FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.2

Execution Version

FIRST SUPPLEMENTAL INDENTURE
by and between
FERRO CORPORATION,
and
U. S. BANK NATIONAL ASSOCIATION
as Trustee
Dated as of August 19, 2008
Supplemental to Indenture
Dated as of March 5, 2008
6.50% Convertible Senior Notes due 2013

Table of Contents

ARTICLE 1
Definition

ARTICLE 2
Issue, Description, Execution, Registration
and Exchange of Notes

ARTICLE 3
Particular Covenants of the Company

ARTICLE 4
Defaults and Remedies

ARTICLE 5
Modifications and Amendments

Table of Contents
(continued)

ARTICLE 6
Consolidation, Merger, Sale, Conveyance and Lease

ARTICLE 7
Conversion of Notes

ARTICLE 8
Repurchase of Notes at Option of Holders

ARTICLE 9
Subsidiary Guarantees

ARTICLE 10
Defeasance and Discharge Section

ARTICLE 11
No Personal Liability of Directors, Officers, Employees and Stockholders

ARTICLE 12
Sinking Funds

ii

Table of Contents
(continued)

ARTICLE 13
Miscellaneous Provisions

EXHIBITS

iii

FIRST SUPPLEMENTAL INDENTURE

     THIS FIRST SUPPLEMENTAL INDENTURE dated as of August 19, 2008 (this “ Supplemental Indenture ”), is entered into by and between Ferro Corporation, an Ohio corporation (the “ Company ”), and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “ Trustee ”).

RECITALS

     A. The Company and the Trustee entered into that certain Indenture, dated as of March 5, 2008 (the “ Base Indenture ”), pursuant to which the Company may from time to time issue its Securities.

     B. Section 901(6) of the Base Indenture provides that the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee may, without the consent of the holders of the Securities, enter into a supplemental indenture to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Base Indenture.

     C. The Company has duly authorized the issue of 6.50% Convertible Senior Notes due 2013 (as they may be issued from time to time under this Supplemental Indenture, including any additional Notes, the “ Notes ”), and in connection therewith, the Company has duly determined to make, execute and deliver this Supplemental Indenture to set forth the terms and provisions of the Notes as required by the Base Indenture.

     D. The Company has determined that this Supplemental Indenture is authorized or permitted by Section 901 of the Base Indenture and has delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent provided for in the Base Indenture to the execution and delivery of this Supplemental Indenture have been complied with.

     E. The Form of Note, the Trustee’s Certificate of Authentication to be borne by each Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided for.

     F. All things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized Authenticating Agent, as provided in the Base Indenture, the valid and legally binding obligations of the Company have been done.

     G. All things necessary to make this Supplemental Indenture a valid and legally binding indenture and agreement according to its terms, and a valid and legally binding amendment of, and supplement to, the Base Indenture have been done.

     NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree, subject to the terms and conditions hereinafter set forth, as follows for the benefit of the Trustee and the Noteholders:

ARTICLE 1
Definitions

     Section 1.01 Scope of Supplemental Indenture. The changes, modifications and supplements to the Base Indenture affected by this Supplemental Indenture shall be applicable only with respect to, and shall only govern the terms of, the Notes, except as otherwise provided herein, and shall not apply to any other

Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. The provisions of this Supplemental Indenture shall supersede any corresponding or inconsistent provisions in the Base Indenture.

     Section 1.02 Definitions. The terms defined in this Section 1.02 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Supplemental Indenture and for purposes of the Base Indenture as it relates to the Notes shall have the respective meanings specified in this Section 1.02. Except as otherwise provided in this Supplemental Indenture, all words, terms and phrases defined in the Base Indenture (but not otherwise defined herein) shall have the same meaning herein as in the Base Indenture. All other terms used in this Supplemental Indenture that are defined in the Trust Indenture Act or that are by reference therein defined in the Securities Act of 1933, as amended (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of the execution of this Supplemental Indenture. The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular.

     “ Additional Interest ” shall have the meaning specified in Section 4.02.

     “ Additional Shares ” shall have the meaning specified in Section 7.03(a).

     “ Applicable Conversion Rate ” means, with respect to any Note being converted, the sum of the Daily Conversion Rate Fractions for each Trading Day during the 20 Trading Days in the relevant Cash Settlement Averaging Period for such Note.

     “ Applicable Daily Conversion Rate ” on any day will be (a) if the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding such day is less than or equal to the Base Conversion Price, the Base Conversion Rate and (b) if such Last Reported Sale Price of the Common Stock is greater than the Base Conversion Price, the Base Conversion Rate plus a number of shares of Common Stock equal to the product of (i) the Incremental Share Factor and (ii) (A) the difference between such Last Reported Sale Price and the Base Conversion Price divided by (B) such Last Reported Sale Price.

     “ Applicable Stock Price ” per share of Common Stock on any Trading Day means the per share volume-weighted average price as displayed under the heading “ Bloomberg VWAP ” on Bloomberg (or any successor service) page FOE.N <Equity> AQR (or any equivalent successor page) in respect of the period from the scheduled open of trading on the principal U.S. national or regional securities exchange or quotation system on which the Common Stock is traded on such Trading Day, or, if such volume-weighted average price is not available, the Applicable Stock Price means the volume-weighted average price per share of Common Stock on such day as determined by a nationally recognized investment banking firm retained for this purpose by the Company. The Applicable Stock Price of other securities that constitute Reference Property and that are traded on a National Securities Exchange shall be determined in a manner substantially equivalent to the foregoing as determined in good faith by the Company.

     “ Bankruptcy Law ” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

     “ Base Conversion Price ” is a dollar amount (initially $32.336) equal to $1,000 divided by the Base Conversion Rate.

     “ Base Conversion Rate ” is initially 30.9253 shares of Common Stock, subject to adjustment as set forth herein.

      “Base Dividend Amount” means $0.145 in the aggregate in any single quarterly period per share of Common Stock outstanding, subject to adjustment. The Base Dividend Amount is subject to adjustment under the same circumstances under which the Base Conversion rate is subject to adjustment; provided , however , that no adjustment will be made to the Base Dividend Amount for any adjustment made to the Base Conversion Rate pursuant to 7.04(d).

     “ Base Indenture ” shall have the meaning set forth in Recital A.

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

     “ Cash Settlement Averaging Period ” with respect to any Note being converted means the 20 consecutive Trading Day period beginning on and including the second Trading Day after the Conversion Date, except that with respect to any Conversion Date that is on or after the 24th Scheduled Trading Day immediately preceding the Maturity Date, the Cash Settlement Averaging period means the 20 consecutive Trading Days beginning on and including the 22nd Scheduled Trading Day prior to the Maturity Date.

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

     “ Common Stock ” means the common stock, par value $0.01 per share, of the Company, which stock is listed on the New York Stock Exchange at the date of this Supplemental Indenture, or shares of any class or classes resulting from any reclassification or reclassifications thereof and that have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and that are not subject to redemption by the Company; provided that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion that the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

     “ Company ” means Ferro Corporation, an Ohio corporation, and subject to the provisions of Article 6 hereof and Article V of the Base Indenture, shall include its successors and assigns.

     “ Conversion Agent ” shall have the meaning specified in Section 3.02.

     “ Conversion Date ” shall have the meaning specified in Section 7.02(d).

     “ Conversion Obligation ” shall have the meaning specified in Section 7.01(a).

     “ Credit Agreement ” means the Amended and Restated Credit Agreement, dated June 8, 2007, among the Company, certain of its subsidiaries, Credit Suisse Securities (USA) LLC, as term loan administrative agent, National City Bank, as revolving loan administrative agent and collateral agent, KeyBank National Association, as documentation agent, Citigroup Global Markets, Inc., as syndication agent, and various financial institutions as lenders, providing for up to $665 million of revolving credit and term loan borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith.

     “ Custodian ” means U. S. Bank National Association, as custodian for the Depositary, with respect to the Notes in global form, or any successor entity thereto.

     The “ Daily Conversion Rate Fraction ” for each Trading Day during the relevant Cash Settlement Averaging Period shall be determined as follows:

     (a) if the Applicable Stock Price of the Common Stock on such Trading Day is less than or equal to the Base Conversion Price, the Daily Conversion Rate Fraction for such Trading Day shall be equal to 1/20th of the Base Conversion Rate; and

     (b) if the Applicable Stock Price of the Common Stock on such Trading Day is greater than the Base Conversion Price, the Daily Conversion Rate Fraction for such Trading Day shall be equal to 1/20th of the following:

     Notwithstanding the foregoing, if the Daily Conversion Rate Fraction for any Trading Day in the relevant Cash Settlement Averaging Period would otherwise be greater than the Daily Share Cap, the Daily Conversion Rate Fraction for such Trading Day shall be equal to the Daily Share Cap.

     “ Daily Conversion Value ” means, for each of the 20 consecutive Trading Days during the Cash Settlement Averaging Period, the product of (a) the Daily Conversion Rate Fraction for such day and (b) the Applicable Stock Price of the Common Stock on such day. For purposes of the foregoing, the Daily Conversion Value of Reference Property will be determined by reference to (a) in the case of Reference Property or part of Reference Property that is traded on a National Securities Exchange, the Applicable Stock Price of such security or common stock, (b) in the case of any other property other than cash, the value thereof as determined by two independent nationally recognized investment banks as of the effective date of the transaction and (c) in the case of cash, 100% of the amount thereof.

     “ Daily Settlement Amount ” means for each of the 20 consecutive Trading Days during the Cash Settlement Averaging Period (1) cash equal to $50 or, if less, the Daily Conversion Value; and (2) to the extent the Daily Conversion Value exceeds $50, the Daily Share Amount.

     “ Daily Share Amount ” means a number of shares of Common Stock equal to (A) the difference between the Daily Conversion Value and $50, divided by (B) the Applicable Stock Price of the Common Stock for such day.

     “ Daily Share Cap ” means, in respect of each $1,000 principal amount of Notes, 1/20th of 49.4805 shares of Common Stock, subject to adjustment in the same manner as the Base Conversion Rate as set forth herein.

     “ Definitive Note ” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.05 hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the Schedule of Exchanges of Interests in the Global Note attached hereto.

     “ Designated Institution ” shall have the meaning specified in Section 7.02(l).

     “ Distributed Property ” shall have the meaning specified in Section 7.04(c).

     “ Effective Date ” means, with respect to a Make-Whole Fundamental Change, a Merger Event, a consolidation, merger, share exchange, sale of all or substantially all of the Company’s assets or other similar transaction, the date on which such event or transaction becomes effective.

     “ Ex-Dividend Date ” means, with respect to any issuance, dividend or distribution in which the holders of Common Stock (or other security) have the right to receive any cash, securities or other property, the first date on which the shares of the Common Stock (or other security) trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question.

     “ Fundamental Change ” means the occurrence after the original issuance of the Notes of any of the following events:

     (a) a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock entitled to vote generally in the election of directors and (i) files a Schedule 13D or Schedule TO or any other schedule, form or report under the Exchange Act disclosing such beneficial ownership or (ii) the Company otherwise becomes aware of any such person or group; provided that this clause (a) shall not apply to a transaction covered in clause (d) below, including any exception thereto; or

     (b) the Common Stock or shares of common stock, depositary receipts or other certificates representing common equity interests into which the Notes are then convertible cease to be listed for trading on a National Securities Exchange for a period of 20 consecutive Trading Days; or

     (c) the first day on which a majority of the members of the board of directors of the Company does not consist of continuing directors; or

     (d) a consolidation, merger or binding share exchange to which the Company is a party, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of related transactions of all or substantially all of the Company’s properties and assets other than (i) any transaction that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stock and pursuant to which holders of the Company’s capital stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person (or any parent thereof) immediately after giving effect to such transaction or (ii) which is effected solely to change the Company’s jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving Person; or

     (e) the Company’s shareholders approve any plan or proposal for the Company’s liquidation or dissolution.

     For purposes of this Fundamental Change definition: (a) “ board of directors ” means the board of directors or other governing body charged with the ultimate management of any person; (b) “ continuing director ” means a director who either was a member of the board of directors of the Company on the date hereof, or who becomes a member of the board of directors subsequent to that date

and whose initial election, appointment or nomination for election by the Company’s shareholders is duly approved by a majority of the continuing directors on the board of directors of the Company at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the board of directors of the Company in which such individual is named as a nominee for director; and (c) “ person ” includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

     Notwithstanding the foregoing, a Fundamental Change will be deemed not to have occurred if 90% or more of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under clause (d) above consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded or to be traded immediately following such transaction on a National Securities Exchange and, as a result of the transaction or transactions, the Notes become convertible, upon satisfaction of the conditions to conversion, into such common stock, depositary receipts or other certificates representing common equity interests (and any rights attached thereto) and other applicable consideration.

     “ Fundamental Change Company Notice ” shall have the meaning specified in Section 8.01(b).

     “ Fundamental Change Expiration Time ” shall have the meaning specified in Section 8.01(b).

     “ Fundamental Change Repurchase Date ” shall have the meaning specified in Section 8.01(a).

     “ Fundamental Change Repurchase Notice ” shall have the meaning specified in Section 8.01(a).

     “ Fundamental Change Repurchase Price ” shall have the meaning specified in Section 8.01(a).

     “ Global Note ” shall have the meaning specified in Section 2.05(b).

     “ Incremental Share Factor ” means initially 18.5552 shares of Common Stock, subject to the same proportional adjustment as the Base Conversion Rate as set forth herein.

     “ Indenture ” means the Base Indenture, as amended and supplemented by this Supplemental Indenture and, if further amended or supplemented as herein provided, as so amended or supplemented.

     “ interest ” means, when used with reference to the Notes, any interest payable under the terms of the Notes, including (unless context otherwise requires) Defaulted Interest, if any, and Additional Interest, if any.

     “ Interest Payment Date ” means each February 15 and August 15 of each year, beginning on February 15, 2009.

     “ Interest Record Date ,” with respect to any Interest Payment Date, shall mean the February 1 or August 1 (whether or not such day is a Business Day) immediately preceding the applicable February 15 or August 15 Interest Payment Date, respectively.

     “ Last Reported Sale Price ” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the

Common Stock is listed for trading. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, then the “ Last Reported Sale Price ” will be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization. If the Common Stock is not so quoted, the “ Last Reported Sale Price ” will be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

     “ Make-Whole Fundamental Change ” means any transaction or event that constitutes a Fundamental Change as described in clause (a) or clause (d) of the definition of Fundamental Change.

     “ Market Disruption Event ” means (a) failure by the principal U.S. national or regional securities exchange or quotation system on which the Common Stock trades or is quoted to open for trading during its regular trading session or (b) the occurrence or existence on any Trading Day for the Common Stock of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock for an aggregate period in excess of one half hour.

     “ Maturity Date ” means August 15, 2013.

     “ Merger Event ” shall have the meaning specified in Section 7.06.

     “ National Securities Exchange ” means a U.S. national securities exchange or quotation system, including the New York Stock Exchange, the NASDAQ Global Select Market and the NASDAQ Global Market.

     “ Noteholder ” or “ Holder ,” as applied to any Note, or other similar terms (but excluding the term “beneficial holder”), shall mean any person in whose name at the time a particular Note is registered on the Note Register.

     “ Note Register ” shall have the meaning specified in Section 2.05(a).

     “ Note Registrar ” shall have the meaning specified in Section 2.05(a).

     “ Notes ” shall have the meaning specified in Recital C.

     “ Notice of Conversion ” shall have the meaning specified in Section 7.02(b).

     “ open of business ” means 9:00 a.m. (New York City time).

     “ Paying Agent ” shall have the meaning specified in Section 3.02.

     “ Record Date ” shall have the meaning specified in Section 7.04(f).

     “ Reference Property ” shall have the meaning specified in Section 7.06(a).

     “ Rights ” shall have the meaning specified in Section 7.10.

     “ Scheduled Trading Day ” means any day that is scheduled to be a Trading Day.

     “ Senior Credit Facilities ” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders providing for up to $765 million of revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

     “ Settlement Amount ” shall have the meaning specified in Section 7.02(a).

     “ Shareholder Rights Plan ” shall have the meaning specified in Section 7.10(a).

     “ Significant Subsidiary ” shall have the meaning specified in Regulation S-X under the Securities Act.

     “ Spin-Off ” shall have the meaning specified in Section 7.04(c).

     “ Stock Price ” means (a) in the case of a Make-Whole Fundamental Change in which holders of Common Stock receive solely cash consideration in connection with such Make-Whole Fundamental Change, the amount of cash paid per share of the Common Stock and (b) in the case of all other Make-Whole Fundamental Changes, the average of the Last Reported Sale Prices per share of Common Stock over the period of five consecutive Trading Days ending on the Trading Day immediately preceding the Effective Date of such Make-Whole Fundamental Change. The Board of Directors will make appropriate adjustments, in its good faith determination, to account for any adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate where the Ex-Dividend Date of the event occurs, during such five consecutive Trading Days.

     “ Subsidiary Guarantors ” means any other Subsidiary of the Company that provides a Guarantee of the Notes in accordance with Section 9.01 hereof and their successors.

     “ Trading Day ” means a day during which trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is listed for trading and during which there is no Market Disruption Event; provided that if the Common Stock is not listed for trading on a U.S. national or regional securities exchange or quotation system, “ Trading Day ” will mean a Business Day.

     “ Trading Price ” with respect to the Notes, on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $5.0 million aggregate principal amount of the Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company, which may include any of the Underwriters; provided that if three such bids cannot reasonably be obtained by the Bid Solicitation Agent, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used.

     “ Trigger Event ” shall have the meaning specified in Section 7.10.

     “ Trust Indenture Act ” means the Trust Indenture Act of 1939, as amended, as it was in force at the date of execution of this Supplemental Indenture, except as provided in Section 7.06; provided , however , that in the event the Trust Indenture Act of 1939 is amended after the date hereof, the term “ Trust Indenture Act ” shall mean, to the extent required by such amendment, the Trust Indenture Act of 1939, as so amended.

     “ Trustee ” means the Person named as the “Trustee” in the first paragraph of this Supplemental Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Supplemental Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder.

      “Underwriters” means Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Fifth Third Securities, Inc., KeyBanc Capital Markets Inc., Morgan Stanley & Co. Incorporated, NatCity Investments, Inc., Piper Jaffray & Co. and Greenwich Capital Markets, Inc.

ARTICLE 2
Issue, Description, Execution, Registration
and Exchange of Notes

     Section 2.01 Designation and Amount; Ranking. The Notes shall be designated as the “6.50% Convertible Senior Notes due 2013” and shall constitute a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is initially limited to $172,500,000 aggregate principal amount (including up to $22,500,000 of Notes that may be issued upon exercise of the option to purchase additional Notes granted to the Underwriters with respect to the initial sale of the Notes), subject to Section 2.07 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to this Supplemental Indenture or the Base Indenture.

     Section 2.02 Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A, which are incorporated in and made a part of this Supplemental Indenture.

     Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any U.S. national or regional securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject.

     The Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Supplemental Indenture. Payment of principal, accrued and unpaid interest and premium, if any (including any Fundamental Change Repurchase Price, Repurchase Price), on the Global Note shall be made to the holder of such Note on the date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein.

     Section 2.03 Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples

thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

     The Person in whose name any Note (or its predecessor security) is registered on the Note Register at the close of business on any Interest Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes in the United States, which shall initially be the office of the Trustee at 1350 Euclid Avenue, Cleveland, Ohio 44115 and its agency in New York, New York. The Company shall pay interest (a) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note Register (or upon written application by such Person to the Trustee and Paying Agent (if different from the Trustee) not later than the relevant Interest Record Date, by wire transfer in immediately available funds to such Person’s account within the United States, if such Person is entitled to interest on an aggregate principal amount of Notes in excess of $1,000,000, which application shall remain in effect until the Noteholder notifies the Trustee and Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.

     Section 2.04 Payments of Additional Interest. If required by Section 4.02, each Note shall bear Additional Interest in the manner set forth herein. Whenever in this Supplemental Indenture there is mentioned, in any context, the payment of the principal of, premium, if any, or interest on, or in respect of, any Note, such mention shall be deemed to include mention of the payment of “Additional Interest” provided for in Section 4.02 to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof and express mention of the payment of Additional Interest (if applicable) in any provisions hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made.

     Section 2.05 Exchange and Registration of Transfer of Notes; Depositary.

     (a) The Company shall cause to be kept at the corporate trust office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “ Note Register ”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby appointed “ Note Registrar ” and shall constitute a Security Registrar for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 3.02.

     Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 3.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Noteholder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding.

     None of the Company, the Trustee, the Note Registrar or any co-registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 8 hereof.

     All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Supplemental Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture as the Notes surrendered upon such registration of transfer or exchange.

     (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Notes. Except as provided below and except as otherwise required by law, all Notes shall be represented by one or more Notes in the form of Global Securities (each, a “ Global Note ”) registered in the name of the Depositary or the nominee of the Depositary. Initially, the Global Notes shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as Custodian for the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Definitive Note, shall be effected through the Depositary in accordance with this Supplemental Indenture and the procedures of the Depositary therefor.

     Notwithstanding any other provisions of the Indenture (other than the provisions set forth in this Section 2.05(b)), a Global Note may not be transferred as a whole or in part except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

     If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 calendar days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (iii) an Event of Default in respect of the Notes has occurred and is continuing, and any Noteholder has requested that the Notes be issued in definitive form in exchange for a Global Note, the Company will execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, will authenticate and deliver Notes in definitive form to each person that the Depositary identifies as a beneficial owner of the related Notes (or a portion thereof) in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, and upon delivery of the Global Note to the Trustee such Global Note shall be canceled.

     Definitive Notes issued in exchange for all or a part of a Global Note pursuant to this Section 2.05(b) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Definitive Notes to the Persons in whose names such Definitive Notes are so registered.

     At such time as all interests in a Global Note have been converted, canceled, redeemed, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Definitive Notes, converted, canceled, repurchased or transferred to a transferee who receives Definitive Notes therefor or any Definitive Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase.

     None of the Company, the Trustee, nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

     Section 2.06 CUSIP Numbers. The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in all notices issued to Noteholders as a convenience to holders of the Notes; provided , that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or on such notice and that reliance may be placed only on the other identification numbers printed on the Notes. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

     Section 2.07 Additional Notes; Repurchases. The Company may, without the consent of the Noteholders and notwithstanding Section 2.01, reopen this Supplemental Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder in an unlimited aggregate principal amount, which will form the same series with the Notes initially issued hereunder; provided that no such additional Notes will be treated as part of the same series as the Notes unless such additional Notes will be part of the same issue as the Notes initially issued hereunder for U.S. federal income tax purposes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters required by Section 102 of the Base Indenture. The Company may also from time to time repurchase the Notes in open market purchases or negotiated transactions without prior notice to Noteholders.

ARTICLE 3
Particular Covenants of the Company

     Section 3.01 Payment of Principal, Premium and Interest. The Company covenants and agrees that it will cause to be paid the principal of and premium, if any (including the Fundamental Change Repurchase Price), and accrued and unpaid interest on each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.

     Section 3.02 Maintenance of Office or Agency. The Company will maintain in the United States, an office or agency of any Person authorized by the Company to pay the principal of or premium and interest on the Notes on behalf of the Company, where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase (“ Paying Agent ”) or for conversion (“ Conversion Agent ”) and where notices and demands to or upon the Company in respect of the Notes and the Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency within five (5) calendar days of such change. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office or the office or agency of the Trustee.

     The Company may also from time to time designate as co-registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States, for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The terms “Paying Agent” and “Conversion Agent” include any such additional or other offices or agencies, as applicable.

     The Company hereby initially designates the Trustee as the Paying Agent, Note Registrar, Custodian, Bid Solicitation Agent and Conversion Agent and the corporate trust office and the office or agency of the Trustee each shall be considered as one such office or agency of the Company for each of the aforesaid purposes; provided that the Trustee may appoint an agent, reasonably acceptable to the Company, to perform the duties of the Bid Solicitation Agent and Conversion Agent.

     Section 3.03 Additional Interest. If Additional Interest is payable by the Company, the Company shall deliver to the Trustee, on or before the Interest Record Date preceding the date that such Additional Interest is payable, an Officers’ Certificate to that effect stating (a) the amount of such Additional Interest that is payable and (b) the date on which such interest is payable. Unless and until the Trustee has received at the corporate trust office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable.

     Section 3.04 Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Supplemental Indenture.

     Section 3.05 Reporting Obligations. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the Commission (unless the Commission will not accept such a filing) within the time periods specified in the Exchange Act and, within 15 days of filing, or attempting to file, the same with the Commission, furnish to the Trustee and the holders of the outstanding Notes:

     (a) all quarterly and annual financial and other information with respect to the Company and its subsidiaries that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and

     (b) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

     So long as the Company is required to file periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, the Company’s obligation to deliver the information referred to above shall be deemed satisfied upon the filing of such information in the EDGAR system and the giving of notice to the Trustee as to the public availability of such information from such source.

ARTICLE 4
Defaults and Remedies

     With respect to the Notes, Article Five of the Base Indenture shall be replaced in its entirety with the following:

     Section 4.01 Events of Default.

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

     (a) default by the Company in the payment of any principal amount or any Fundamental Change Purchase Price, in each case when due and payable, whether at the Maturity Date, upon required purchase, acceleration or otherwise;

     (b) default by the Company in the payment of any interest under the Notes, which default continues for 30 days;

     (c) failure by the Company to issue a Fundamental Change Company Notice when such notice becomes due in accordance with Section 8.01(b);

     (d) failure by the Company to deliver when due of all cash and any shares of Common Stock or other consideration payable upon conversion with respect to the Notes, which failure continues for 10 days;

     (e) failure by the Company to comply with Section 6.01 hereof upon the Company’s receipt of written notice of such default from the Trustee or from Holders of not less than 25% in aggregate principal amount of the Notes then outstanding, and the failure to cure (or obtain a waiver of) such default within 30 days after receipt of such notice;

     (f) failure by the Company to comply with or to perform any of its other agreements in the Notes or the Indenture upon receipt of notice of such default from the Trustee or from Holders of not less than 25% in aggregate principal amount of the Notes then outstanding, and the failure to cure (or obtain a waiver of) such default within 60 days after receipt of such notice;

     (g) a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company or any of its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries), which default is caused by a failure to pay principal of or premium or interest on such indebtedness prior to the expiration of any grace period provided in such indebtedness, including any extension thereof (a “payment default”), or results in the acceleration of such indebtedness prior to its stated maturity and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates in excess of $25.0 million and provided , that if any such default is cured or waived or any such acceleration rescinded, or such indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

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

     (i) commences a voluntary case,

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

     (iii) consents to the appointment of a custodian of it or for all or substantially all of its property,

     (iv) makes a general assignment for the benefit of its creditors, or

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

     (i) is for relief against the Company or any of its Significant Subsidiaries;

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

     (iii) orders the liquidation of the Company or any of its Significant Subsidiaries;

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

     The Company is required to notify the Trustee in writing within five business days upon becoming aware of the occurrence of any Event of Default under this Supplemental Indenture known to the Company. The Trustee shall not be deemed to have notice or be charged with knowledge of any Event of Default unless written notice of such Event of Default from the Company or any Holder is received by the Trustee at its corporate trust office, and such notice references the Notes and this Supplemental Indenture.

     Section 4.02 Sole Remedy for Failure to Report. Notwithstanding any other provision of the Indenture, if the Company so elects, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations under Section 3.05 will, for the period beginning on the 91st calendar day after the written notice of the occurrence of such failure to report from the Trustee or Holders of 25% of the outstanding principal amount of the Notes, consist exclusively of the right to receive additional interest on the Notes at a rate equal to 0.25% per annum of the principal amount of the Notes (the “ Additional Interest ”). This Additional Interest will be payable in the same manner and on the same dates as the stated interest payable on the Notes. If the Company so elects, this Additional Interest will accrue on all outstanding Notes from and including the 91st day following the date of such written notice of the failure to comply with Section 3.05 to but not including the date on which the Event of Default relating to the reporting obligations as set forth in Section 3.05 shall have been cured or waived. On the 180th calendar day after the commencement of such Additional Interest (if such violation is not cured or waived prior to such 180th calendar day), the Notes will be subject to acceleration upon written notice from the Trustee or holders of 25% of the outstanding principal amount of the Notes.

     In order to exercise the extension right and elect to pay the Additional Interest as the sole remedy following the occurrence of any Event of Default relating to the failure to comply with Section 3.06 in accordance with the preceding paragraph, the Company must notify all Noteholders and the Trustee and Paying Agent of such election prior to the close of business on the 91st calendar day after the written notice to the Company of such failure to report (or, if such date is not a Business Day, on the first Business Day thereafter). Upon the Company’s failure to timely give such notice, the Notes will be subject to acceleration as provided above.

     Notwithstanding the preceding paragraph, if an Event of Default occurs under any other series of the Company’s debt securities issued subsequent to the issuance of the Notes resulting from its failure to comply with such reporting obligations and such Event of Default is not subject to extension on terms similar to the above and results in the principal amount of such debt securities becoming due and payable, then the extension right will no longer apply and the Notes will be subject to acceleration as provided above.

     For the avoidance of doubt, the provisions of this Section 4.02 will not affect the rights of Noteholders in the event of the occurrence of any other Event of Default.

Section 4.03 Acceleration.

     In the case of an Event of Default specified in clause (h) or (i) of Section 4.01 hereof, with respect to the Company or any Significant Subsidiary, the principal amount of all outstanding Notes and any accrued interest thereon through the date of such event will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all outstanding Notes and any accrued interest thereon through the date of such declaration to be due and payable immediately.

     Upon any such declaration, the Notes shall become due and payable immediately.

     The holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Noteholders, rescind an acceleration or waive any existing default or Event of Default and its consequences under this Indenture except a continuing default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes.

Section 4.04 Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

     The Trustee may commence and maintain a suit or other proceeding to collect any indebtedness or enforce its rights or the rights of the Holders even if it does not possess any of the Notes or does not produce any of them in the proceeding, but will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of Notes unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 4.05 Waiver of Past Defaults.

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

     (a) a continuing default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes (including in connection with an offer to purchase); or

     (b) a continuing default or Event of Default in the delivery of cash, Common Stock or other consideration due upon conversion of any Note.

     Section 4.06 Control by Majority.

     Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be prejudicial to the rights of other holders of Notes or that may involve the Trustee in personal liability.

Section 4.07 Limitation on Suits.

     Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder of a Note may institute any suit, action, or proceeding for the enforcement of the Supplemental Indenture and applicable provisions of the Base Indenture for execution of any trust under this Supplemental Indenture, and may not pursue any remedy against the Trustee with respect to this Supplemental Indenture or the Notes unless:

     (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing;

     (ii) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested in writing the Trustee to pursue the remedy;

     (iii) such Noteholders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

     (iv) the Trustee has not complied with such written request within 15 days after the receipt of the request and the offer of security or indemnity; and

     (v) Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction or instruction inconsistent with such request within such 15-day period.

     A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 4.08 Rights of Holders of Notes to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 4.09 Collection Suit by Trustee.

     If an Event of Default specified in Section 4.01(a) or (b) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and after provision for such costs and expenses, such trust shall be for the ratable benefit of the Holders in respect of which such judgment has been recovered.

Section 4.10 Trustee May File Proofs of Claim.

     In case of any judicial proceeding relative to the Company (or any other obligor upon the Notes), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the TIA in order to have claims of

the Noteholders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607 of the Base Indenture.

     No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 4.11 Priorities.

     If the Trustee collects any money pursuant to this Article 4, it shall pay out the money in the following order:

      First : to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

      Second : to holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and

      Third : to the Company or to such party as a court of competent jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to holders of Notes pursuant to this Section 4.11.

Section 4.12 Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 4.12 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 4.08 hereof, or a suit by holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE 5
Modifications and Amendments

     Section 5.01 Modifications and Amendments Without Consent of Noteholders.

     With respect to the Notes, the numbered paragraphs (1) through (12) in Section 901 of the Base Indenture shall be replaced in their entirety with the following:

     (a) to evidence a successor to the Company and the assumption by that successor of the Company’s obligations under the Indenture and the Notes;

     (b) to add to the Company’s covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company;

     (c) to secure the Company’s obligations in respect of the Notes;

     (d) to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture;

     (e) to comply with the requirements of the Commission in order to effect or maintain qualification of the Indenture under the Trust Indenture Act, as contemplated by the Indenture or otherwise;

     (f) to provide for conversion rights of Holders if any reclassification or change of common stock or any consolidation, merger or sale of all or substantially all of the Company’s property and assets occurs or otherwise comply with the provisions of the Indenture in the event of such a transaction;

     (g) to increase the Conversion Rate in accordance with the terms of the Notes;

     (h) to cure any ambiguity, omission, defect or inconsistency in the Indenture; or

     (i) to make any change that does not adversely affect the rights of the Holders in any material respect;

     (j) to conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” section of the Company’s prospectus supplement, dated August 13, 2008, relating to the initial offering of the Notes;

     (k) to permit the authentication and delivery of additional Notes; or

     (l) to provide for uncertificated notes in addition to or in place of certificated notes.

     Section 5.02 Modifications and Amendments With Consent of Holders of Notes.

     With respect to the Notes, numbered paragraphs (1) through (3) in Section 902 of the Base Indenture shall be replaced in its entirety with the following:

     (a) alter the manner of calculation or rate of accrual of interest on the Note or change the time of payment of any installment of interest;

     (b) make the Note payable in money or securities other than that stated in the Note;

     (c) change the stated maturity of the Note;

     (d) reduce the principal amount or Fundamental Change Repurchase Price with respect to the Note;

     (e) make any change that adversely affects the rights of a Holder to convert the Note or, except as provided for in this Indenture, changes the consideration to be received upon any such conversion;

     (f) make any change that adversely affects the right to require the Company to purchase the Note;

     (g) impair the right to institute suit for the enforcement of any payment with respect to the Note or with respect to conversion of the Note; or

     (h) reduce the percentage in principal amount of the Notes, the consent of whose holders is required in order to modify or amend the Indenture or waive any past defaults in the payment of principal, premium, if any, or interest on the Notes.

ARTICLE 6
Consolidation, Merger, Sale, Conveyance and Lease

     Section 6.01 Company May Consolidate, Etc. on Certain Terms. Notwithstanding anything to the contrary in Section 801 of the Base Indenture, the Company shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of the Company’s properties and assets to any successor Person in a single transaction or series of related transactions, unless:

     (a) either:

     (i) the resulting, continuing, surviving or transferee Person is the Company; or

     (ii) the resulting, continuing, surviving or transferee Person, if other than the Company, is organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and the Indenture;

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

     (c) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the transaction and such supplemental indenture comply with the Indenture.

     Any reference in the Base Indenture to Section 801 therein shall, for the Notes, be deemed a reference to this Section 6.01.

ARTICLE 7
Conversion of Notes

     Section 7.01 Right to Convert.

     (a) Subject to the provisions of this Article 7, on or prior to the close of business on the Business Day immediately preceding the Maturity Date, each Noteholder shall have the right, at such Noteholder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Noteholder’s Note into cash, and, if applicable, Common Stock as provided herein. The o