action or proceeding arising
\nout of or relating to this Indenture or the Notes in any New York State or
\nfederal court. Each of the parties hereto hereby irrevocably waives, to the
\nfullest extent permitted by law, the defense of an inconvenient forum to the
\nmaintenance of such action or proceeding in any such court.<\/p>\n<\/p>\n

92<\/p>\n

\n

\n

Section 18.14 . Force Majeure. <\/em>In no event shall the Trustee be
\nresponsible or liable for any failure or delay in the performance of its
\nobligations hereunder arising out of or caused by, directly or indirectly,
\nforces beyond its control, including, without limitation, strikes, work
\nstoppages, accidents, acts of war or terrorism, civil or military disturbances,
\nnuclear or natural catastrophes or acts of God, and interruptions, loss or
\nmalfunctions of utilities, communications or computer (software and hardware)
\nservices; it being understood that the Trustee shall use reasonable efforts that
\nare consistent with accepted practices in the banking industry to resume
\nperformance as soon as practicable under the circumstances.<\/p>\n<\/p>\n

Section 18.15 . Calculations. <\/em>Except as explicitly stated herein,
\nthe Company shall be responsible for making all calculations required pursuant
\nto this Indenture and the Notes, including, without limitation, calculations
\nwith respect to determinations of the Conversion Price and Conversion Rate
\napplicable to the Notes. The Company shall make all such calculations in good
\nfaith and, absent manifest error, the Company153s calculations shall be binding on
\nthe Holders. The Company shall provide a written schedule of such calculations
\nto the Trustee, and the Trustee shall be entitled to conclusively rely upon the
\naccuracy of the Company153s calculations without responsibility for independent
\nverification thereof. The Trustee shall forward a copy of such calculations to
\nany Holder upon such Holder153s written request.<\/p>\n<\/p>\n

Section 18.16 . U.S.A. Patriot Act. <\/em>The parties hereto acknowledge
\nthat in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like
\nall financial institutions and in order to help fight the funding of terrorism
\nand money laundering, is required to obtain, verify, and record information that
\nidentifies each person or legal entity that establishes a relationship or opens
\nan account with the Trustee. The parties to this Indenture agree that they will
\nprovide the Trustee with such information as it may request in order for the
\nTrustee to satisfy the requirements of the U.S.A. Patriot Act.<\/p>\n<\/p>\n

[SIGNATURE PAGE FOLLOWS]<\/p>\n

\n

93<\/p>\n

\n

\n

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
\nexecuted as of the date first written above.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

DIGITAL RIVER, INC., as Issuer<\/p>\n<\/td>\n

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

By:<\/p>\n<\/td>\n

\n

\/s\/ Kevin L. Crudden<\/p>\n<\/td>\n

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

Name:<\/p>\n<\/td>\n

\n

Kevin L. Crudden<\/p>\n<\/td>\n

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

Title:<\/p>\n<\/td>\n

\n

VP\/General Counsel<\/p>\n<\/td>\n

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

WELLS FARGO BANK, NATIONAL
\nASSOCIATION, as Trustee<\/p>\n<\/td>\n

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

By:<\/p>\n<\/td>\n

\n

\/s\/ Lynn M. Steiner<\/p>\n<\/td>\n

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

Name:<\/p>\n<\/td>\n

\n

Lynn M. Steiner<\/p>\n<\/td>\n

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

Title:<\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n

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

[Indenture]<\/p>\n

\n

\n

EXHIBIT A<\/p>\n

\n

[FORM OF FACE OF NOTE]<\/strong><\/p>\n

\n

[INCLUDE IF A GLOBAL NOTE]<\/p>\n

\n

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
\nDEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS
\nAGENT 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 DTC (AND ANY PAYMENT IS MADE TO
\nCEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
\nREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
\nOTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
\nHEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]<\/p>\n<\/p>\n

[INCLUDE IF A RESTRICTED SECURITY]<\/p>\n

\n

THE SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
\nOF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS NOTE MAY NOT
\nBE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE
\nFOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, OR OF A BENEFICIAL OWNERSHIP
\nHEREIN, THE ACQUIRER: (I) REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS
\nACTING, IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A
\nUNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH
\nRESPECT TO EACH SUCH ACCOUNT, AND (II) AGREES (1) THAT IT WILL NOT WITHIN THE
\nLATER OF (X) ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF NOTES
\n(INCLUDING THROUGH THE EXERCISE OF THE OPTION TO PURCHASE ADDITIONAL NOTES) OR
\nSUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT
\nAND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, OFFER,
\nRESELL, PLEDGE OR OTHERWISE TRANSFER THE NOTES EVIDENCED HEREBY, THE COMMON
\nSTOCK ISSUABLE UPON CONVERSION OF SUCH NOTES OR ANY BENEFICIAL OWNERSHIP HEREIN,
\nEXCEPT: (A) TO DIGITAL RIVER, INC. (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF;
\n(B) UNDER A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE
\nSECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED
\nINSTITUTIONAL<\/p>\n<\/p>\n

\n

BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT IS PURCHASING
\nFOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER
\nAND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
\n144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); OR (D) UNDER ANY OTHER
\nAVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
\nINCLUDING RULE 144, IF AVAILABLE; AND (2) THAT, PRIOR TO THE REGISTRATION OF ANY
\nTRANSFER IN ACCORDANCE WITH (1)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE
\nTHE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS OR
\nOTHER INFORMATION AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT SUCH
\nTRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
\nSUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
\nSTATE SECURITIES LAWS, AND THAT IT WILL DELIVER ANY SUCH CERTIFICATION, LEGAL
\nOPINIONS OR OTHER INFORMATION TO THE COMPANY AND THE TRUSTEE. IN ANY EVENT, NO
\nAFFILIATE OF THE COMPANY MAY RESELL THIS NOTE OTHER THAN UNDER A REGISTRATION
\nSTATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO AN
\nEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN A
\nTRANSACTION THAT RESULTS IN SUCH NOTE NO LONGER BEING “RESTRICTED SECURITIES”
\n(AS DEFINED UNDER RULE 144). NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF
\nANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH
\nPURCHASER AND TRANSFEREE OF A NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION
\nOF A NOTE WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING OF THE
\nNOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTE THAT (A) ITS
\nPURCHASE AND HOLDING OF THE NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION
\nOF THE NOTE IS NOT MADE ON BEHALF OF OR WITH “PLAN ASSETS” OF ANY PLAN SUBJECT
\nTO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW OR (B) ITS
\nPURCHASE AND HOLDING OF THE NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION
\nOF THE NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION
\n406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW.<\/p>\n<\/p>\n

\n

DIGITAL RIVER, INC.<\/p>\n

\n

2.00% Convertible Senior Note due 2030<\/p>\n

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

No.<\/p>\n<\/td>\n

<\/td>\n\n

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

CUSIP No. 25388B AC8<\/p>\n<\/p>\n

ISIN No. US25388BAC81<\/p>\n<\/p>\n

Digital River, Inc., a corporation duly organized and validly existing under
\nthe laws of the state of Delaware (herein called the
\n“Company<\/strong>,” which term includes any successor corporation or
\nother entity under the Indenture referred to on the reverse hereof), for value
\nreceived hereby promises to pay to CEDE & CO., or registered assigns, the
\nprincipal sum of $[ ] (which amount may from time to time be increased or
\ndecreased to such other principal amounts as permitted by the Indenture by
\nadjustments made on the records of the Trustee or the Custodian of the
\nDepositary as set forth in Schedule A hereto, in accordance with the rules and
\nprocedures of the Depositary) on November 1, 2030, and interest thereon as set
\nforth below.<\/p>\n<\/p>\n

This Note shall bear interest at the rate of 2.00% per year from November 1,
\n2010, or from the most recent date to which interest had been paid or provided
\nfor to, but excluding, the next scheduled Interest Payment Date until November
\n1, 2030 or the Redemption Date, the Repurchase Date or the Fundamental Change
\nRepurchase Date, as applicable. Interest is payable semiannually in arrears on
\neach May 1 and November 1 (or if any such day is not a Business Day, the
\nimmediately following Business Day), commencing May 1, 2011, to Holders of
\nrecord at the close of business on the preceding April 15 and October 15
\n(whether or not such day is a Business Day), respectively.<\/p>\n<\/p>\n

Interest not paid when due and any interest on principal or interest not paid
\nwhen due will be paid to Holders on a special record date, which will be the
\n15th day preceding the day fixed by the Company for the payment of such
\ninterest, whether or not such day is a Business Day. At least 15 days before a
\nspecial record date, the Company will send to each Holder and to the Trustee a
\nnotice that sets forth the special record date, the payment date and the amount
\nof interest to be paid.<\/p>\n<\/p>\n

Payment of the principal of, and accrued and unpaid interest on, this Note
\nshall be made at the office or agency of the Company maintained for that purpose
\nin such lawful money of the United States of America as at the time of payment
\nshall be legal tender for the payment of public and private debts; provided
\n<\/em>that interest on any Notes in certificated form shall be paid (i) to the
\nPerson entitled thereto having an aggregate principal amount of $2,000,000 or
\nless, by check mailed to such Person at the address set forth in the Note
\nRegister and (ii) to the<\/p>\n<\/p>\n

\n

Person entitled thereto having an aggregate principal amount of more than
\n$2,000,000, either by check mailed to such Person or, upon application by such
\nPerson to the Note Registrar not later than the relevant Regular Record Date, by
\nwire transfer in immediately available funds to such Person153s account within the
\nUnited States, which application and wire transfer instructions shall remain in
\neffect until such Person notifies, in writing, the Note Registrar to the
\ncontrary.<\/p>\n<\/p>\n

Reference is made to the further provisions of this Note set forth on the
\nreverse hereof, including, without limitation, provisions giving the Holder of
\nthis Note the right to convert this Note into shares of Common Stock (together
\nwith cash in lieu of fractional shares) on the terms and subject to the
\nlimitations set forth in the Indenture. Such further provisions shall for all
\npurposes have the same effect as though fully set forth at this place.<\/p>\n<\/p>\n

THIS NOTE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO
\nTHIS NOTE SHALL BE GOVERNED BY AND BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
\nNEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS THEREOF TO THE EXTENT
\nTHAT SUCH PROVISIONS WOULD RESULT IN THE SELECTION OF THE LAW OF A DIFFERENT
\nJURISDICTION AS THE GOVERNING LAW OF THIS NOTE.<\/p>\n<\/p>\n

This Note shall not be valid or become obligatory for any purpose until the
\ncertificate of authentication hereon shall have been manually signed by the
\nTrustee or a duly authorized authenticating agent under the Indenture.<\/p>\n<\/p>\n

[Remainder of page intentionally left blank]<\/p>\n

\n

\n

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

DIGITAL RIVER, INC.<\/p>\n<\/td>\n

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

By:<\/p>\n<\/td>\n

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

Name:<\/p>\n<\/td>\n

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

Title:<\/p>\n<\/td>\n

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

Dated:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

TRUSTEE153S CERTIFICATE OF AUTHENTICATION WELLS FARGO BANK, NATIONAL
\nASSOCIATION as Trustee, certifies that this is one of the Notes described in the
\nwithin-named Indenture.<\/p>\n<\/td>\n

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

By:<\/p>\n<\/td>\n

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

Authorized Signatory<\/p>\n<\/td>\n

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

[FORM OF REVERSE OF NOTE]<\/p>\n

\n

DIGITAL RIVER, INC.
\n2.00% Convertible Senior Note due 2030<\/p>\n

\n

This Note is one of a duly authorized issue of the Notes of the Company,
\ndesignated as its 2.00% Convertible Senior Notes due 2030 (herein called the
\n“Notes<\/strong>“), limited to the aggregate principal amount of
\n$345,000,000, all issued or to be issued under and pursuant to an Indenture
\ndated as of November 1, 2010 (herein called the “Indenture<\/strong>“),
\nbetween the Company and Wells Fargo Bank, National Association (herein called
\nthe “Trustee<\/strong>“), to which Indenture and all indentures
\nsupplemental thereto reference is hereby made for a description of the rights,
\nlimitations of rights, obligations, duties and immunities thereunder of the
\nTrustee, the Company and the Holders of the Notes. Additional Notes may be
\nissued in an unlimited aggregate principal amount, subject to certain conditions
\nspecified in the Indenture.<\/p>\n<\/p>\n

In case an Event of Default, as defined in the Indenture, shall have occurred
\nand be continuing, the principal of and accrued and unpaid interest, if any, on
\nall Notes may be declared, by either the Trustee or Holders of not less than 25%
\nin aggregate principal amount of Notes then outstanding, and upon said
\ndeclaration shall become, due and payable, in the manner, with the effect and
\nsubject to the conditions and certain exceptions set forth in the Indenture.\n<\/p>\n<\/p>\n

Subject to the terms and conditions of the Indenture, the Company will make
\nall payments and deliveries in respect of the Redemption Price, the Repurchase
\nPrice, the Fundamental Change Repurchase Price and the principal amount on the
\nMaturity Date, as the case may be, to the Holder who surrenders a Note to a
\nPaying Agent to collect such payments in respect of the Note. The Company will
\npay cash amounts in money of the United States that at the time of payment is
\nlegal tender for payment of public and private debts.<\/p>\n<\/p>\n

The Indenture contains provisions permitting the Company and the Trustee in
\ncertain circumstances, without the consent of the Holders of the Notes, and in
\nother circumstances, with the consent of the Holders of not less than a majority
\nin aggregate principal amount of the Notes at the time outstanding, evidenced as
\nin the Indenture provided, to execute supplemental indentures modifying the
\nterms of the Indenture and the Notes as described therein. It is also provided
\nin the Indenture that, subject to certain exceptions, the Holders of a majority
\nin aggregate principal amount of the Notes at the time outstanding may on behalf
\nof the Holders of all of the Notes waive any past Default or Event of Default
\nunder the Indenture and its consequences.<\/p>\n<\/p>\n

No reference herein to the Indenture and no provision of this Note or of the
\nIndenture shall alter or impair the obligation of the Company, which is<\/p>\n<\/p>\n

\n

absolute and unconditional, to pay the principal (including the Redemption
\nPrice, the Repurchase Price and the Fundamental Change Repurchase Price, if
\napplicable) of and accrued and unpaid interest, if any, on this Note at the
\nplace, at the respective times, at the rate and in the lawful money herein
\nprescribed or to satisfy its obligation to convert the Notes.<\/p>\n<\/p>\n

The Notes are issuable in registered form without coupons in denominations of
\n$2,000 principal amount and greater integral multiples of $1,000. At the office
\nor agency of the Company referred to on the face hereof, and in the manner and
\nsubject to the limitations provided in the Indenture, Notes may be exchanged for
\na like aggregate principal amount of Notes of other authorized denominations,
\nwithout payment of any service charge but, if required by the Company or
\nTrustee, with payment of a sum sufficient to cover any tax, assessments or other
\ngovernmental charges that may be imposed in connection therewith as a result of
\nthe name of the Holders of the new Notes issued upon such exchange of Notes
\nbeing different from the name of the Holder of the old Notes surrendered for
\nsuch exchange.<\/p>\n<\/p>\n

The Notes are not subject to redemption through the operation of any sinking
\nfund.<\/p>\n<\/p>\n

The Company may redeem the Notes in whole or in part for cash, subject to
\ncertain conditions described in the Indenture, at any time prior to the Maturity
\nDate. The Redemption Price will equal 100% of the principal amount of the Notes
\nto be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the
\nRedemption Date.<\/p>\n<\/p>\n

Upon the occurrence of a Fundamental Change, each Holder shall have the
\nright, at such Holder153s option, to require the Company to repurchase for cash
\nall of such Holder153s Notes or any portion thereof on the Fundamental Change
\nRepurchase Date at a price equal to the Fundamental Change Repurchase Price. In
\naddition, each Holder shall have the right, at such Holder153s option, to require
\nthe Company to repurchase for cash all or any portion of such Holder153s Notes on
\nany Repurchase Date, in each case at a price equal to the Repurchase Price.
\nHowever, a Holder may only require the Company to repurchase fewer than all of
\nsuch Holder153s Notes if (i) the principal amount of Notes to be repurchased is an
\nintegral multiple of $1,000 and (ii) the portion of such Holder153s Notes not to
\nbe repurchased is in a minimum principal amount of $2,000.<\/p>\n<\/p>\n

Subject to the provisions of the Indenture, during certain periods and upon
\nthe occurrence of certain conditions specified in the Indenture, the Holder
\nhereof has the right, at its option, prior to the close of business on the
\nBusiness Day immediately preceding the Maturity Date, to convert any Notes or
\nportion thereof, into shares of Common Stock (together with cash in lieu of
\nfractional shares) at a Conversion Rate specified in the Indenture, as adjusted
\nfrom time to time as<\/p>\n<\/p>\n

2<\/p>\n

\n

\n

provided in the Indenture; provided <\/em>that a Holder may only convert
\nfewer than all of such Holder153s Notes if (i) the principal amount of Notes to be
\nconverted is an integral multiple of $1,000 and (ii) the portion of such
\nHolder153s Notes not to be converted is in a minimum principal amount of $2,000.\n<\/p>\n<\/p>\n

Terms used in this Note and defined in the Indenture are used herein as
\ntherein defined.<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

ABBREVIATIONS<\/p>\n

\n

The following abbreviations, when used in the inscription of the face of this
\nNote, shall be construed as though they were written out in full according to
\napplicable laws or regulations:<\/p>\n<\/p>\n

TEN COM = as tenants in common<\/p>\n<\/p>\n

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act<\/p>\n<\/p>\n

CUST = Custodian<\/p>\n<\/p>\n

TEN ENT = as tenants by the entireties<\/p>\n<\/p>\n

JT TEN = joint tenants with right of survivorship and not as tenants in
\ncommon<\/p>\n<\/p>\n

Additional abbreviations may also be used though not in the above list.<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

SCHEDULE A<\/strong><\/p>\n

\n

SCHEDULE OF EXCHANGES OF NOTES<\/p>\n

\n

DIGITAL RIVER, INC.
\n2.00% Convertible Senior Notes due 2030<\/p>\n

\n

The initial principal amount of this Global Note is [ ] ($[ ]). The following
\nincreases or decreases in this Global Note have been made:<\/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
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Principal Amount of<\/p>\n<\/td>\n

<\/td>\n\n

Signature of<\/p>\n<\/td>\n<\/tr>\n

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

this Global Note<\/p>\n<\/td>\n

<\/td>\n\n

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

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

Amount of decrease<\/p>\n<\/td>\n

<\/td>\n\n

Amount of increase<\/p>\n<\/td>\n

<\/td>\n\n

following such<\/p>\n<\/td>\n

<\/td>\n\n

signatory of<\/p>\n<\/td>\n<\/tr>\n

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

in Principal Amount<\/p>\n<\/td>\n

<\/td>\n\n

in Principal Amount<\/p>\n<\/td>\n

<\/td>\n\n

decrease or<\/p>\n<\/td>\n

<\/td>\n\n

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

\n

Date of Exchange<\/p>\n<\/td>\n

<\/td>\n\n

of this Global Note<\/p>\n<\/td>\n

<\/td>\n\n

of this Global Note<\/p>\n<\/td>\n

<\/td>\n\n

increase<\/p>\n<\/td>\n

<\/td>\n\n

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

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

ATTACHMENT 1<\/strong><\/p>\n

\n

[FORM OF NOTICE OF CONVERSION]
\n2.00% Convertible Senior Note due 2030<\/p>\n

\n

To: Digital River, Inc.<\/p>\n<\/p>\n

The undersigned registered owner of this Note hereby exercises the option to
\nconvert this Note, or the portion hereof (provided <\/em>that (i) such
\nportion is an integral multiple of $1,000 principal amount and (ii) the portion
\nof this Note not to be converted is not less than $2,000 in principal amount),
\nbelow designated, and Digital River, Inc. (the “Company<\/strong>“), at
\nits election, may deliver shares of Common Stock (together with cash in lieu of
\nfractional shares) in accordance with the terms of the Indenture referred to in
\nthis Note, and directs that any shares of Common Stock issuable and deliverable
\nupon such conversion, and any Notes representing any unconverted principal
\namount hereof, be issued and delivered to the registered Holder hereof unless a
\ndifferent name has been indicated below. If any shares of Common Stock or any
\nportion of this Note not converted are to be issued in the name of a Person
\nother than the undersigned, the undersigned will pay all transfer taxes payable
\nwith respect thereto. Any amount required to be paid to the undersigned on
\naccount of interest accompanies this Note.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated:<\/p>\n<\/td>\n

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

Signature(s)<\/p>\n<\/td>\n

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

Signature Guarantee<\/p>\n<\/td>\n

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

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks,
\nstock brokers, savings and loan associations and credit unions) with membership
\nin an approved signature guarantee medallion program pursuant to Securities and
\nExchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or
\nNotes to be delivered, other than to and in the name of the registered Holder.\n<\/p>\n<\/td>\n

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

Fill in for registration of shares if
\nto be issued, and Notes if to
\nbe delivered, other than to and in the
\nname of the registered Holder:<\/p>\n<\/p>\n

(Name)<\/p>\n<\/p>\n

(Street Address)<\/p>\n<\/p>\n

(City, State and Zip Code)
\nPlease print name and address<\/p>\n<\/p>\n

Principal amount to be converted (if less than all):
\n$ <\/u>,000<\/p>\n<\/p>\n

NOTICE: The above signature(s) of the Holder(s)
\nhereof must correspond with the name as written upon
\nthe face of the Note in every particular without
\nalteration or enlargement or any change whatever.<\/p>\n<\/p>\n

Social Security or Other Taxpayer
\nIdentification Number<\/p>\n<\/p>\n

\n

ATTACHMENT 2<\/strong><\/p>\n

\n

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]
\n2.00% Convertible Senior Note due 2030<\/p>\n

\n

To: Digital River, Inc.<\/p>\n<\/p>\n

The undersigned registered owner of this Note hereby acknowledges receipt of
\na notice from Digital River, Inc. (the “Company<\/strong>“) as to the
\noccurrence of a Fundamental Change with respect to the Company and specifying
\nthe Fundamental Change Repurchase Date. The undersigned registered owner of this
\nNote hereby instructs the Company to pay to the registered Holder hereof in
\naccordance with the applicable provisions of the Indenture referred to in this
\nNote (1) the entire principal amount of this Note, or the portion thereof
\n(provided <\/em>that (i) such portion is an integral multiple of $1,000
\nprincipal amount and (ii) the portion of this Note not to be repurchased is not
\nless than $2,000 in principal amount), below designated, and (2) if such
\nFundamental Change Repurchase Date does not fall during the period after a
\nRegular Record Date and on or prior to the corresponding Interest Payment Date,
\naccrued and unpaid interest, if any, thereon to, but excluding, such Fundamental
\nChange Repurchase Date.<\/p>\n<\/p>\n

In the case of Physical Notes, the certificate numbers of the Notes to be
\nrepurchased are as set forth below:<\/p>\n<\/p>\n

Dated:<\/p>\n<\/p>\n

Signature(s)<\/p>\n<\/p>\n

Social Security or Other Taxpayer
\nIdentification Number<\/p>\n<\/p>\n

Principal amount to be repaid (if less than all):
\n$ <\/u>,000<\/p>\n<\/p>\n

NOTICE: The above signature(s) of the Holder(s)
\nhereof must correspond with the name as written upon
\nthe face of the Note in every particular without
\nalteration or enlargement or any change whatever.<\/p>\n<\/p>\n

\n

ATTACHMENT 3<\/strong><\/p>\n

\n

[FORM OF REPURCHASE DATE REPURCHASE NOTICE]<\/p>\n

\n

To: Digital River, Inc.<\/p>\n<\/p>\n

The undersigned registered owner of this Note hereby acknowledges receipt of
\na notice from Digital River, Inc. (the “Company<\/strong>“) regarding the
\nright of Holders to elect to require the Company to repurchase the entire
\nprincipal amount of this Note, or the portion thereof (provided <\/em>that
\n(i) such portion is an integral multiple of $1,000 principal amount and (ii) the
\nportion of this Note not to be repurchased is not less than $2,000 in principal
\namount), below designated, and hereby instructs the Company to pay the
\nRepurchase Price of this Note or the portion thereof so designated in accordance
\nwith the applicable provisions of the Indenture referred to in this Note, to the
\nregistered Holder hereof.<\/p>\n<\/p>\n

In the case of Physical Notes, the certificate numbers of the Notes to be
\nrepurchased are as set forth below:<\/p>\n<\/p>\n

Dated:<\/p>\n<\/p>\n

Signature(s)<\/p>\n<\/p>\n

Social Security or Other Taxpayer
\nIdentification Number<\/p>\n<\/p>\n

Principal amount to be repaid (if less than all):
\n$ <\/u>,000<\/p>\n<\/p>\n

NOTICE: The above signature(s) of the Holder(s)
\nhereof must correspond with the name as written upon
\nthe face of the Note in every particular without
\nalteration or enlargement or any change whatever.<\/p>\n<\/p>\n

\n

ATTACHMENT 4<\/strong><\/p>\n

\n

[FORM OF ASSIGNMENT AND TRANSFER]<\/p>\n

\n

For value received hereby sell(s), assign(s) and transfer(s) unto (Please
\ninsert social security or Taxpayer Identification Number of assignee) the within
\nNote, and hereby irrevocably constitutes and appoints attorney to transfer the
\nsaid Note on the books of the Company, with full power of substitution in the
\npremises.<\/p>\n<\/p>\n

In connection with any transfer of the within Note occurring prior to the
\nResale Restriction Termination Date, as defined in the Indenture governing such
\nNote, the undersigned confirms that such Note is being transferred:<\/p>\n<\/p>\n

o To Digital River, Inc. or a subsidiary thereof; or<\/p>\n<\/p>\n

o Pursuant to the registration statement that has become or been declared
\neffective under the Securities Act of 1933, as amended; or<\/p>\n<\/p>\n

o Pursuant to and in compliance with Rule 144A under the Securities Act of
\n1933, as amended; or<\/p>\n<\/p>\n

o Pursuant to and in compliance with Rule 144 under the Securities Act of
\n1933, as amended; or<\/p>\n<\/p>\n

o Pursuant to another available exemption from registration under the
\nSecurities Act of 1933, as amended.<\/p>\n<\/p>\n

\n

Dated:<\/p>\n<\/p>\n

Signature(s)<\/p>\n<\/p>\n

Signature Guarantee<\/p>\n<\/p>\n

Signature(s) must be guaranteed by an
\neligible Guarantor Institution (banks, stock
\nbrokers, savings and loan associations and
\ncredit unions) with membership in an approved
\nsignature guarantee medallion program pursuant
\nto Securities and Exchange Commission
\nRule 17Ad-15 if Notes are to be delivered, other
\nthan to and in the name of the registered Holder.<\/p>\n<\/p>\n

NOTICE: The signature on the assignment must correspond with the name as
\nwritten upon the face of the Note in every particular without alteration or
\nenlargement or any change whatever.<\/p>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7322],"corporate_contracts_industries":[],"corporate_contracts_types":[9560,9566],"class_list":["post-41065","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-digital-river-inc","corporate_contracts_types-finance","corporate_contracts_types-finance__indenture"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41065","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41065"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41065"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41065"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41065"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}