TABLE OF CONTENTS<\/strong><\/p>\n\n
Page<\/u><\/p>\n<\/p>\n
ARTICLE 1<\/p>\n<\/p>\n
DEFINITIONS AND INCORPORATION BY REFERENCE<\/p>\n<\/p>\n
1<\/p>\n<\/p>\n
Section 1.01<\/p>\n<\/p>\n
Definitions.<\/p>\n<\/p>\n
1<\/p>\n<\/p>\n
Section 1.02<\/p>\n<\/p>\n
Other Definitions<\/p>\n<\/p>\n
10<\/p>\n<\/p>\n
Section 1.03<\/p>\n<\/p>\n
[Omitted.]<\/p>\n<\/p>\n
11<\/p>\n<\/p>\n
Section 1.04<\/p>\n<\/p>\n
Rules of Construction<\/p>\n<\/p>\n
11<\/p>\n<\/p>\n
Section 1.05<\/p>\n<\/p>\n
Acts of Holders<\/p>\n<\/p>\n
11<\/p>\n<\/p>\n
ARTICLE 2<\/p>\n<\/p>\n
THE SECURITIES<\/p>\n<\/p>\n
13<\/p>\n<\/p>\n
Section 2.01<\/p>\n<\/p>\n
Form and Dating.<\/p>\n<\/p>\n
13<\/p>\n<\/p>\n
Section 2.02<\/p>\n<\/p>\n
Execution and Authentication.<\/p>\n<\/p>\n
14<\/p>\n<\/p>\n
Section 2.03<\/p>\n<\/p>\n
Registrar, Paying Agent and Conversion Agent.<\/p>\n<\/p>\n
14<\/p>\n<\/p>\n
Section 2.04<\/p>\n<\/p>\n
Paying Agent to Hold Money and Securities in Trust.<\/p>\n<\/p>\n
15<\/p>\n<\/p>\n
Section 2.05<\/p>\n<\/p>\n
Securityholder Lists.<\/p>\n<\/p>\n
15<\/p>\n<\/p>\n
Section 2.06<\/p>\n<\/p>\n
Transfer and Exchange.<\/p>\n<\/p>\n
15<\/p>\n<\/p>\n
Section 2.07<\/p>\n<\/p>\n
Replacement Securities.<\/p>\n<\/p>\n
17<\/p>\n<\/p>\n
Section 2.08<\/p>\n<\/p>\n
Outstanding Securities; Determinations of Holders153 Action.<\/p>\n<\/p>\n
18<\/p>\n<\/p>\n
Section 2.09<\/p>\n<\/p>\n
Temporary Securities.<\/p>\n<\/p>\n
18<\/p>\n<\/p>\n
Section 2.10<\/p>\n<\/p>\n
Cancellation.<\/p>\n<\/p>\n
19<\/p>\n<\/p>\n
Section 2.11<\/p>\n<\/p>\n
Persons Deemed Owners.<\/p>\n<\/p>\n
19<\/p>\n<\/p>\n
Section 2.12<\/p>\n<\/p>\n
Transfer Restriction Legend; Global Securities.<\/p>\n<\/p>\n
19<\/p>\n<\/p>\n
Section 2.13<\/p>\n<\/p>\n
CUSIP Numbers.<\/p>\n<\/p>\n
24<\/p>\n<\/p>\n
Section 2.14<\/p>\n<\/p>\n
Accretion<\/p>\n<\/p>\n
24<\/p>\n<\/p>\n
Section 2.15<\/p>\n<\/p>\n
Calculation of Original Issue Discount<\/p>\n<\/p>\n
24<\/p>\n<\/p>\n
Section 2.16<\/p>\n<\/p>\n
Additional Securities<\/p>\n<\/p>\n
25<\/p>\n<\/p>\n
ARTICLE 3<\/p>\n<\/p>\n
REDEMPTION AND REPURCHASES<\/p>\n<\/p>\n
25<\/p>\n<\/p>\n
Section 3.01<\/p>\n<\/p>\n
Company153s Right to Redeem; Notices to Trustee<\/p>\n<\/p>\n
25<\/p>\n<\/p>\n
Section 3.02<\/p>\n<\/p>\n
Selection of Securities to Be Redeemed<\/p>\n<\/p>\n
26<\/p>\n<\/p>\n
Section 3.03<\/p>\n<\/p>\n
Notice of Redemption<\/p>\n<\/p>\n
26<\/p>\n<\/p>\n
Section 3.04<\/p>\n<\/p>\n
Effect of Notice of Redemption<\/p>\n<\/p>\n
27<\/p>\n<\/p>\n
Section 3.05<\/p>\n<\/p>\n
Deposit of Redemption Price<\/p>\n<\/p>\n
28<\/p>\n<\/p>\n
Section 3.06<\/p>\n<\/p>\n
Securities Redeemed in Part<\/p>\n<\/p>\n
28<\/p>\n<\/p>\n
Section 3.07<\/p>\n<\/p>\n
Repurchase of Securities by the Company at Option of the
\nHolder<\/p>\n<\/p>\n
28<\/p>\n<\/p>\n
Section 3.08<\/p>\n<\/p>\n
Repurchase of Securities at Option of the Holder Upon a
\nFundamental Change<\/p>\n<\/p>\n
30<\/p>\n<\/p>\n
Section 3.09<\/p>\n<\/p>\n
Effect of Repurchase Notice or Fundamental Change
\nRepurchase Notice<\/p>\n<\/p>\n
33<\/p>\n<\/p>\n
Section 3.10<\/p>\n<\/p>\n
Deposit of Repurchase Price or Fundamental Change Repurchase Price<\/p>\n<\/p>\n
34<\/p>\n<\/p>\n
Section 3.11<\/p>\n<\/p>\n
Securities Purchased in Part<\/p>\n<\/p>\n
35<\/p>\n<\/p>\n<\/p>\n
i<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n
Section 3.12<\/p>\n<\/p>\n
Covenant to Comply with Securities Laws upon Purchase of
\nSecurities<\/p>\n<\/p>\n
35<\/p>\n<\/p>\n
Section 3.13<\/p>\n<\/p>\n
Repayment to the Company<\/p>\n<\/p>\n
35<\/p>\n<\/p>\n
ARTICLE 4<\/p>\n<\/p>\n
COVENANTS<\/p>\n<\/p>\n
35<\/p>\n<\/p>\n
Section 4.01<\/p>\n<\/p>\n
Payment of Securities<\/p>\n<\/p>\n
35<\/p>\n<\/p>\n
Section 4.02<\/p>\n<\/p>\n
SEC and Other Reports<\/p>\n<\/p>\n
36<\/p>\n<\/p>\n
Section 4.03<\/p>\n<\/p>\n
Compliance Certificate<\/p>\n<\/p>\n
36<\/p>\n<\/p>\n
Section 4.04<\/p>\n<\/p>\n
Further Instruments and Acts<\/p>\n<\/p>\n
36<\/p>\n<\/p>\n
Section 4.05<\/p>\n<\/p>\n
Delivery of Certain Information<\/p>\n<\/p>\n
36<\/p>\n<\/p>\n
Section 4.06<\/p>\n<\/p>\n
[Omitted.]<\/p>\n<\/p>\n
37<\/p>\n<\/p>\n
Section 4.07<\/p>\n<\/p>\n
Maintenance of Office or Agency.<\/p>\n<\/p>\n
37<\/p>\n<\/p>\n
ARTICLE 5<\/p>\n<\/p>\n
SUCCESSOR PERSON<\/p>\n<\/p>\n
37<\/p>\n<\/p>\n
Section 5.01<\/p>\n<\/p>\n
When Company May Merge or Transfer Assets<\/p>\n<\/p>\n
37<\/p>\n<\/p>\n
ARTICLE 6<\/p>\n<\/p>\n
DEFAULTS AND REMEDIES<\/p>\n<\/p>\n
38<\/p>\n<\/p>\n
Section 6.01<\/p>\n<\/p>\n
Events of Default<\/p>\n<\/p>\n
38<\/p>\n<\/p>\n
Section 6.02<\/p>\n<\/p>\n
Acceleration<\/p>\n<\/p>\n
41<\/p>\n<\/p>\n
Section 6.03<\/p>\n<\/p>\n
Other Remedies<\/p>\n<\/p>\n
41<\/p>\n<\/p>\n
Section 6.04<\/p>\n<\/p>\n
Waiver of Past Defaults<\/p>\n<\/p>\n
42<\/p>\n<\/p>\n
Section 6.05<\/p>\n<\/p>\n
Control by Majority<\/p>\n<\/p>\n
42<\/p>\n<\/p>\n
Section 6.06<\/p>\n<\/p>\n
Limitation on Suits<\/p>\n<\/p>\n
42<\/p>\n<\/p>\n
Section 6.07<\/p>\n<\/p>\n
Rights of Holders to Receive Payment<\/p>\n<\/p>\n
43<\/p>\n<\/p>\n
Section 6.08<\/p>\n<\/p>\n
Collection Suit by Trustee<\/p>\n<\/p>\n
43<\/p>\n<\/p>\n
Section 6.09<\/p>\n<\/p>\n
Trustee May File Proofs of Claim<\/p>\n<\/p>\n
43<\/p>\n<\/p>\n
Section 6.10<\/p>\n<\/p>\n
Priorities<\/p>\n<\/p>\n
44<\/p>\n<\/p>\n
Section 6.11<\/p>\n<\/p>\n
Undertaking for Costs<\/p>\n<\/p>\n
44<\/p>\n<\/p>\n
Section 6.12<\/p>\n<\/p>\n
Waiver of Stay, Extension or Usury Laws<\/p>\n<\/p>\n
44<\/p>\n<\/p>\n
ARTICLE 7<\/p>\n<\/p>\n
TRUSTEE<\/p>\n<\/p>\n
45<\/p>\n<\/p>\n
Section 7.01<\/p>\n<\/p>\n
Duties of Trustee.<\/p>\n<\/p>\n
45<\/p>\n<\/p>\n
Section 7.02<\/p>\n<\/p>\n
Rights of Trustee.<\/p>\n<\/p>\n
46<\/p>\n<\/p>\n
Section 7.03<\/p>\n<\/p>\n
Individual Rights of Trustee.<\/p>\n<\/p>\n
48<\/p>\n<\/p>\n
Section 7.04<\/p>\n<\/p>\n
Trustee153s Disclaimer<\/p>\n<\/p>\n
48<\/p>\n<\/p>\n
Section 7.05<\/p>\n<\/p>\n
Notice of Defaults<\/p>\n<\/p>\n
48<\/p>\n<\/p>\n
Section 7.06<\/p>\n<\/p>\n
Reports by Trustee to Holder<\/p>\n<\/p>\n
48<\/p>\n<\/p>\n
Section 7.07<\/p>\n<\/p>\n
Compensation and Indemnity.<\/p>\n<\/p>\n
49<\/p>\n<\/p>\n
Section 7.08<\/p>\n<\/p>\n
Replacement of Trustee<\/p>\n<\/p>\n
50<\/p>\n<\/p>\n
Section 7.09<\/p>\n<\/p>\n
Successor Trustee by Merger<\/p>\n<\/p>\n
51<\/p>\n<\/p>\n
Section 7.10<\/p>\n<\/p>\n
Eligibility; Disqualification<\/p>\n<\/p>\n
51<\/p>\n<\/p>\n
Section 7.11<\/p>\n<\/p>\n
Preferential Collection of Claims Against Company.<\/p>\n<\/p>\n
51<\/p>\n<\/p>\n
ARTICLE 8<\/p>\n<\/p>\n
DISCHARGE OF INDENTURE<\/p>\n<\/p>\n
51<\/p>\n<\/p>\n
Section 8.01<\/p>\n<\/p>\n
Discharge of Liability on Securities<\/p>\n<\/p>\n
51<\/p>\n<\/p>\n
Section 8.02<\/p>\n<\/p>\n
Repayment to the Company<\/p>\n<\/p>\n
52<\/p>\n<\/p>\n
Section 8.03<\/p>\n<\/p>\n
Application of Trust Money<\/p>\n<\/p>\n
52<\/p>\n<\/p>\n<\/p>\n
ii<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n<\/p>\n
ARTICLE 9<\/p>\n<\/p>\n
AMENDMENTS<\/p>\n<\/p>\n
52<\/p>\n<\/p>\n
Section 9.01<\/p>\n<\/p>\n
Without Consent of Holders<\/p>\n<\/p>\n
52<\/p>\n<\/p>\n
Section 9.02<\/p>\n<\/p>\n
With Consent of Holders<\/p>\n<\/p>\n
53<\/p>\n<\/p>\n
Section 9.03<\/p>\n<\/p>\n
[Omitted.]<\/p>\n<\/p>\n
55<\/p>\n<\/p>\n
Section 9.04<\/p>\n<\/p>\n
Revocation and Effect of Consents, Waivers and Actions<\/p>\n<\/p>\n
55<\/p>\n<\/p>\n
Section 9.05<\/p>\n<\/p>\n
Notice of Amendments, Notation on or Exchange of Securities<\/p>\n<\/p>\n
55<\/p>\n<\/p>\n
Section 9.06<\/p>\n<\/p>\n
Trustee to Sign Supplemental Indenture<\/p>\n<\/p>\n
55<\/p>\n<\/p>\n
Section 9.07<\/p>\n<\/p>\n
Effect of Supplemental Indentures<\/p>\n<\/p>\n
55<\/p>\n<\/p>\n
ARTICLE 10<\/p>\n<\/p>\n
CONVERSIONS<\/p>\n<\/p>\n
55<\/p>\n<\/p>\n
Section 10.01<\/p>\n<\/p>\n
Conversion Privilege<\/p>\n<\/p>\n
55<\/p>\n<\/p>\n
Section 10.02<\/p>\n<\/p>\n
Conversion Procedure; Conversion Rate; Fractional Shares<\/p>\n<\/p>\n
61<\/p>\n<\/p>\n
Section 10.03<\/p>\n<\/p>\n
Payment Upon Conversion<\/p>\n<\/p>\n
62<\/p>\n<\/p>\n
Section 10.04<\/p>\n<\/p>\n
Adjustment of Conversion Rate<\/p>\n<\/p>\n
64<\/p>\n<\/p>\n
Section 10.05<\/p>\n<\/p>\n
Effect of Reclassification, Consolidation, Merger or Sale<\/p>\n<\/p>\n
72<\/p>\n<\/p>\n
Section 10.06<\/p>\n<\/p>\n
Taxes on Shares Issued<\/p>\n<\/p>\n
74<\/p>\n<\/p>\n
Section 10.07<\/p>\n<\/p>\n
Reservation of Shares, Shares to Be Fully Paid; Compliance
\nwith Governmental Requirements<\/p>\n<\/p>\n
74<\/p>\n<\/p>\n
Section 10.08<\/p>\n<\/p>\n
Responsibility of Trustee<\/p>\n<\/p>\n
75<\/p>\n<\/p>\n
Section 10.09<\/p>\n<\/p>\n
Notice to Holders Prior to Certain Actions<\/p>\n<\/p>\n
75<\/p>\n<\/p>\n
Section 10.10<\/p>\n<\/p>\n
Shareholder Rights Plan<\/p>\n<\/p>\n
76<\/p>\n<\/p>\n
Section 10.11<\/p>\n<\/p>\n
Unconditional Right of Holders to Convert<\/p>\n<\/p>\n
76<\/p>\n<\/p>\n
Section 10.12<\/p>\n<\/p>\n
Limitation on Adjustments<\/p>\n<\/p>\n
76<\/p>\n<\/p>\n
Section 10.13<\/p>\n<\/p>\n
Limitation on Issuance of Common Stock<\/p>\n<\/p>\n
77<\/p>\n<\/p>\n
ARTICLE 11<\/p>\n<\/p>\n
SUBORDINATION<\/p>\n<\/p>\n
78<\/p>\n<\/p>\n
Section 11.01<\/p>\n<\/p>\n
Agreement to Subordinate<\/p>\n<\/p>\n
78<\/p>\n<\/p>\n
Section 11.02<\/p>\n<\/p>\n
Liquidation; Dissolution; Bankruptcy<\/p>\n<\/p>\n
78<\/p>\n<\/p>\n
Section 11.03<\/p>\n<\/p>\n
Default on Senior Debt and\/or Designated Senior Debt<\/p>\n<\/p>\n
78<\/p>\n<\/p>\n
Section 11.04<\/p>\n<\/p>\n
Acceleration of Convertible Subordinated Notes<\/p>\n<\/p>\n
79<\/p>\n<\/p>\n
Section 11.05<\/p>\n<\/p>\n
When Distribution Must Be Paid Over<\/p>\n<\/p>\n
80<\/p>\n<\/p>\n
Section 11.06<\/p>\n<\/p>\n
Notice to Trustee<\/p>\n<\/p>\n
80<\/p>\n<\/p>\n
Section 11.07<\/p>\n<\/p>\n
Subrogation<\/p>\n<\/p>\n
81<\/p>\n<\/p>\n
Section 11.08<\/p>\n<\/p>\n
Relative Rights<\/p>\n<\/p>\n
81<\/p>\n<\/p>\n
Section 11.09<\/p>\n<\/p>\n
Subordination May Not Be Impaired by Company.<\/p>\n<\/p>\n
81<\/p>\n<\/p>\n
Section 11.10<\/p>\n<\/p>\n
Distribution or Notice to Representative<\/p>\n<\/p>\n
81<\/p>\n<\/p>\n
Section 11.11<\/p>\n<\/p>\n
Rights of Trustee and Paying Agent<\/p>\n<\/p>\n
82<\/p>\n<\/p>\n
Section 11.12<\/p>\n<\/p>\n
Authorization to Effect Subordination<\/p>\n<\/p>\n
82<\/p>\n<\/p>\n
Section 11.13<\/p>\n<\/p>\n
Article Applicable to Paying Agents<\/p>\n<\/p>\n
82<\/p>\n<\/p>\n
Section 11.14<\/p>\n<\/p>\n
Senior Debt Entitled to Rely<\/p>\n<\/p>\n
83<\/p>\n<\/p>\n
Section 11.15<\/p>\n<\/p>\n
Permitted Payments<\/p>\n<\/p>\n
83<\/p>\n<\/p>\n
Section 11.16<\/p>\n<\/p>\n
Trustee Not Fiduciary for Holders of Senior Indebtedness<\/p>\n<\/p>\n
83<\/p>\n<\/p>\n
ARTICLE 12<\/p>\n<\/p>\n
OMITTED<\/p>\n<\/p>\n
83<\/p>\n<\/p>\n
ARTICLE 13<\/p>\n<\/p>\n
MISCELLANEOUS<\/p>\n<\/p>\n
83<\/p>\n<\/p>\n
Section 13.01<\/p>\n<\/p>\n
[Omitted.]<\/p>\n<\/p>\n
83<\/p>\n<\/p>\n<\/p>\n
iii<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n<\/p>\n
Section 13.02<\/p>\n<\/p>\n
Notices<\/p>\n<\/p>\n
83<\/p>\n<\/p>\n
Section 13.03<\/p>\n<\/p>\n
Communication by Holders with Other Holders<\/p>\n<\/p>\n
85<\/p>\n<\/p>\n
Section 13.04<\/p>\n<\/p>\n
Certificate and Opinion as to Conditions Precedent<\/p>\n<\/p>\n
85<\/p>\n<\/p>\n
Section 13.05<\/p>\n<\/p>\n
Statements Required in Certificate or Opinion<\/p>\n<\/p>\n
85<\/p>\n<\/p>\n
Section 13.06<\/p>\n<\/p>\n
Separability Clause<\/p>\n<\/p>\n
86<\/p>\n<\/p>\n
Section 13.07<\/p>\n<\/p>\n
Rules by Trustee, Paying Agent, Conversion Agent and Registrar<\/p>\n<\/p>\n
86<\/p>\n<\/p>\n
Section 13.08<\/p>\n<\/p>\n
Legal Holidays<\/p>\n<\/p>\n
86<\/p>\n<\/p>\n
Section 13.09<\/p>\n<\/p>\n
Governing Law<\/p>\n<\/p>\n
86<\/p>\n<\/p>\n
Section 13.10<\/p>\n<\/p>\n
No Recourse Against Others<\/p>\n<\/p>\n
86<\/p>\n<\/p>\n
Section 13.11<\/p>\n<\/p>\n
Successors<\/p>\n<\/p>\n
86<\/p>\n<\/p>\n
Section 13.12<\/p>\n<\/p>\n
Multiple Originals<\/p>\n<\/p>\n
86<\/p>\n<\/p>\n
Section 13.13<\/p>\n<\/p>\n
Force Majeure<\/p>\n<\/p>\n
86<\/p>\n<\/p>\n
Section 13.14<\/p>\n<\/p>\n
Waiver of Jury Trial.<\/p>\n<\/p>\n
87<\/p>\n<\/p>\n<\/p>\n
EXHIBIT A<\/p>\n<\/p>\n
Form of Global Security<\/p>\n<\/p>\n
EXHIBIT B<\/p>\n<\/p>\n
Form of Certificated Security<\/p>\n<\/p>\n
EXHIBIT C<\/p>\n<\/p>\n
Form of Notice of Redemption<\/p>\n<\/p>\n
EXHIBIT D<\/p>\n<\/p>\n
Form of Notice of Repurchase<\/p>\n<\/p>\n
EXHIBIT E<\/p>\n<\/p>\n
Notice of Occurrence of Fundamental Change
\nSCHEDULE I<\/p>\n<\/p>\n
Number of Additional Shares<\/p>\n<\/p>\n
SCHEDULE II<\/p>\n<\/p>\n
Accreted Principal<\/p>\n<\/p>\n<\/p>\n<\/p>\n
iv<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n<\/p>\n
INDENTURE dated as of March 1, 2011 between School Specialty, Inc., a
\nWisconsin corporation (“Company<\/em>“), and The Bank of New York Mellon
\nTrust Company, N.A., a national banking association (“Trustee<\/em>“).<\/p>\n<\/p>\nEach party agrees as follows for the benefit of the other party and for the
\nequal and ratable benefit of the Holders of the Company153s 3.75% Convertible
\nSubordinated Debentures due 2026:<\/p>\n<\/p>\n
ARTICLE 1 <\/strong><\/p>\nDEFINITIONS AND INCORPORATION BY REFERENCE<\/strong>\n<\/p>\n\n
Section 1.01<\/p>\n<\/p>\n
Definitions.<\/em><\/p>\n<\/p>\n“Accreted Principal Amount<\/em>” means the principal amount of any
\nSecurity (including the Original Principal Amount) including the principal
\naccreted thereon pursuant to Section 2.14.<\/p>\n<\/p>\n“Affiliate<\/em>” of any specified person means any other person directly
\nor indirectly controlling or controlled by or under direct or indirect common
\ncontrol 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,” “controlled” and “under
\ncommon control with” have meanings correlative to the foregoing.<\/p>\n<\/p>\n“Applicable Procedures<\/em>” means, with respect to any transfer or
\ntransaction involving a Global Security or beneficial interest therein, the
\nrules and procedures of the Depositary for such Security, in each case to the
\nextent applicable to such transaction and as in effect from time to time.<\/p>\n<\/p>\n“Bid Solicitation Agent<\/em>” means the agent of the Company appointed to
\nobtain quotations for the Securities as set forth under the definition of
\nTrading Price, which agent shall at no time be an Affiliate of the Company. The
\nCompany may, from time to time, appoint or change the Bid Solicitation Agent.\n<\/p>\n<\/p>\n“Board of Directors<\/em>” means either the board of directors of the
\nCompany or any duly authorized committee of such board.<\/p>\n<\/p>\n“Board Resolution<\/em>” means a resolution of the Board of Directors.<\/p>\n<\/p>\n“Business Day<\/em>” means any day, other than a Saturday or Sunday, that
\nis neither a legal holiday nor a day on which commercial banks are authorized or
\nrequired by law, regulation or executive order to close in The City of New York.\n<\/p>\n<\/p>\n“Capital Stock<\/em>” for any corporation means any and all shares,
\ninterests, rights to purchase, warrants, options, participations or other
\nequivalents of or interests in (however designated) stock issued by that
\ncorporation.<\/p>\n<\/p>\n<\/p>\n1<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n<\/p>\n
“Certificated Securities<\/em>” means Securities that are in the form of
\nthe Securities attached hereto as Exhibit B.<\/p>\n<\/p>\n“Change of Control<\/em>” means the occurrence at such time after the
\noriginal issuance of the Securities when any of the following has occurred:<\/p>\n<\/p>\n(i)<\/p>\n<\/p>\n
a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange
\nAct files a Schedule 13D, a Schedule TO or any schedule, form or report under
\nthe Exchange Act disclosing, or the Company otherwise becomes aware, that such
\nperson or group has become the direct or indirect “beneficial owner,” as defined
\nin Rule 13d-3 under the Exchange Act, of shares of Common Stock representing
\nmore than 50% of the Voting Stock; or<\/p>\n<\/p>\n
(ii)<\/p>\n<\/p>\n
a consolidation, merger or binding share exchange, or any conveyance,
\ntransfer, sale, lease or other disposition of all or substantially all of the
\nCompany153s properties and assets to another Person, other than:<\/p>\n<\/p>\n
(a)<\/p>\n<\/p>\n
any transaction (i) that does not result in any reclassification, conversion,
\nexchange or cancellation of Capital Stock and (ii) pursuant to which holders of
\nthe Company153s Capital Stock immediately prior to such transaction have the
\nentitlement to exercise, directly or indirectly, 50% or more of the total Voting
\nStock of the continuing or surviving or successor Person immediately after
\ngiving effect to such issuance; or<\/p>\n<\/p>\n
(b)<\/p>\n<\/p>\n
any merger, share exchange, transfer of assets or similar transaction solely
\nfor the purpose of changing the Company153s jurisdiction of incorporation and
\nresulting in a reclassification, conversion or exchange of outstanding shares of
\nCommon Stock, if at all, solely into shares of common stock, ordinary shares or
\nAmerican Depositary Shares of the surviving entity or a direct or indirect
\nparent of the surviving entity; or<\/p>\n<\/p>\n
(c)<\/p>\n<\/p>\n
any merger, consolidation, conveyance, transfer, sale, lease or other
\ndisposition with or into a Subsidiary, so long as such merger, consolidation,
\nconveyance, transfer, sale, lease or other disposition is not part of a plan or
\na series of transactions designed to or having the effect of merging,
\nconsolidating with or conveying, transferring, selling, leasing or otherwise
\ndisposing of all or substantially all the Company153s properties and assets to,
\nany other Person.<\/p>\n<\/p>\n
The term “person” for this definition of “Change of Control” includes any
\nsyndicate or group that would be deemed to be a “person” under Section 13(d)(3)
\nof the Exchange Act.<\/p>\n<\/p>\n
“close of business<\/em>” means 5:00 p.m. (New York City time).<\/p>\n<\/p>\n“Closing Date<\/em>” means March 1, 2011.<\/p>\n<\/p>\n“Code<\/em>” means the Internal Revenue Code of 1986, as amended from time
\nto time.<\/p>\n<\/p>\n<\/p>\n2<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n<\/p>\n
“Common Stock<\/em>” means the common stock, par value $0.001 per share,
\nof the Company existing on the date of this Indenture or any other shares of
\nCapital Stock of the Company into which such Common Stock shall be reclassified
\nor changed, including, subject to Section 10.05 below, in the event of a merger,
\nconsolidation or other similar transaction involving the Company that is
\notherwise permitted hereunder in which the Company is not the surviving Person,
\nthe common stock of such surviving corporation.<\/p>\n<\/p>\n“Company<\/em>” means the party named as the “Company” in the preamble of
\nthis Indenture until a successor replaces it pursuant to the applicable
\nprovisions of this Indenture and, thereafter, shall mean such successor. The
\nforegoing sentence shall likewise apply to any subsequent such successor or
\nsuccessors.<\/p>\n<\/p>\n“Company Notice<\/em>” means a notice to Holders delivered pursuant to
\nSection 3.07 or Section 3.08.<\/p>\n<\/p>\n“Company Request<\/em>” or “Company Order<\/em>” means a written
\nrequest or order signed in the name of the Company by any Officer.<\/p>\n<\/p>\n“Conversion Price<\/em>” as of any date means $1,000 divided by the
\nConversion Rate as of such date.<\/p>\n<\/p>\n“Conversion Settlement Date<\/em>” means (A) with respect to the
\nConversion Settlement Distribution (other than any Additional Shares which may
\nbe issuable pursuant to Section 10.01(c)), the third Business Day immediately
\nfollowing the last day of the Cash Settlement Averaging Period, and (B) with
\nrespect to any Additional Shares which may be issuable, the later of (i) the
\nfifth Business Day following the effective date of any Change of Control
\ntransaction and (ii) the third Business Day immediately following the Cash
\nSettlement Averaging Period.<\/p>\n<\/p>\n“Corporate Trust Office<\/em>” means the designated office of the Trustee
\nat which at any time its corporate trust business shall be principally
\nadministered, which office at the date hereof is located at 2 N. LaSalle Street,
\nSuite 1020, Chicago, Illinois 60602, Attention: Corporate Trust Administration,
\nor such other address as the Trustee may designate from time to time by notice
\nto the Holders and the Company, or the principal corporate trust office of any
\nsuccessor Trustee (or such other address as a successor Trustee may designate
\nfrom time to time by notice to the Holders and the Company).<\/p>\n<\/p>\n“Current Market Price<\/em>” of the Common Stock on any day means the
\naverage of the Last Reported Sale Price per share of the Common Stock for each
\nof the ten consecutive Trading Days ending on the earlier of the day in question
\nand the Trading Day before the “Ex-Dividend Date” with respect to the issuance
\nor distribution requiring such computation, subject to adjustment by the Board
\nof Directors if another transaction requiring an adjustment to the Conversion
\nRate pursuant to Section 10.04 occurs during such ten day period.<\/p>\n<\/p>\n“Default<\/em>” means any event that is, or after notice or passage of
\ntime, would be, an Event of Default.<\/p>\n<\/p>\n“Designated Senior Debt<\/em>” means (i) the Senior Bank Credit Facility
\nand (ii) any particular Senior Debt which has at the time of the giving of the
\nPayment Blockage Notice an<\/p>\n<\/p>\n<\/p>\n3<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n<\/p>\n
aggregate outstanding principal amount in excess of $25 million, if the
\ninstrument creating or evidencing the same or the assumption or guarantee
\nthereof (or related agreements or documents to which the Company is a party)
\nexpressly provides that such indebtedness shall be “Designated Senior Debt” for
\npurposes of the Indenture (provided that such instrument, agreement or other
\ndocument may place limitations and conditions on the right of such Senior Debt
\nto exercise the rights of Designated Senior Debt).<\/p>\n<\/p>\n
“DTC<\/em>” means The Depository Trust Company.<\/p>\n<\/p>\n“Ex-Dividend Date<\/em>” means the first date upon which a sale of the
\nCommon Stock does not automatically transfer the right to receive the relevant
\ndividend or distribution from the seller of the Common Stock, regular way on the
\nrelevant exchange or in the relevant market for the Common Stock, to its buyer.\n<\/p>\n<\/p>\n“Exchange Act<\/em>” means the Securities Exchange Act of 1934, as
\namended, and the rules and regulations of the SEC promulgated thereunder.<\/p>\n<\/p>\n“Fair Market Value<\/em>” or “fair market value<\/em>” means the amount
\nwhich a willing buyer would pay a willing seller in an arm153s-length transaction.\n<\/p>\n<\/p>\n“Fundamental Change<\/em>” means either a Change of Control or a
\nTermination of Trading.<\/p>\n<\/p>\n“GAAP<\/em>” means generally accepted accounting principles set forth in
\nthe opinions and pronouncements of the Accounting Principles Board of the
\nAmerican Institute of Certified Public Accountants and statements and
\npronouncements of the Financial Accounting Standards Board, which are in effect
\nfrom time to time.<\/p>\n<\/p>\n“Global Securities<\/em>” means Securities that are in the form of the
\nSecurities attached hereto as Exhibit A, and that are registered in the register
\nof Securities in the name of a Depositary or a nominee thereof.<\/p>\n<\/p>\n“Holder<\/em>” or “Securityholder<\/em>” means a person in whose name a
\nSecurity is registered on the Registrar153s books.<\/p>\n<\/p>\n“Indebtedness<\/em>” means, with respect to any person, all obligations,
\nwhether or not contingent, of such person:<\/p>\n<\/p>\n(i)<\/p>\n<\/p>\n
(a)<\/p>\n<\/p>\n
for borrowed money (including, but not limited to, any indebtedness secured
\nby a security interest, mortgage or other lien on its assets that is given to
\nsecure all or part of the purchase price of property subject thereto, whether
\ngiven to the vendor of such property or to another, or existing on property at
\nthe time of acquisition thereof),<\/p>\n<\/p>\n
(b)<\/p>\n<\/p>\n
evidenced by a note, debenture, bond or other written instrument,<\/p>\n<\/p>\n<\/p>\n
4<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n<\/p>\n
(c)<\/p>\n<\/p>\n
under a lease required to be capitalized on the balance sheet of the lessee
\nunder GAAP or under any lease or related document (including a purchase
\nagreement) that provides that the Company is contractually obligated to purchase
\nor cause a third party to purchase and thereby guarantee a minimum residual
\nvalue of the lease property to the lessor and its obligations under such lease
\nor related document to purchase or to cause a third party to purchase such
\nleased property,<\/p>\n<\/p>\n
(d)<\/p>\n<\/p>\n
in respect of letters of credit, bank guarantees or bankers153 acceptances
\n(including reimbursement obligations with respect to any of the foregoing),<\/p>\n<\/p>\n
(e)<\/p>\n<\/p>\n
with respect to indebtedness secured by a mortgage, pledge, lien,
\nencumbrance, charge or adverse claim affecting title or resulting in an
\nencumbrance to which the property or assets of such Person are subject, whether
\nor not the obligation secured thereby shall have been assumed by or shall
\notherwise be such Person153s legal liability,<\/p>\n<\/p>\n
(f)<\/p>\n<\/p>\n
in respect of the balance of deferred and unpaid purchase price of any
\nproperty or assets,<\/p>\n<\/p>\n
(g)<\/p>\n<\/p>\n
under interest rate or currency swap agreements, cap, floor and collar
\nagreements, spot and forward contracts and similar agreements and arrangements;\n<\/p>\n<\/p>\n
(ii)<\/p>\n<\/p>\n
with respect to any obligation of others of the type described in the
\npreceding clause (i) or under clause (iii) below assumed by or guaranteed in any
\nmanner by such person or in effect guaranteed by such Person through an
\nagreement to purchase (including, without limitation, “take or pay” and similar
\narrangements), contingent or otherwise (and the obligations of such Person under
\nany such assumptions, guarantees or other such arrangements); and<\/p>\n<\/p>\n
(iii)<\/p>\n<\/p>\n
any and all deferrals, renewals, extensions, refinancings and refundings of,
\nor amendments, modifications or supplements to, any of the foregoing.<\/p>\n<\/p>\n
“Indenture<\/em>” means this Indenture, as amended or supplemented from
\ntime to time in accordance with the terms hereof.<\/p>\n<\/p>\n“Indirect Participant”<\/em> means a Person who holds a beneficial
\ninterest in a Global Note through a Participant.<\/p>\n<\/p>\n“Interest<\/em>” means interest payable on the Original Principal Amount
\nof Securities pursuant to Section 1 of the Securities.<\/p>\n<\/p>\n“Interest Payment Date<\/em>” means May 30 and November 30 of each year,
\ncommencing May 30, 2011.<\/p>\n<\/p>\n“Interest Record Date<\/em>” means May 15 and November 15 of each year.\n<\/p>\n<\/p>\n“Issue Date<\/em>” of any Security means the date on which the Security
\nwas originally issued or deemed issued as set forth on the face of the Security.\n<\/p>\n<\/p>\n<\/p>\n5<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n<\/p>\n
“Last Reported Sale Price<\/em>” means, with respect to any security on
\nany date, the closing sale price (or if no closing sale price is reported, the
\naverage of the bid and asked prices or, if more than one in either case, the
\naverage of the average bid and the average asked prices) on that date as
\nreported by the Nasdaq Global Select Market or, if such security is not reported
\nby the Nasdaq Global Select Market, in composite transactions for the principal
\nU.S. national or regional securities exchange on which such security is traded.
\nThe closing sale price will be determined without reference to after-hours or
\nextended market trading. If the such security is not listed for trading on a
\nU.S. national or regional securities exchange and not reported by the Nasdaq
\nGlobal Select Market on the relevant date, the “Last Reported Sale Price” shall
\nbe the last quoted bid price for such security in the over-the-counter market on
\nthe relevant date as reported by the National Quotation Bureau Incorporated or
\nsimilar organization. If such security is not so quoted, the “Last Reported Sale
\nPrice” shall be the average of the midpoint of the last bid and ask prices for
\nsuch security on the relevant date from each of at least three independent
\nnationally recognized investment banking firms selected by the Company for this
\npurpose (or if prices are not available from three such firms, from two such
\nfirms or, if prices are not available from two such firms, from one such firm).\n<\/p>\n<\/p>\n“Officer<\/em>” means the Chief Executive Officer, the President, the
\nChief Financial Officer, any Vice President, the Treasurer, the Controller, the
\nChief Accounting Officer, the Secretary or any Assistant Secretary of the
\nCompany.<\/p>\n<\/p>\n“Officer153s Certificate<\/em>” means a written certificate containing the
\ninformation specified in Sections 13.04 and 13.05, signed in the name of the
\nCompany by any Officer, and delivered to the Trustee. An Officer153s Certificate
\ngiven pursuant to Section 4.03 shall be signed by the principal executive
\nofficer, principal financial officer or principal accounting officer of the
\nCompany but need not contain the information specified in Sections 13.04 and
\n13.05.<\/p>\n<\/p>\n“Opinion of Counsel<\/em>” means a written opinion reasonably acceptable
\nto the Trustee from legal counsel; provided<\/em>, that in the case of an
\nopinion delivered on behalf of the Company, such written opinion shall contain
\nthe information specified in Sections 13.04 and 13.05. The counsel may be an
\nemployee of, or counsel to, the Company.<\/p>\n<\/p>\n“Original Issue Discount<\/em>” means the amount of ordinary interest
\nincome on a Security that must be accrued as original issue discount for U.S.
\nfederal income tax purposes pursuant to Treasury regulations Section 1.1275-4.\n<\/p>\n<\/p>\n“Original Principal Amount<\/em>” means (a) with respect to the Securities
\nissued on the Closing Date, $100,000,000 and (b) with respect to Additional
\nSecurities, if any, the principal amount of such Additional Securities on their
\ndate of issuance.<\/p>\n<\/p>\n“Participant”<\/em> means, with respect to the Depositary, a Person who
\nhas an account with the Depositary.<\/p>\n<\/p>\n“Person<\/em>” means any individual, corporation, partnership, joint
\nventure, trust, estate, unincorporated organization, limited liability company
\nor government or any agency or political subdivision thereof. The term “Person”
\nincludes any syndicate or group that would be deemed to be a “Person” under
\nSection 13(d)(3) of the Exchange Act.<\/p>\n<\/p>\n<\/p>\n6<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n<\/p>\n
“Redemption Date<\/em>” means the date specified in a notice of redemption
\non which the Securities may be redeemed in accordance with the terms of the
\nSecurities and this Indenture.<\/p>\n<\/p>\n“Representative<\/em>” means (a) the indenture trustee or other trustee,
\nagent or representative for any Senior Debt or (b) with respect to any Senior
\nDebt that does not have any such trustee, agent or other representative, (i) in
\nthe case of such Senior Debt issued pursuant to an agreement providing for
\nvoting arrangements as among the holders or owners of such Senior Debt, any
\nholder or owner of such Senior Debt acting with the consent of the required
\npersons necessary to bind such holders or owners of such Senior Debt and (ii) in
\nthe case of all other such Senior Debt, the holder or owner of such Senior Debt.\n<\/p>\n<\/p>\n“Responsible Officer<\/em>” means, when used with respect to the Trustee,
\nany officer of the Trustee within the corporate trust department of the Trustee,
\nincluding any vice president, assistant vice president, assistant secretary,
\nsenior associate, associate, trust officer or any other officer of the Trustee
\nwho customarily performs functions similar to those performed by the Persons who
\nat the time shall be such officers, respectively, or to whom any corporate trust
\nmatter is referred because of such person153s knowledge of and familiarity with
\nthe particular subject and who shall have direct responsibility for the
\nadministration of this Indenture.<\/p>\n<\/p>\n“Restricted Certificated Security<\/em>” means a Certificated Security
\nthat is subject to resale restrictions pursuant to the Securities Act.<\/p>\n<\/p>\n“Restricted Global Security<\/em>” means a Global Security that is subject
\nto resale restrictions pursuant to the Securities Act.<\/p>\n<\/p>\n“Restricted Security<\/em>” means a Restricted Certificated Security and a
\nRestricted Global Security.<\/p>\n<\/p>\n“SEC<\/em>” means the Securities and Exchange Commission.<\/p>\n<\/p>\n“Securities Act<\/em>” means the Securities Act of 1933, as amended, and
\nthe rules and regulations of the SEC promulgated thereunder.<\/p>\n<\/p>\n“Security<\/em>” means any of the Company153s 3.75% Convertible Subordinated
\nDebentures Due 2026, as amended or supplemented from time to time, issued under
\nthis Indenture (including pursuant to Section 2.16).<\/p>\n<\/p>\n“Securityholder<\/em>” or “Holder<\/em>” means a person in whose name a
\nSecurity is registered on the Registrar153s books.<\/p>\n<\/p>\n“Senior Bank Credit Facility<\/em>” means the Credit Agreement dated as of
\nApril 23, 2010 and as amended among the Company, as borrower, certain of its
\nsubsidiaries, as guarantors, the lenders identified therein, and Bank of
\nAmerica, N.A., as administrative agent, including any deferrals, renewals,
\nextensions, replacements, refinancings or refundings thereof, or amendments,
\nmodifications or supplements thereto and any agreement providing therefor
\nwhether by or with the same or any other lender, creditor, group of lenders or
\ngroup of creditors and including the related notes, guarantee agreements and
\nother instruments and agreements executed in connection therewith.<\/p>\n<\/p>\n<\/p>\n7<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n<\/p>\n
“Senior Debt<\/em>” means the principal of, premium, if any, and interest
\non, rent under, and any other amounts payable on or in or in respect of any of
\nthe Company153s Indebtedness (including, without limitation, any obligations in
\nrespect of such Indebtedness and any interest accruing after the filing of a
\npetition by or against the Company under any bankruptcy law, whether or not
\nallowed as a claim after such filing in any proceeding under such bankruptcy
\nlaw), whether outstanding on the date of this Indenture or thereafter created,
\nincurred, assumed, guaranteed or in effect guaranteed by the Company (including
\nall deferrals, renewals, extensions, refinancings or refundings of, or
\namendments, modifications or supplements to the foregoing). However, Senior Debt
\ndoes not include:<\/p>\n<\/p>\n(1)<\/p>\n<\/p>\n
Indebtedness evidenced by the Securities,<\/p>\n<\/p>\n
(2)<\/p>\n<\/p>\n
the Company153s 3.75% Convertible Subordinated Debentures due 2026 issued under
\nthe Indenture dated as of November 22, 2006, between the Company and The Bank of
\nNew York Mellon Trust Company, N.A.,<\/p>\n<\/p>\n
(3)<\/p>\n<\/p>\n
any liability for federal, state, local or other taxes owed or owing by the
\nCompany,<\/p>\n<\/p>\n
(4)<\/p>\n<\/p>\n
the Company153s Indebtedness to any of its subsidiaries except to the extent
\nsuch Indebtedness is a type described in clause (ii) of the definition of
\nIndebtedness,<\/p>\n<\/p>\n
(5)<\/p>\n<\/p>\n
the Company153s trade payables for goods, services or materials purchased in
\nthe ordinary course of business (other than, to the extent they may otherwise
\nconstitute such trade payables, any obligations of the type described in clause
\n(ii) of the definition of Indebtedness), and<\/p>\n<\/p>\n
(6)<\/p>\n<\/p>\n
any particular Indebtedness in which the instrument creating or evidencing
\nthe same expressly provides that such Indebtedness shall not be senior in right
\nof payment to, or is pari passu with, or is subordinated or junior to, the
\nSecurities.<\/p>\n<\/p>\n
“Significant Subsidiary<\/em>” means any subsidiary of the Company that is
\na significant subsidiary at any determination date pursuant to Regulation S-X,
\nRule 1-02(w)(1) or (2).<\/p>\n<\/p>\n“Stated Maturity<\/em>” when used with respect to any Security, means
\nNovember 30, 2026.<\/p>\n<\/p>\n“Stock Price<\/em>” means the price per share of Common Stock paid in
\nconnection with a Change of Control transaction pursuant to which Additional
\nShares are issuable as set forth in Section 10.01(c) hereof, which shall be
\nequal to (i) if Holders of Common Stock receive only cash in such Change of
\nControl transaction, the cash amount paid per share of Common Stock and (ii) in
\nall other cases, the average of the Last Reported Sale Prices of the Common
\nStock on the five Trading Days prior to, but not including, the effective date
\nof such Change of Control transaction.<\/p>\n<\/p>\n“Subsidiary<\/em>” means any person of which at least a majority of the
\noutstanding Voting Stock shall at the time directly or indirectly be owned or
\ncontrolled by the Company or by one or more Subsidiaries or by the Company and
\none or more Subsidiaries.<\/p>\n<\/p>\n<\/p>\n8<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n<\/p>\n
“Termination of Trading<\/em>” means the occurrence, at any time, of the
\nCommon Stock of the Company (or other common stock into which the Securities are
\nthen convertible) being neither listed for trading on a U.S. national securities
\nexchange nor approved for trading on The Nasdaq Global Select Market.<\/p>\n<\/p>\n“TIA<\/em>” means the Trust Indenture Act of 1939 as in effect on the date
\nof this Indenture, provided<\/em>, however<\/em>, that in the event the
\nTIA is amended after such date, TIA means, to the extent required by any such
\namendment, the TIA as so amended.<\/p>\n<\/p>\n“Trading Day<\/em>” means a day during which trading in securities
\ngenerally occurs on The Nasdaq Global Select Market or, if the Common Stock is
\nnot quoted on The Nasdaq Global Select Market, then a day during which trading
\nin securities generally occurs on the principal U.S. securities exchange on
\nwhich the Common Stock is then listed or, if the Common Stock is not quoted on
\nThe Nasdaq Global Select Market or listed on a U.S. national or regional
\nsecurities exchange, then on the other principal market on which the Common
\nStock is then traded or quoted.<\/p>\n<\/p>\n“Trading Price<\/em>” of the Securities on any date of determination means
\nthe average of the secondary market bid quotations per $1,000 Original Principal
\nAmount of the Securities obtained by the Bid Solicitation Agent for $5,000,000
\naggregate Original Principal Amount of the Securities at approximately 3:30
\np.m., New York City time, on such determination date from three independent
\nnationally recognized securities dealers the Company selects, provided
\nthat<\/em> if three such bids cannot reasonably be obtained by the Bid
\nSolicitation Agent, but two such bids are obtained, then the average of the two
\nbids shall be used, and if only one such bid can reasonably be obtained by the
\nBid Solicitation Agent, that one bid shall be used. If the Bid Solicitation
\nAgent cannot reasonably obtain at least one bid for $5,000,000 aggregate
\nOriginal Principal Amount of the Securities from a nationally recognized
\nsecurities dealer, or in the Company153s reasonable judgment, the bid quotations
\nare not indicative of the secondary market value of $1,000 Original Principal
\nAmount of the Securities, then for purposes of determining whether the condition
\nto conversion of the Securities set forth in Section 10.01(a)(2) has been
\nsatisfied, the Trading Price of the Securities will be deemed to be less than
\n98% of the product of the Closing Price of the Common Stock and the Conversion
\nRate on such date.<\/p>\n<\/p>\n“Treasury regulations<\/em>” means the U.S. federal income tax
\nregulations, including temporary regulations, promulgated under the Code, as
\nthose regulations may be amended from time to time. Any reference herein to a
\nspecific Section of the Treasury regulations shall include any corresponding
\nprovisions of succeeding, similar, substitute, proposed or final Treasury
\nregulations.<\/p>\n<\/p>\n“Trustee<\/em>” means the party named as the “Trustee” in the preamble of
\nthis Indenture unless and until a successor replaces it pursuant to the
\napplicable provisions of this Indenture and, thereafter, shall mean such
\nsuccessor. The foregoing sentence shall likewise apply to any subsequent such
\nsuccessor or successors.<\/p>\n<\/p>\n<\/p>\n9<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n<\/p>\n
“Unrestricted Certificated Security<\/em>” means a Certificated Security
\nthat is not subject to resale restrictions pursuant to the Securities Act .<\/p>\n<\/p>\n“Unrestricted Global Security<\/em>” means a Global Security that is not
\nsubject to resale restrictions pursuant to the Securities Act.<\/p>\n<\/p>\n“Unrestricted Security<\/em>” means an Unrestricted Certificated Security
\nor an Unrestricted Global Security.<\/p>\n<\/p>\n“Voting Stock<\/em>” of a Person means Capital Stock of such Person of the
\nclass or classes pursuant to which the holders thereof have the general voting
\npower under ordinary circumstances to elect at least a majority of the board of
\ndirectors, managers or trustees of such Person (irrespective of whether or not
\nat the time Capital Stock of any other class or classes shall have or might have
\nvoting power by reason of the happening of any contingency).<\/p>\n<\/p>\nSection 1.02<\/p>\n<\/p>\n
Other Definitions.<\/em><\/p>\n<\/p>\n<\/p>\n\n\n\n| <\/td>\n | <\/td>\n<\/tr>\n |
\n| \n Terms:<\/strong><\/p>\n<\/td>\n| \n Defined in Section<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| \n “Act”<\/p>\n<\/td>\n | \n 1.05(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Acquisition Value”<\/p>\n<\/td>\n | \n 10.01(d)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Additional Securities”<\/p>\n<\/td>\n | \n 2.16<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Additional Shares<\/p>\n<\/td>\n | \n 10.01(c)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Adjustment Event”<\/p>\n<\/td>\n | \n 10.04(j)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Agent Members”<\/p>\n<\/td>\n | \n 2.12(v)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Bankruptcy Law”<\/p>\n<\/td>\n | \n 6.01(i)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “cash”<\/p>\n<\/td>\n | \n 3.01<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Cash Settlement Averaging Period”<\/p>\n<\/td>\n | \n 10.03(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Cash Percentage”<\/p>\n<\/td>\n | \n 10.03(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Conversion Agent”<\/p>\n<\/td>\n | \n 2.03<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Conversion Date”<\/p>\n<\/td>\n | \n 10.02(c)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Conversion Notice”<\/p>\n<\/td>\n | \n 10.02(b)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Conversion Obligation”<\/p>\n<\/td>\n | \n 10.01(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Conversion Rate”<\/p>\n<\/td>\n | \n 10.02(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Conversion Settlement Distribution”<\/p>\n<\/td>\n | \n 10.03(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Daily Accreted Amount”<\/p>\n<\/td>\n | \n 10.03(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Daily Conversion Value”<\/p>\n<\/td>\n | \n 10.03(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Daily Settlement Amount”<\/p>\n<\/td>\n | \n 10.03(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Daily Share Amount”<\/p>\n<\/td>\n | \n 10.03(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “daily VWAP”<\/p>\n<\/td>\n | \n 10.03(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Depositary”<\/p>\n<\/td>\n | \n 2.01(b)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Determination Date”<\/p>\n<\/td>\n | \n 10.04(j)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Distributed Assets”<\/p>\n<\/td>\n | \n 10.04(d)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “effective date”<\/p>\n<\/td>\n | \n 10.01(c)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Event of Default”<\/p>\n<\/td>\n | \n 6.01<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Exchange Property”<\/p>\n<\/td>\n | \n 10.01(b)(2)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Expiration Time”<\/p>\n<\/td>\n | \n 10.04(f)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Extraordinary Cash Dividend”<\/p>\n<\/td>\n | \n 10.04(e)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n 10<\/p>\n \n <\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n “Fiscal Quarter”<\/p>\n<\/td>\n | \n 10.01(a)(1)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Fundamental Change Repurchase Date”<\/p>\n<\/td>\n | \n 3.08(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Fundamental Change Repurchase Notice”<\/p>\n<\/td>\n | \n 3.08(c)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Fundamental Change Repurchase Price”<\/p>\n<\/td>\n | \n 3.08(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Holder Excess Shares”<\/p>\n<\/td>\n | \n 10.13(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Indenture Shares”<\/p>\n<\/td>\n | \n 10.13(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “legal holiday”<\/p>\n<\/td>\n | \n 13.08<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Maximum Shares”<\/p>\n<\/td>\n | \n 10.13.(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Measurement Period”<\/p>\n<\/td>\n | \n 10.01(a)(2)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Notice of Default”<\/p>\n<\/td>\n | \n 6.01(i)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Paying Agent”<\/p>\n<\/td>\n | \n 2.03<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Payment Blockage Notice”<\/p>\n<\/td>\n | \n 11.03(b)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Payment Blockage Period”<\/p>\n<\/td>\n | \n 11.03(b)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Public Acquirer Change of Control<\/p>\n<\/td>\n | \n 10.01(d)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Public Acquirer Common Stock”<\/p>\n<\/td>\n | \n 10.01(d)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Purchased Shares”<\/p>\n<\/td>\n | \n 10.04(f)(i)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Redemption Price”<\/p>\n<\/td>\n | \n 3.01<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Registrar”<\/p>\n<\/td>\n | \n 2.03<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Repurchase Date”<\/p>\n<\/td>\n | \n 3.07(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Repurchase Notice”<\/p>\n<\/td>\n | \n 3.07(b)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Repurchase Price”<\/p>\n<\/td>\n | \n 3.07(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Residual Amount”<\/p>\n<\/td>\n | \n 10.03(a)(ii)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “successor Person”<\/p>\n<\/td>\n | \n 5.01(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Transfer Restriction Legend”<\/p>\n<\/td>\n | \n 2.12<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Trigger Event”<\/p>\n<\/td>\n | \n 10.04(d)<\/a><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\nSection 1.03<\/p>\n<\/p>\n [Omitted.]<\/em><\/p>\n<\/p>\nSection 1.04<\/p>\n<\/p>\n Rules of Construction.<\/em><\/p>\n<\/p>\nUnless the context otherwise requires:<\/p>\n<\/p>\n (i)<\/p>\n<\/p>\n a term has the meaning assigned to it;<\/p>\n<\/p>\n (ii)<\/p>\n<\/p>\n an accounting term not otherwise defined has the meaning assigned to it in
\naccordance with generally accepted accounting principles as in effect from time
\nto time;<\/p>\n<\/p>\n (iii)<\/p>\n<\/p>\n “including<\/em>” means including, without limitation;<\/p>\n<\/p>\n(iv)<\/p>\n<\/p>\n words in the singular include the plural, and words in the plural include the
\nsingular; and<\/p>\n<\/p>\n (v)<\/p>\n<\/p>\n references to Sections and Articles are to references to Sections and
\nArticles of this Indenture.<\/p>\n<\/p>\n Section 1.05<\/p>\n<\/p>\n Acts of Holders.<\/em><\/p>\n<\/p>\n<\/p>\n11<\/p>\n \n <\/p>\n<\/p>\n<\/p>\n (a)<\/p>\n<\/p>\n Any request, demand, authorization, direction, notice, consent, waiver or
\nother action provided by this Indenture to be given or taken by Holders may be
\nembodied in and evidenced by one or more instruments of substantially similar
\ntenor signed by such Holders in person or by an agent duly appointed in writing;
\nand, except as herein otherwise expressly provided, such action shall become
\neffective when such instrument or instruments are delivered to the Trustee and,
\nwhere it is hereby expressly required, to the Company, as described in Section
\n13.02. Such instrument or instruments (and the action embodied therein and
\nevidenced thereby) are herein sometimes referred to as the “Act<\/em>” of
\nHolders signing such instrument or instruments. Proof of execution of any such
\ninstrument or of a writing appointing any such agent shall be sufficient for any
\npurpose of this Indenture and conclusive in favor of the Trustee and the
\nCompany, if made in the manner provided in this Section 1.05.<\/p>\n<\/p>\n(b)<\/p>\n<\/p>\n The fact and date of the execution by any person of any such instrument or
\nwriting may be proved by the affidavit of a witness of such execution or by a
\ncertificate of a notary public or other officer authorized by law to take
\nacknowledgments of deeds, certifying that the individual signing such instrument
\nor writing acknowledged to such officer the execution thereof. Where such
\nexecution is by a signer acting in a capacity other than such signer153s
\nindividual capacity, such certificate or affidavit shall also constitute
\nsufficient proof of such signer153s authority. The fact and date of the execution
\nof any such instrument or writing, or the authority of the Person executing the
\nsame, may also be proved in any other manner which the Trustee deems sufficient.\n<\/p>\n<\/p>\n (c)<\/p>\n<\/p>\n The principal amount and serial number of any Security and the ownership of
\nSecurities shall be proved by the register for the Securities.<\/p>\n<\/p>\n (d)<\/p>\n<\/p>\n Any request, demand, authorization, direction, notice, consent, waiver or
\nother Act of the Holder of any Security shall bind every future Holder of the
\nsame Security and the Holder of every Security issued upon the registration of
\ntransfer thereof or in exchange therefor or in lieu thereof in respect of
\nanything done, omitted or suffered to be done by the Trustee or the Company in
\nreliance thereon, whether or not notation of such action is made upon such
\nSecurity.<\/p>\n<\/p>\n (e)<\/p>\n<\/p>\n If the Company shall solicit from the Holders any request, demand,
\nauthorization, direction, notice, consent, waiver or other Act, the Company may,
\nat its option, by or pursuant to a Board Resolution, fix in advance a record
\ndate for the determination of Holders entitled to give such request, demand,
\nauthorization, direction, notice, consent, waiver or other Act, but the Company
\nshall have no obligation to do so. If such a record date is fixed, such request,
\ndemand, authorization, direction, notice, consent, waiver or other Act may be
\ngiven before or after such record date, but only the Holders of record at the
\nclose of business on such record date shall be deemed to be Holders for the
\npurposes of determining whether Holders of the requisite proportion of
\noutstanding Securities have authorized or agreed or consented to such request,
\ndemand, authorization, direction, notice, consent, waiver or other Act, and for
\nthat purpose the outstanding Securities shall be computed as of such record
\ndate; provided<\/em> that no such authorization, agreement or consent by the
\nHolders on such record date shall be deemed<\/p>\n<\/p>\n<\/p>\n12<\/p>\n \n<\/p>\n <\/p>\n<\/p>\n<\/p>\n effective unless it shall become effective pursuant to the provisions of this
\nIndenture not later than six months after the record date.<\/p>\n<\/p>\n ARTICLE 2 <\/strong><\/p>\nTHE SECURITIES<\/strong><\/p>\n\n Section 2.01<\/p>\n<\/p>\n Form and Dating.<\/em><\/p>\n<\/p>\n(a)<\/p>\n<\/p>\n The Securities and the Trustee153s certificate of authentication shall be
\nsubstantially in the form of Exhibits A and B, which are a part of this
\nIndenture. The Securities may have notations, legends or endorsements required
\nby law, stock exchange rule or usage (provided that any such notation, legend or
\nendorsement required by usage is in a form acceptable to the Company). The
\nCompany shall provide any such notations, legends or endorsements to the Trustee
\nin writing. Each Security shall be dated the date of its authentication. The
\nSecurities may, but need not, have the corporate seal of the Company or a
\nfacsimile thereof affixed thereto or imprinted thereon.<\/p>\n<\/p>\n (b)<\/p>\n<\/p>\n Global Securities. <\/em>All of the Securities issued on the Closing Date
\nare being offered and sold in reliance on Section 4(2) of the Securities Act and
\nsuch Securities shall be issued in the form of an Unrestricted Global Security,
\nwhich shall be deposited with the Trustee at its Corporate Trust Office, as
\ncustodian for the Depositary (as defined below), and registered in the name of
\nThe Depository Trust Company (“DTC<\/em>“) or the nominee thereof (DTC, or
\nany successor thereto, and any such nominee being hereinafter referred to as the
\n“Depositary<\/em>“), duly executed by the Company and authenticated by the
\nTrustee as hereinafter provided. The aggregate Original Principal Amount of the
\nGlobal Securities shall be increased or decreased by adjustments made on the
\nrecords of the Trustee and the Depositary as hereinafter provided. In addition,
\nprincipal shall accrete on the principal amount of the Global Securities
\n(including the Original Principal Amount) pursuant to Section 2.14.<\/p>\n<\/p>\n(c)<\/p>\n<\/p>\n Global Securities in General<\/em>. Each Global Security shall represent
\nsuch of the outstanding Securities as shall be specified therein and each shall
\nprovide that (i) it shall represent the aggregate Original Principal Amount of
\noutstanding Securities from time to time endorsed thereon and that the aggregate
\nOriginal Principal Amount of outstanding Securities represented thereby may from
\ntime to time be reduced or increased, as appropriate, to reflect exchanges,
\nredemptions, repurchases and conversions and (ii) principal shall accrete on the
\nprincipal amount of such Global Security pursuant to Section 2.14.<\/p>\n<\/p>\nAny adjustment of the aggregate principal amount of a Global Security (except
\nin respect of accretions to the principal amount pursuant to Section 2.14) to
\nreflect the amount of any increase or decrease in the amount of outstanding
\nSecurities represented thereby shall be made by the Trustee in accordance with
\ninstructions given by the Holder thereof as required by Section 2.12 hereof, and
\nshall be made on the records of the Trustee and the Depositary.<\/p>\n<\/p>\n<\/p>\n 13<\/p>\n \n<\/p>\n <\/p>\n<\/p>\n<\/p>\n (d)<\/p>\n<\/p>\n Book-Entry Provisions<\/em>. This Section 2.01(d) shall apply only to
\nGlobal Securities deposited with or on behalf of the Depositary.<\/p>\n<\/p>\nThe Company shall execute and the Trustee shall, in accordance with this
\nSection 2.01(d), authenticate and deliver initially one or more Global
\nSecurities that (a) shall be registered in the name of the Depositary or a
\nnominee thereof, (b) shall be delivered by the Trustee to the Depositary or held
\nby the Trustee pursuant to the Depositary153s instructions and (c) shall be
\nsubstantially in the form of Exhibit A attached hereto.<\/p>\n<\/p>\n (e)<\/p>\n<\/p>\n Certificated Securities. <\/em>Securities not issued as interests in the
\nGlobal Securities shall be issued in certificated form substantially in the form
\nof Exhibit B attached hereto.<\/p>\n<\/p>\nSection 2.02<\/p>\n<\/p>\n Execution and Authentication. <\/em>The Securities shall be executed on
\nbehalf of the Company by one Officer. The signature of such Officer on the
\nSecurities may be manual or facsimile.<\/p>\n<\/p>\nSecurities bearing the manual or facsimile signatures of an individual who
\nwas, at the time of the execution of the Securities, an Officer shall bind the
\nCompany, notwithstanding that such individuals or any of them have ceased to
\nhold such offices prior to the authentication and delivery of such Securities or
\ndid not hold such offices at the date of authentication of such Securities.<\/p>\n<\/p>\n No Security shall be entitled to any benefit under this Indenture or be valid
\nor obligatory for any purpose unless there appears on such Security a
\ncertificate of authentication substantially in the form provided for herein duly
\nexecuted by the Trustee by manual signature of an authorized signatory, and such
\ncertificate upon any Security shall be conclusive evidence, and the only
\nevidence, that such Security has been duly authenticated and delivered
\nhereunder.<\/p>\n<\/p>\n On the Closing Date, the Trustee shall authenticate and deliver Securities
\nfor original issue in an aggregate Original Principal Amount of up to $100.0
\nmillion upon one or more Company Orders without any further action by the
\nCompany (other than as contemplated in Section 13.03, Section 13.04 and Section
\n13.05 hereof). After the Closing Date, the Company may issue, and the Trustee
\nshall authenticate and deliver for issuance, Additional Securities in compliance
\nwith Section 2.16.<\/p>\n<\/p>\n The Securities shall be issued only in registered form without coupons and
\nonly in denominations of $1,000 Original Principal Amount and any integral
\nmultiple of $1,000 Original Principal Amount.<\/p>\n<\/p>\n Section 2.03<\/p>\n<\/p>\n Registrar, Paying Agent and Conversion Agent.<\/em><\/p>\n<\/p>\nThe Company shall maintain an office or agency where Securities may be
\npresented for registration of transfer or for exchange (“Registrar”), an office
\nor agency where Securities may be presented for purchase or payment (“Paying
\nAgent”) and an office or agency where Securities may be presented for conversion
\n(“Conversion Agent”). The Registrar shall keep a register of the Securities and
\nof their transfer and exchange. The Company may have one or more co-registrars,
\none or more additional paying agents and one or more additional conversion
\nagents.<\/p>\n<\/p>\n<\/p>\n 14<\/p>\n \n<\/p>\n <\/p>\n<\/p>\n<\/p>\n The term Paying Agent includes any additional paying agent, including any
\nnamed pursuant to Section 4.07. The term Conversion Agent includes any
\nadditional conversion agent, including any named pursuant to Section 4.07.<\/p>\n<\/p>\n The Company shall enter into an appropriate agency agreement with any
\nRegistrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such
\nRegistrar, agent or co-registrar is a Person other than the Trustee). The
\nagreement shall implement the provisions of this Indenture that relate to such
\nagent. The Company shall promptly notify the Trustee of the name and address of
\nany such agent. If the Company fails to maintain a Registrar, Paying Agent or
\nConversion Agent, the Trustee shall act as such and shall be entitled to
\nappropriate compensation therefor pursuant to Section 7.07. The Company or any
\nSubsidiary or an Affiliate of either of them may act as Paying Agent, Registrar,
\nConversion Agent or co-registrar.<\/p>\n<\/p>\n The Company initially appoints the Trustee as Registrar, Conversion Agent and
\nPaying Agent in connection with the Securities.<\/p>\n<\/p>\n Section 2.04<\/p>\n<\/p>\n Paying Agent to Hold Money and Securities in Trust.<\/em><\/p>\n<\/p>\nExcept as otherwise provided herein, on or prior to each due date of payments
\nin respect of any Security, the Company shall deposit with the Paying Agent a
\nsum of money (in immediately available funds if deposited on the due date) or
\nshares of Common Stock sufficient to make such payments when so becoming due.
\nThe Company shall require each Paying Agent (other than the Trustee) to agree in
\nwriting that the Paying Agent shall hold in trust for the benefit of
\nSecurityholders or the Trustee all money and shares of Common Stock held by the
\nPaying Agent for the making of payments in respect of the Securities and shall
\npromptly notify the Trustee of any Default by the Company in making any such
\npayment. At any time during the continuance of any such Default, the Paying
\nAgent shall, upon the written request of the Trustee, forthwith pay to the
\nTrustee all money and shares of Common Stock so held in trust. If the Company, a
\nSubsidiary or an Affiliate of either of them acts as Paying Agent, it shall
\nsegregate the money and shares of Common Stock held by it as Paying Agent and
\nhold it as a separate trust fund. The Company at any time may require a Paying
\nAgent to pay all money and shares of Common Stock held by it to the Trustee and
\nto account for any funds and Common Stock disbursed by it. Upon doing so, the
\nPaying Agent shall have no further liability for the money or shares of Common
\nStock.<\/p>\n<\/p>\n Section 2.05<\/p>\n<\/p>\n Securityholder Lists.<\/em><\/p>\n<\/p>\nThe Trustee shall preserve the most recent list available to it of the names
\nand addresses of Securityholders. If the Trustee is not the Registrar, the
\nCompany shall cause to be furnished to the Trustee at least semiannually on May
\n15 and November 15 a listing of Securityholders dated within 15 days of the date
\non which the list is furnished and at such other times as the Trustee may
\nrequest in writing a list in such form and as of such date as the Trustee may
\nreasonably require of the names and addresses of Securityholders.<\/p>\n<\/p>\n Section 2.06<\/p>\n<\/p>\n Transfer and Exchange.<\/em><\/p>\n<\/p>\n<\/p>\n(a)<\/p>\n<\/p>\n Subject to Section 2.12 hereof, upon surrender for registration of transfer
\nof any Security, together with a written instrument of transfer satisfactory to\n<\/p>\n<\/p>\n<\/p>\n 15<\/p>\n \n <\/p>\n<\/p>\n<\/p>\n the Registrar duly executed by the Securityholder or such Securityholder153s
\nattorney duly authorized in writing, at the office or agency of the Company
\ndesignated as Registrar or co-registrar pursuant to Section 2.03, the Company
\nshall execute, and the Trustee shall authenticate and deliver, in the name of
\nthe designated transferee or transferees, one or more new Securities of any
\nauthorized denomination or denominations, of a like aggregate Original Principal
\nAmount. The Company shall not charge a service charge for any registration of
\ntransfer or exchange, but the Company may require payment of a sum sufficient to
\npay all taxes, assessments or other governmental charges that may be imposed in
\nconnection with the transfer or exchange of the Securities from the
\nSecurityholder requesting such transfer or exchange.<\/p>\n<\/p>\n At the option of the Holder, subject to Section 2.12 hereof and the other
\nprovisions of this Section 2.06, Securities may be exchanged for other
\nSecurities of any authorized denomination or denominations, of a like aggregate
\nOriginal Principal Amount upon surrender of the Securities to be exchanged,
\ntogether with a written instrument of transfer satisfactory to the Registrar
\nduly executed by the Securityholder or such Securityholder153s attorney duly
\nauthorized in writing, at such office or agency. Whenever any Securities are so
\nsurrendered for exchange, the Company shall execute, and the Trustee shall
\nauthenticate and deliver, the Securities which the Holder making the exchange is
\nentitled to receive.<\/p>\n<\/p>\n The Company shall not be required to make, and the Registrar need not
\nregister, transfers or exchanges of Securities selected for redemption (except,
\nin the case of Securities to be redeemed in part, the portion thereof not to be
\nredeemed) or any Securities in respect of which a Repurchase Notice or
\nFundamental Change Repurchase Notice has been given and not withdrawn by the
\nHolder thereof in accordance with the terms of this Indenture (except, in the
\ncase of Securities to be purchased in part, the portion thereof not to be
\npurchased) or any Securities for a period of 15 days before the mailing of a
\nnotice of redemption of Securities to be redeemed or the Repurchase Date or
\nFundamental Change Repurchase Date.<\/p>\n<\/p>\n (b)<\/p>\n<\/p>\n Transfers of a Global Security shall, except as set forth in Section 2.12, be
\nlimited to transfers of such Global Security in whole or in part, to the
\nDepositary, to nominees of the Depositary or to a successor of the Depositary or
\nsuch successor153s nominee.<\/p>\n<\/p>\n (c)<\/p>\n<\/p>\n Successive registrations and registrations of transfers and exchanges as
\naforesaid may be made from time to time as desired, and each such registration
\nshall be noted on the register for the Securities.<\/p>\n<\/p>\n (d)<\/p>\n<\/p>\n Except as otherwise set forth in this Indenture, any such action taken by a
\nHolder shall be conclusive and binding upon such Holder and upon all future
\nHolders and owners of such Security and of any Securities issued in exchange or
\nsubstitution therefor, irrespective of whether any notation in regard thereto is
\nmade upon such Security or any Security issued in exchange or substitution
\ntherefor.<\/p>\n<\/p>\n (e)<\/p>\n<\/p>\n Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the
\nTrustee such information as the Trustee may reasonably require in<\/p>\n<\/p>\n<\/p>\n 16<\/p>\n \n<\/p>\n <\/p>\n<\/p>\n<\/p>\n connection with the delivery by such Registrar of Securities upon transfer or
\nexchange of Securities.<\/p>\n<\/p>\n (f)<\/p>\n<\/p>\n No Registrar shall be required to make registrations of transfer or exchange
\nof Securities during any periods designated in the text of the Securities or in
\nthis Indenture as periods during which such registration of transfers and
\nexchanges need not be made.<\/p>\n<\/p>\n (g)<\/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
\nSecurity (including any transfers between or among the DTC153s participants or
\nbeneficial owners of interests in any Global Security) other than to require
\ndelivery of such certificates and other documentation as is expressly required
\nby, and to do so if and when expressly required by, the terms of this Indenture
\nand to examine the same to determine substantial compliance as to form with the
\nexpress requirements hereof.<\/p>\n<\/p>\n Section 2.07<\/p>\n<\/p>\n Replacement Securities.<\/em><\/p>\n<\/p>\nIf (a) any mutilated Security is surrendered to the Trustee, or (b) the
\nCompany and the Trustee receive evidence to their satisfaction of the
\ndestruction, loss or theft of any Security, and there is delivered to the
\nCompany and the Trustee such security or indemnity as may be required by them to
\nsave each of them harmless, then, in the absence of notice to the Company or the
\nTrustee that such Security has been acquired by a bona fide purchaser, the
\nCompany shall execute and upon its written request the Trustee shall
\nauthenticate and deliver, in exchange for any such mutilated Security or in lieu
\nof any such destroyed, lost or stolen Security, a new Security of like tenor and
\nOriginal Principal Amount, bearing a certificate number not contemporaneously
\noutstanding.<\/p>\n<\/p>\n In case any such mutilated, destroyed, lost or stolen Security has become or
\nis about to become due and payable, or is about to be redeemed or purchased by
\nthe Company pursuant to Article 3 hereof, the Company in its discretion may,
\ninstead of issuing a new Security, pay or purchase such Security, as the case
\nmay be.<\/p>\n<\/p>\n Upon the issuance of any new Securities under this Section 2.07, the Company
\nmay require the payment of a sum sufficient to cover any tax or other
\ngovernmental charge that may be imposed in relation thereto and any other
\nexpenses (including the fees and expenses of the Trustee) connected therewith.\n<\/p>\n<\/p>\n Every new Security issued pursuant to this Section 2.07 in lieu of any
\nmutilated, destroyed, lost or stolen Security shall constitute an original
\ncontractual obligation of the Company, whether or not the destroyed, lost or
\nstolen Security shall be at any time enforceable by anyone, and shall be
\nentitled to all benefits of this Indenture equally and proportionately with any
\nand all other Securities duly issued hereunder.<\/p>\n<\/p>\n The provisions of this Section 2.07 are exclusive and shall preclude (to the
\nextent lawful) all other rights and remedies with respect to the replacement or
\npayment of mutilated, destroyed, lost or stolen Securities.<\/p>\n<\/p>\n<\/p>\n 17<\/p>\n \n<\/p>\n <\/p>\n<\/p>\n<\/p>\n<\/p>\n Section 2.08<\/p>\n<\/p>\n Outstanding Securities; Determinations of Holders153 Action.<\/em><\/p>\n<\/p>\nSecurities outstanding at any time are all the Securities authenticated by
\nthe Trustee except for those cancelled by it, those redeemed or purchased
\npursuant to Section 2.07, those delivered to it for cancellation and those
\ndescribed in this Section 2.08 as not outstanding. A Security does not cease to
\nbe outstanding because the Company or an Affiliate thereof holds the Security;
\nprovided<\/em>, however<\/em>, that in determining whether the Holders of
\nthe requisite Accreted Principal Amount of Securities have given or concurred in
\nany request, demand, authorization, direction, notice, consent, waiver, or other
\nAct hereunder, Securities owned by the Company or any other obligor upon the
\nSecurities or any Affiliate of the Company or such other obligor shall be
\ndisregarded and deemed not to be outstanding, except that, in determining
\nwhether the Trustee shall be protected in relying upon any such request, demand,
\nauthorization, direction, notice, consent, waiver or other act, only Securities
\nwhich a Responsible Officer of the Trustee actually knows to be so owned shall
\nbe so disregarded. Subject to the foregoing, only Securities outstanding at the
\ntime of such determination shall be considered in any such determination
\n(including, without limitation, determinations pursuant to Article 6 and Article
\n9).<\/p>\n<\/p>\nIf a Security is replaced pursuant to Section 2.07, it ceases to be
\noutstanding unless the Trustee receives proof satisfactory to it that the
\nreplaced Security is held by a bona fide purchaser.<\/p>\n<\/p>\n If the Paying Agent holds, in accordance with this Indenture, on a Redemption
\nDate, or on the Business Day immediately following a Repurchase Date or a
\nFundamental Change Repurchase Date, or on Stated Maturity, money or securities,
\nif permitted hereunder, sufficient to pay Securities payable on that date, then
\nfrom and after such Redemption Date, Repurchase Date, Fundamental Change
\nRepurchase Date or Stated Maturity, as the case may be, such Securities shall
\ncease to be outstanding and Interest on such Securities shall cease to accrue
\nand the rights of the Holders therein shall terminate whether or not the
\nSecurities are surrendered to the Paying Agent (by effecting book entry transfer
\nof the Securities or delivering Certificated Securities), other than the right
\nto receive such payment upon such surrender; provided<\/em>, that if such
\nSecurities are to be redeemed, notice of such redemption has been duly given
\npursuant to this Indenture or provision therefor satisfactory to the Trustee has
\nbeen made.<\/p>\n<\/p>\nIf a Security is converted in accordance with Article 10, then from and after
\nthe time of conversion on the date of conversion, such Security shall cease to
\nbe outstanding and Interest shall cease to accrue and the rights of the Holders
\ntherein shall terminate (other than the right to receive the Conversion
\nSettlement Distribution).<\/p>\n<\/p>\n Section 2.09<\/p>\n<\/p>\n Temporary Securities.<\/em><\/p>\n<\/p>\nPending the preparation of Certificated Securities, the Company may execute,
\nand upon Company Order the Trustee shall authenticate and deliver, temporary
\nSecurities which are printed, lithographed, typewritten, mimeographed or
\notherwise produced, in any authorized denomination, substantially of the tenor
\nof the Certificated Securities in lieu of which they are issued and with such
\nappropriate insertions, omissions, substitutions and other variations as the
\nOfficers executing such Securities may determine, as conclusively evidenced by
\ntheir execution of such Securities.<\/p>\n<\/p>\n<\/p>\n 18<\/p>\n \n<\/p>\n <\/p>\n<\/p>\n<\/p>\n<\/p>\n If temporary Securities are issued, the Company shall cause Certificated
\nSecurities to be prepared without unreasonable delay. After the preparation of
\nCertificated Securities, the temporary Securities shall be exchangeable for
\nCertificated Securities upon surrender of the temporary Securities at the office
\nor agency of the Company designated for such purpose pursuant to Section 2.03,
\nwithout charge to the Holder. Upon surrender for cancellation of any one or more
\ntemporary Securities the Company shall execute and the Trustee shall
\nauthenticate and deliver in exchange therefor a like Original Principal Amount
\nof Certificated Securities of authorized denominations. Until so exchanged the
\ntemporary Securities shall in all respects be entitled to the same benefits
\nunder this Indenture as Certificated Securities.<\/p>\n<\/p>\n Section 2.10<\/p>\n<\/p>\n Cancellation.<\/em><\/p>\n<\/p>\nAll Securities surrendered for payment, purchase by the Company pursuant to
\nArticle 3, conversion, redemption or registration of transfer or exchange shall,
\nif surrendered to any Person other than the Trustee, be delivered to the Trustee
\nand shall be promptly cancelled by it. The Company may at any time deliver to
\nthe Trustee for cancellation any Securities previously authenticated and
\ndelivered hereunder which the Company may have acquired in any manner
\nwhatsoever, and all Securities so delivered shall be promptly cancelled by the
\nTrustee. The Company may not issue new Securities to replace Securities it has
\npaid or delivered to the Trustee for cancellation other than in connection with
\nregistrations of transfer or exchange or that any Holder has converted pursuant
\nto Article 10. No Securities shall be authenticated in lieu of or in exchange
\nfor any Securities cancelled as provided in this Section 2.10, except as
\nexpressly permitted by this Indenture. All cancelled Securities held by the
\nTrustee shall be disposed of by the Trustee in accordance with the Trustee153s
\ncustomary procedure.<\/p>\n<\/p>\n Section 2.11<\/p>\n<\/p>\n Persons Deemed Owners.<\/em><\/p>\n<\/p>\nPrior to due presentment of a Security for registration of transfer, the
\nCompany, the Trustee and any agent of the Company or the Trustee may treat the
\nPerson in whose name such Security is registered as the owner of such Security
\nfor the purpose of receiving payment of the Accreted Principal Amount of the
\nSecurity or any portion thereof, or the payment of any Redemption Price,
\nRepurchase Price or Fundamental Change Repurchase Price in respect thereof, and
\nInterest thereon, for the purpose of conversion and for all other purposes
\nwhatsoever, whether or not such Security be overdue, and neither the Company,
\nthe Trustee nor any agent of the Company or the Trustee shall be affected by
\nnotice to the contrary.<\/p>\n<\/p>\n Section 2.12<\/p>\n<\/p>\n Transfer Restriction Legend; Global Securities.<\/em><\/p>\n<\/p>\n(a)<\/p>\n<\/p>\n Restricted Securities shall bear the restricted legend set forth on, as
\napplicable, the forms of Securities attached hereto as Exhibit A and Exhibit B
\n(collectively, the “Transfer Restriction Legend<\/em>“). If Securities are
\nissued upon the transfer, exchange or replacement of Restricted Securities, or
\nif a request is made to remove the Transfer Restriction Legend on a Security,
\nthe Securities so issued shall bear the Transfer Restriction Legend, or the
\nTransfer Restriction Legend shall not be removed, as the case may be, unless
\nthere is delivered to the Company and the Registrar such satisfactory evidence,
\nwhich shall include an Opinion of Counsel if requested by the Company or such
\nRegistrar, as may be reasonably required by the Company or the<\/p>\n<\/p>\n<\/p>\n19<\/p>\n \n<\/p>\n <\/p>\n<\/p>\n<\/p>\n Registrar, that neither the Transfer Restriction Legend nor the restrictions
\non transfer set forth therein are required to ensure that transfers thereof
\ncomply with the provisions of Rule 144A or Rule 144 of the Securities Act or
\nthat such Securities are not “restricted” within the meaning of Rule 144 of the
\nSecurities Act; provided<\/em> that no such evidence need be supplied in
\nconnection with the sale of such Security pursuant to a registration statement
\nthat is effective at the time of such sale. Upon (i) provision of such
\nsatisfactory evidence if requested, or (ii) notification by the Company to the
\nTrustee and Registrar of the sale of such Security pursuant to a registration
\nstatement that is effective at the time of such sale, the Trustee, at the
\nwritten direction of the Company, shall authenticate and deliver a Security that
\ndoes not bear the Transfer Restriction Legend. If the Transfer Restriction
\nLegend is removed from the face of a Security and the Security is subsequently
\nheld by an Affiliate of the Company, the Transfer Restriction Legend shall be
\nreinstated.<\/p>\n<\/p>\n(b)<\/p>\n<\/p>\n The transfer and exchange of beneficial interests in the Global Securities
\nshall be effected through the Depositary, in accordance with the provisions of
\nthis Indenture and the Applicable Procedures.<\/p>\n<\/p>\n (i)<\/p>\n<\/p>\n Beneficial interests in any Restricted Global Security may be transferred to
\nPersons who take delivery thereof in the form of a beneficial interest in the
\nsame Restricted Global Security in accordance with the transfer restrictions set
\nforth in the Transfer Restriction Legend. Beneficial interests in any
\nUnrestricted Global Security may be transferred to Persons who take delivery
\nthereof in the form of a beneficial interest in the same or any other
\nUnrestricted Global Security. No written orders or instructions shall be
\nrequired to be delivered to the Registrar to effect the transfers described in
\nthis Section 2.12(b)(i).<\/p>\n<\/p>\n (ii)<\/p>\n<\/p>\n In connection with all transfers and exchanges of beneficial interests that
\nare not subject to Section 2.12(b)(i), the transferor of such beneficial
\ninterest must deliver to the Registrar an order from a Participant or an
\nIndirect Participant given to the Depositary in accordance with the Applicable
\nProcedures directing the Depositary to credit or cause to be credited a
\nbeneficial interest in another Global Security in an amount equal to the
\nbeneficial interest to be transferred or exchanged and instructions given in
\naccordance with the Applicable Procedures containing information regarding the
\nParticipant account to be credited with such increase.<\/p>\n<\/p>\n (iii)<\/p>\n<\/p>\n A beneficial interest in any Restricted Global Security may be transferred to
\na Person who takes delivery thereof in the form of a beneficial interest in
\nanother Restricted Global Security if the transfer complies with the
\nrequirements of Section 2.12(b)(ii) and the Registrar receives an Opinion of
\nCounsel reasonably acceptable to the Registrar to the effect that such transfer
\ndoes not require registration under the Securities Act.<\/p>\n<\/p>\n<\/p>\n 20<\/p>\n \n<\/p>\n <\/p>\n<\/p>\n<\/p>\n<\/p>\n (iv)<\/p>\n<\/p>\n A beneficial interest in any Restricted Global Security may be exchanged for
\na beneficial interest in an Unrestricted Global Security or transferred to a
\nPerson who takes delivery thereof in the form of a beneficial interest in an
\nUnrestricted Global Security if (1) the exchange or transfer complies with the
\nrequirements of Section 2.12(b)(ii) and (2) if the Registrar so requests or if
\nthe Applicable Procedures so require, an Opinion of Counsel in form reasonably
\nacceptable to the Registrar to the effect that such exchange or transfer is in
\ncompliance with the Securities Act and that the restrictions on transfer
\ncontained herein and in the Transfer Restriction Legend are no longer required
\nin order to maintain compliance with the Securities Act.<\/p>\n<\/p>\n (c)<\/p>\n<\/p>\n The restrictions imposed by the Transfer Restriction Legend upon the
\ntransferability of any Security shall cease and terminate when such Security has
\nbeen sold pursuant to an effective registration statement under the Securities
\nAct or transferred in compliance with Rule 144 of the Securities Act (together
\nwith any successor provision thereto, “Rule 144”) or, if earlier, upon the
\nexpiration of the holding period applicable to sales thereof under Rule 144(d)
\nunder the Securities Act (or any successor provision). Any Security as to which
\nsuch restrictions on transfer shall have expired in accordance with their terms
\nor shall have terminated may, upon a surrender of such Security for exchange to
\nthe Registrar in accordance with the provisions of this Section 2.12
\n(accompanied, in the event that such restrictions on transfer have terminated by
\nreason of a transfer in compliance with Rule 144, by, if requested, an Opinion
\nof Counsel reasonably acceptable to the Company and to the Trustee, addressed to
\nthe Company and to the Trustee and in form acceptable to the Company and to the
\nTrustee, to the effect that the transfer of such Security has been made in
\ncompliance with Rule 144), be exchanged for a new Security, of like tenor and
\naggregate Original Principal Amount, which shall not bear the Transfer
\nRestriction Legend. The Company shall inform the Trustee of the effective date
\nof any registration statement registering the Securities under the Securities
\nAct. The Trustee shall not be liable for any action taken or omitted to be taken
\nby it in good faith in accordance with the aforementioned Opinion of Counsel or
\nregistration statement.<\/p>\n<\/p>\n (d)<\/p>\n<\/p>\n (i)<\/p>\n<\/p>\n Notwithstanding any other provisions of this Indenture or the Securities, a
\nGlobal Security shall not be exchanged in whole or in part for a Security
\nregistered in the name of any Person other than the Depositary or one or more
\nnominees thereof, provided<\/em> that a Global Security may be exchanged for
\nSecurities registered in the names of any Person designated by the Depositary in
\nthe event that (1) the Depositary has notified the Company that it is unwilling
\nor unable to continue as Depositary for such Global Security or such Depositary
\nhas ceased to be a “clearing agency” registered under Exchange Act, and a
\nsuccessor Depositary is not appointed by the Company within 90 days, (2) the
\nCompany determines at any time that the Securities shall no longer be
\nrepresented by Global Securities and shall inform such Depositary of such<\/p>\n<\/p>\n<\/p>\n21<\/p>\n \n<\/p>\n <\/p>\n<\/p>\n<\/p>\n determination in writing and participants in such Depositary elect to
\nwithdraw their beneficial interests in the Global Securities from such
\nDepositary, following notification by the Depositary of their right to do so or
\n(3) an Event of Default has occurred and is continuing. Any Global Security
\nexchanged pursuant to clause (1) above shall be so exchanged in whole and not in
\npart, and any Global Security exchanged pursuant to clauses (2) or (3) above may
\nbe exchanged in whole or from time to time in part as directed by the
\nDepositary. Any Security issued in exchange for a Global Security or any portion
\nthereof shall be a Global Security; provided<\/em> that any such Security so
\nissued that is registered in the name of a person other than the Depositary or a
\nnominee thereof or any successor of either of the foregoing pursuant to this
\nparagraph shall not be a Global Security.<\/p>\n<\/p>\n(ii)<\/p>\n<\/p>\n Securities issued in exchange for a Global Security or any portion thereof
\nshall be issued in definitive, fully registered form, shall have an aggregate
\nOriginal Principal Amount equal to that of such Global Security or portion
\nthereof to be so exchanged, shall be registered in such names and be in such
\nauthorized denominations as the Depositary shall designate and shall bear the
\napplicable legends provided for herein. Any Global Security to be exchanged in
\nwhole shall be surrendered by the Depositary to the Registrar. With regard to
\nany Global Security to be exchanged in part, either such Global Security shall
\nbe so surrendered for exchange or, if the Trustee is acting as custodian for the
\nDepositary or its nominee with respect to such Global Security, the Original
\nPrincipal Amount thereof shall be reduced by an amount equal to the portion
\nthereof to be so exchanged, by means of an appropriate adjustment made on the
\nrecords of the Trustee. Upon any such surrender or adjustment, the Trustee shall
\nauthenticate and deliver the Security issuable on such exchange to or upon the
\norder of the Depositary or an authorized representative thereof.<\/p>\n<\/p>\n (iii)<\/p>\n<\/p>\n Subject to the provisions of clause (v) below, the registered Holder may
\ngrant proxies and otherwise authorize any person, including Agent Members (as
\ndefined below) and persons that may hold interests through Agent Members, to
\ntake any action which a Holder is entitled to take under this Indenture or the
\nSecurities.<\/p>\n<\/p>\n (iv)<\/p>\n<\/p>\n In the event of the occurrence of any of the events specified in clause (i)
\nabove, the Company shall promptly make available to the Trustee a reasonable
\nsupply of Certificated Securities in definitive, fully registered form.<\/p>\n<\/p>\n<\/p>\n (v)<\/p>\n<\/p>\n Neither any members of the Depositary, nor any Participant or Indirect
\nParticipant (collectively, the “Agent Members<\/em>“) nor any other persons
\non whose behalf Agent Members may act shall have any rights under this Indenture
\nwith respect to any Global Security registered in the<\/p>\n<\/p>\n<\/p>\n22<\/p>\n \n<\/p>\n <\/p>\n<\/p>\n<\/p>\n name of the Depositary or any nominee thereof, or under any such Global
\nSecurity, and the Depositary or such nominee, as the case may be, may be treated
\nby the Company, the Trustee and any agent of the Company or the Trustee as the
\nabsolute owner and Holder of such Global Security for all purposes whatsoever.
\nNotwithstanding the foregoing, nothing herein shall prevent the Company, the
\nTrustee or any agent of the Company or the Trustee from giving effect to any
\nwritten certification, proxy or other authorization furnished by the Depositary
\nor such nominee, as the case may be, or impair, as between the Depositary, its
\nAgent Members and any other person on whose behalf an Agent Member may act, the
\noperation of customary practices of such Persons governing the exercise of the
\nrights of a Holder of any Security.<\/p>\n<\/p>\n (vi)<\/p>\n<\/p>\n Except as expressly set forth in this Indenture, none of the Trustee, any
\nPaying Agent, Conversion Agent, the Company or the Registrar shall have any
\nresponsibility or obligation to any beneficial owner in the Global Securities, a
\nmember of, or a participant in the Depositary or other Person with respect to
\nthe accuracy of the records of the Depositary or its nominee or of any
\nparticipant or member thereof, with respect to any ownership interest in the
\nGlobal Securities or with respect to the delivery to any participant, member,
\nbeneficial owner or other Person (other than the Depositary) of any notice
\n(including any notice of redemption) or the payment of any amount, under or with
\nrespect to such Global Securities. All notices and communications to be given to
\nthe Holders and all payments to be made to Holders under the Securities shall be
\ngiven or made only to or upon the order of the registered Holders (which shall
\nbe, in the case of a Global Security, the Depositary or its nominee). The rights
\nof beneficial owners in the Global Securities shall be exercised only through
\nthe Depositary subject to the applicable rules and procedures of the Depositary.
\nOther than as set forth in this Indenture, the Trustee, any Paying Agent, the
\nConversion Agent, the Company and the Registrar may rely and shall be fully
\nprotected in relying upon information furnished by the Depositary with respect
\nto its members, participants and any beneficial owners. Except as expressly set
\nforth in this Indenture, the Trustee, each Paying Agent, the Conversion Agent,
\nthe Company and the Registrar shall be entitled to deal with any depositary
\n(including the Depositary), and any nominee thereof, that is the Holder of any
\nGlobal Securities as a Holder for all purposes of this Indenture relating to
\nsuch Global Securities (including the payment of principal, Interest and the
\ngiving of instructions or directions by or to the owner or Holder of a
\nbeneficial ownership interest in such Global Securities) as the sole Holder of
\nsuch Global Securities and shall have no obligations to the beneficial owners
\nthereof. None of the Trustee, any Paying Agent, the Conversion Agent, the
\nCompany or the Registrar shall have any responsibility or liability for any acts
\nor omissions of any such depositary with respect to such Global Securities, for
\nthe records of any such depositary, including records in respect of beneficial
\nownership interests<\/p>\n<\/p>\n<\/p>\n 23<\/p>\n \n<\/p>\n <\/p>\n<\/p>\n<\/p>\n in respect of any such Global Securities, for any transactions between such
\ndepositary and any participant in such depositary or between or among any such
\ndepositary, any such participant and\/or any holder or owner of a beneficial
\ninterest in such Global Securities or for any transfers of beneficial interests
\nin any such Global Securities.<\/p>\n<\/p>\n (e)<\/p>\n<\/p>\n The Trustee and the Registrar shall have no obligation or duty to monitor,
\ndetermine or inquire as to compliance with any restrictions on transfer imposed
\nunder this Indenture or under applicable law with respect to any transfer of any
\ninterest in any Security (including any transfers between or among Agent Members
\nor beneficial owners of interests in any Global Security) other than to require
\ndelivery of such certificates and other documentation or evidence as are
\nexpressly required by, and to do so if and when expressly required by the terms
\nof, this Indenture, and to examine the same to determine substantial compliance
\nas to form with the express requirements hereof.<\/p>\n<\/p>\n The Trustee shall have no responsibility for the actions or omissions of the
\nDepositary, or the accuracy of the books and records of the Depositary.<\/p>\n<\/p>\n Each Holder of a Security agrees to indemnify the Company and the Trustee
\nagainst any liability that may result from the transfer, exchange or assignment
\nof such Holder153s Security in violation of any provision of this Indenture and\/or
\napplicable United States federal or state securities law.<\/p>\n<\/p>\n Section 2.13<\/p>\n<\/p>\n CUSIP Numbers.<\/em><\/p>\n<\/p>\nThe Company may issue the Securities with one or more “CUSIP”, “ISIN” or
\nother similar numbers (if then generally in use), and, if so, the Trustee shall
\nuse “CUSIP” , “ISIN” or other similar numbers in notices of redemption as a
\nconvenience to Holders; provided<\/em> that any such notice may state that no
\nrepresentation is made as to the correctness of such numbers either as printed
\non the Securities or as contained in any notice of a redemption or purchase and
\nthat reliance may be placed only on the other identification numbers printed on
\nthe Securities, and any such redemption shall not be affected by any defect in
\nor omission of such numbers. The Company shall promptly notify the Trustee of
\nany change in the CUSIP, ISIN or other similar numbers.<\/p>\n<\/p>\nSection 2.14<\/p>\n<\/p>\n Accretion.<\/em><\/p>\n<\/p>\nCommencing on the Closing Date, the principal amount of the Securities shall | | | |