FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.2

EXECUTION VERSION

US AIRWAYS GROUP, INC.

as Issuer

AND

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

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of May 13, 2009

$172,500,000

7.25% Convertible Senior Notes due 2014

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

           FIRST SUPPLEMENTAL INDENTURE , dated as of May 13, 2009 (this “ Supplemental Indenture ”), between US Airways Group, Inc., a Delaware corporation (the “ Company ”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”), to the indenture, dated as of as of May 13, 2009 (the “ Base Indenture ”), between the Company and the Trustee.

          WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide for, among other things, the issuance from time to time of the Company’s debt securities in one or more series as might be authorized under the Base Indenture;

          WHEREAS, the Base Indenture provides that the Company and the Trustee may enter into an Indenture supplemental to the Base Indenture to establish the form and terms of any series of Securities (as defined in Section 1.01 of the Base Indenture) as provided by Section 2.01 of the Base Indenture;

          WHEREAS, the Company desires to enter into this Supplemental Indenture to provide for the establishment of a series of Securities (as defined in Section 1.01 of the Base Indenture) to be known as the 7.25% Convertible Senior Notes due 2014 (each such Security being hereinafter called a “ Note ”), the form, substance, terms, provisions and conditions of which shall be set forth in Article 2 of the Base Indenture as supplemented by this Supplemental Indenture, as the same may be further amended and supplemented from time to time (being hereinafter called this “ Indenture ”);

          WHEREAS, the Board of Directors of the Company has duly adopted resolutions authorizing the Company to issue the Notes provided for in this Supplemental Indenture; and

          WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture and has satisfied all requirements necessary to make (i) this Supplemental Indenture a valid instrument in accordance with its terms and (ii) the Notes provided for hereby, when executed and delivered by the Company and authenticated by the Trustee, a series of Securities (as defined in Section 1.01 of the Base Indenture) that are the valid obligations of the Company.

WITNESSETH:

          NOW THEREFORE, each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Notes:

ARTICLE 1
DEFINITIONS

          Section 1.01. Definitions . Unless otherwise specified herein or the context otherwise requires:

          (a) a term defined in the Base Indenture has the same meaning when used in this Supplemental Indenture unless the definition of such term is amended or supplemented pursuant to this Supplemental Indenture;

          (b) the terms defined in this Article and in this Supplemental Indenture include the plural as well as the singular;

          (c) a reference to a Section or Article is to a Section or Article of this Supplemental Indenture;

          (d) Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof; and

          (e) the following terms have the meanings given to them in this Section 1.01(e):

          “ Additional Interest ” means all amounts, if any, payable pursuant to Section 3.07.

          “ Base Indenture ” has the meaning set forth in the recitals hereto.

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

          “ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which the banking institutions in New York City are authorized or obligated by law or executive order to close or be closed.

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

          “ Cash Settlement Averaging Period ” means, with respect to any Note surrendered for conversion, the twenty consecutive Trading Day period beginning on, and including, the third Trading Day immediately following the Conversion Date for such Note; provided that, with respect to any Conversion Date occurring during the period beginning on, and including, March 15, 2014 and ending at the close of business on the second Scheduled Trading Day immediately prior to the Maturity Date, the “ Cash Settlement Averaging Period ” means the twenty consecutive Trading Day period beginning on, and including, the twenty-second Scheduled Trading Day prior to the Maturity Date.

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

          “ Commission ” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934.

          “ Common Equity ” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

          “ Common Stock ” means, subject to Section 5.06(b), shares of common stock of the Company, par value $0.01 per share, 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.

          “ Continuing Director ” means a director who either was a member of the Board of Directors on May 13, 2009 or who becomes a member of the Board of Directors subsequent to that date and whose election, appointment or nomination for election by the stockholders of the Company is duly approved by a majority of the Continuing Directors on the Board of Directors 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 entire Board of Directors in which such individual is named as nominee for director.

          “ Company ” has the meaning set forth in the recitals hereto.

          “ Conversion Agent ” has the meaning specified in Section 5.08.

          “ Conversion Date ” has the meaning specified in Section 5.02(c).

          “ Conversion Obligation ” has the meaning specified in Section 5.01(a).

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

          “ Conversion Rate ” has the meaning specified in Section 5.01(a).

          “ Custodian ” means the Trustee, as custodian for the Depositary, with respect to the Global Notes, or any successor entity thereto.

          “ Daily Conversion Value ” means, for each of the twenty consecutive Trading Days during the Cash Settlement Averaging Period, one-twentieth (1/20th) of the product of (a) the then-applicable Conversion Rate on such Trading Day and (b) the Daily VWAP of the Common Stock on such Trading Day.

          “ Daily Measurement Value ” is equal to the Specified Dollar Amount, divided by twenty.

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

     (a) cash equal to the lesser of the Daily Measurement Value and the Daily Conversion Value for such Trading Day; and

     (b) to the extent the Daily Conversion Value for such Trading Day exceeds the Daily Measurement Value, a number of shares of Common Stock equal to the Daily Share Amount.

          “ Daily Share Amount ” means, to the extent the Daily Conversion Value exceeds the Daily Measurement Value, (i) the difference between the Daily Conversion Value and the Daily Measurement Value, divided by (ii) the Daily VWAP of the Common Stock for such Trading Day.

          “ Daily VWAP ” for the Common Stock, in respect of any Trading Day, means the per share volume-weighted average price on the New York Stock Exchange as displayed under the heading “Bloomberg VWAP” on Bloomberg page “LCC.N <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled opening of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day as determined by the Board of Directors (or a committee thereof) in a commercially reasonable manner,

using a volume-weighted average price method) and will be determined without regard to after hours trading or any other trading outside of the regular trading session.

          “ Depositary ” means, with respect to the Global Notes the Person specified as the depositary with respect to such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “ Depositary ” shall mean or include such successor.

          “ Effective Date ” has the meaning specified in Section 5.03(a).

          “ Event of Default ” has the meaning specified in Section 3.01.

          “ 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.

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

          “ Expiration Date ” has the meaning specified in Section 5.04(e).

          “ Expiration Time ” has the meaning specified in Section 5.04(e).

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

     (a) any “person” or “group” (within the meaning of Section 13(d) of the Exchange Act) other than the Company or its Subsidiaries files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common Equity representing more than 50% of the voting power of the Company’s Common Equity;

     (b) consummation of any binding share exchange, exchange offer, tender offer, consolidation or merger of the Company pursuant to which all or substantially all of the Common Stock will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one or more of the Company’s Subsidiaries; (any such exchange, offer, consolidation, merger, transaction or series of transactions being referred to in this definition as an “event”); provided , however , that any such event where the holders of more than 50% of the outstanding shares of Common Stock immediately prior to such event, own, directly or indirectly, more than 50% of all classes of the common equity of the continuing or surviving person or transferee or the parent thereof immediately after such event shall not be a Fundamental Change;

     (c) the first day on which Continuing Directors cease to constitute at least a majority of the Board of Directors;

     (d) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or

     (e) the Common Stock (or other common stock into which the Notes are then convertible) ceases to be listed on at least one U. S. national securities exchange,

provided , however , in the case of an event described in clause (b) above, if (1) at least 90% of the consideration, excluding cash payments for fractional shares, in the transaction or event constituting the Fundamental Change consists of shares of Publicly Traded Securities, and (2) as a result of the event, the Notes become convertible into such Publicly Traded Securities, excluding cash payments for fractional shares (subject to the provisions of Section 5.02(a)), such event shall not be a Fundamental Change (including under clause (c) above); provided , further , if any transaction in which the Common Stock is replaced by the securities of another entity shall occur, following completion of any related Make-Whole Fundamental Change period and any related Fundamental Change Repurchase Date, references to the Company in this definition shall instead apply to such other entity; and provided , further , that any filing that would otherwise constitute a Fundamental Change under clause (a) above shall not constitute a Fundamental Change if (x) the filing occurs in connection with a transaction in which the Common Stock is replaced by the securities of another entity (including a parent entity) and (y) no such filing is made or is in effect with respect to common equity representing more than 50% of the voting power of such other entity.

          For purposes of this definition, whether a “ person ” is a “ beneficial owner ” shall be determined in accordance with Rule 13d-3 under the Exchange Act and “person” includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

          “ Fundamental Change Company Notice ” has the meaning specified in Section 6.01(b).

          “ Fundamental Change Expiration Time ” has the meaning specified in Section 6.01(b)(ix).

          “ Fundamental Change Repurchase Date ” has the meaning specified in Section 6.01(a).

          “ Fundamental Change Repurchase Notice ” has the meaning specified in Section 6.01(a)(i).

          “ Fundamental Change Repurchase Price ” has the meaning specified in Section 6.01(a).

          “ Global Note ” means a Note in global form registered in the name of the Depositary or its nominee.

          “ Indenture ” has the meaning set forth in the recitals hereto.

          “ Interest Payment Date ” means each May 15 and November 15 of each year, beginning on November 15, 2009; provided , however , that if any Interest Payment Date falls on a date that is not a Business Day, such payment of interest (including Additional Interest, if any) (or principal in the case of the Maturity Date) will be postponed until the next succeeding Business Day, and no interest or other amount will be paid as a result of such postponement.

          “ Interest Record Date, ” with respect to any Interest Payment Date, means the May 1 or November 1 (whether or not such day is a Business Day) immediately preceding the relevant 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. The Last Reported Sale Price will be determined without reference to after-hours or extended market trading. If the Common Stock is not listed for trading on a U.S. national securities exchange on the relevant date, then the “Last Reported Sale Price” of the Common Stock will be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by Pink OTC Markets Inc. or similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” of the Common Stock will be determined by a U.S. nationally recognized independent investment banking firm selected by the Company for this purpose.

          “ Make-Whole Conversion Rate Adjustment ” has the meaning specified in Section 5.03(a).

          “ Make-Whole Fundamental Change ” means any transaction or event that constitutes a Fundamental Change under clause (a) or (b) of the definition thereof (in the case of any Fundamental Change described in clause (b) of the definition thereof, determined without regard to the proviso in such clause (b) but subject to the three provisos immediately following clause (e) of the definition of Fundamental Change.

          “ Make-Whole Fundamental Change Period ” has the meaning specified in Section 5.03(a).

          “ Market Disruption Event ” means (a) a failure by the primary exchange or quotation system on which the Common Stock trades or is quoted, as the case may be, to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Trading Day for the Common Stock of an aggregate one-half hour period, 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.

          “ Maturity Date ” means May 15, 2014.

          “ Merger Event ” has the meaning specified in Section 5.06.

          “ Note ” has the meaning specified in the Preamble.

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

          “ Notice of Conversion ” has the meaning specified in Section 5.02(b).

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

          “ Paying Agent ” means any Person (including the Company acting as Paying Agent) authorized by the Company to pay the principal of or interest (including Additional Interest, if any) of any Notes on behalf of the Company.

          “ Person ” means an individual, a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an unincorporated organization or a government or an agency or a political subdivision thereof.

          “ Predecessor Note ” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.07 of the Base Indenture in lieu of or in exchange for a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note that it replaces.

          “ Prospectus ” means the prospectus dated October 4, 2006 as supplemented by the final prospectus supplement dated May 7, 2009 relating to the offering and sale of the Notes.

          “ Publicly Traded Securities ” means shares of common stock that are traded on a national securities exchange or that will be so traded when issued or exchanged in connection with a Fundamental Change described in clause (a) or (b) of the definition thereof.

          “ Record Date ” has the meaning specified in Section 5.04(f).

          “ Reference Property ” has the meaning specified in Section 5.06(b).

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

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

          “ Settlement Amount ” has the meaning specified in Section 5.02(a).

          “ Settlement Method ” means, with respect to a conversion of Notes, the relative proportions of cash and/or shares of Common Stock with which such conversion is settled under this Indenture, as elected (or deemed elected) by the Company.

          “ Settlement Notice ” has the meaning specified in Section 5.02(a)(iii).

          “ Significant Subsidiary ” means, at any date of determination, any Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X promulgated under the Securities Act as in effect on the date of this Supplemental Indenture.

          “ Specified Dollar Amount ” means an amount of cash per $1,000 principal amount of a converted Note specified by the Company in the Settlement Notice related to such converted Note.

          “ Spin-Off ” has the meaning specified in Section 5.04(c).

          “ Stock Price ” means (a) in the case of a Make-Whole Fundamental Change described in clause (b) of the definition of 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, and including, 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 Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, during such five consecutive Trading Day period.

          “ Successor Company ” means the resulting, surviving or transferee Person resulting from the merger, consolidation, sale or lease of substantially all of its assets of the Company.

          “ Supplemental Indenture ” has the meaning set forth in the recitals hereto.

          “ Trading Day ” means a day during which trading in the Common Stock generally occurs on the primary exchange or quotation system on which Common Stock then trades or is quoted and there is no Market Disruption Event. If the Common Stock (or other security for which a Last Reported Sale Price or Daily VWAP must be determined) is not so traded or quoted, “ Trading Day ” means “ Business Day. ”

          “ Trigger Event ” has the meaning specified in Section 5.04(c).

          “ Trustee ” has the meaning set forth in the recitals hereto.

          “ Valuation Period ” has the meaning specified in Section 5.04(c).

          “ Weighted Average Consideration ” has the meaning specified in Section 5.06(c)(iv).

ARTICLE 2
ISSUE, DESCRIPTION, EXECUTION, REGISTRATION
AND EXCHANGE OF NOTES

          Section 2.01. Designation and Amount . The Notes shall be designated as the “7.25% Convertible Senior Notes due 2014.” The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $172,500,000, and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.05, Section 2.06 and Section 2.07 of the Base Indenture and Section 4.04, Section 5.02 and Section 6.03 hereof. The Company may, without the consent of the Noteholders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes in an unlimited aggregate principal amount, provided that no such additional Notes may be issued unless they will be fungible with the Notes for U.S. federal income tax and securities law purposes.

          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 Indenture.

          Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary, any regulatory body or required to comply with any applicable law or regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject.

          Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this 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 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.

          A 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 a 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 Indenture. Payment of principal (including any Fundamental Change Repurchase Price), accrued and unpaid interest and Additional Interest, if any, on a 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.

          The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

          Section 2.03. Date and Denomination of Notes; Payments of Interest . The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess 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 (including Additional Interest, if any) 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 Note) is registered on the Security 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 (including Additional Interest, if any) payable on such Interest Payment Date. Interest (including Additional Interest, if any) shall be payable at the office or agency of the Company maintained by the Company for such purposes in The Borough of Manhattan, City of New York, which shall initially be the office of the Trustee. The Company shall pay interest (including Additional Interest, if any) (a) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Security Register or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.

ARTICLE 3
DEFAULTS AND REMEDIES

          Section 3.01. Events of Default . Each of the following shall be an “ Event of Default ”:

          (a) default in the payment in respect of the principal of any Note at its maturity upon required repurchase, upon declaration of acceleration or otherwise;

          (b) default in the payment of any interest (including Additional Interest, if any) upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

          (c) default in the performance, or breach, of any covenant or agreement of the Company in this Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (a), (b), (d), (f) or (g) of this Section 3.01), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Outstanding Notes;

          (d) a default or defaults under any bonds, debentures, notes or other evidences of indebtedness (other than the Notes) by the Company or any Subsidiary that is a Significant Subsidiary (or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) having, individually or in the aggregate, a principal or similar amount outstanding of at least $75.0 million, whether such indebtedness now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such indebtedness prior to its express maturity or shall constitute a failure to pay at least $75.0 million of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto, without such indebtedness having been paid or discharged within a period of 30 days after the occurrence of such indebtedness becoming or being declared due and payable or the failure to pay, as the case may be;

          (e) the failure to comply with the obligations to convert the Notes into Common Stock, cash or a combination of cash and Common Stock, as applicable, in accordance with Section 5.02 upon exercise of a holder’s conversion right and such failure continues for five days;

          (f) the failure to timely issue a Fundamental Change Company Notice in accordance with Section 6.01(b); or

          (g) (i) the Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of the Bankruptcy Law:

     (a) commences a voluntary case,

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

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

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

     (e) generally is not paying its debts as they become due; or

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

     (a) is for relief against the Company or any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;

     (b) appoints a custodian of the Company or any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Subsidiaries; or

     (c) orders the liquidation of the Company or any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary and the order or decree remains unstayed and in effect for 60 consecutive days.

          Section 3.02. Acceleration . In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 3.01(g) with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company, or a group of Subsidiaries of the Company that in aggregate would constitute a Significant Subsidiary of the Company), unless the principal of all of the Notes shall have already become due and payable (or waived), either the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then Outstanding by notice in writing to the Company (and to the Trustee if given by Noteholders), may declare 100% of the principal of and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding.

          If an Event of Default specified in Section 3.01(g) with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company, or a group of Subsidiaries of the Company that in aggregate would constitute a Significant Subsidiary of the Company) occurs and is continuing, the principal of all the Notes and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, shall be immediately due and payable. This provision, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest and accrued and unpaid Additional Interest, if any, upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and accrued and unpaid Additional Interest, if any (to the extent that payment of such interest is enforceable under applicable law), and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06 of the Base Indenture, then and in every such case the holders of a majority in aggregate principal amount of the Notes then Outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes (other than a Default or an Event of Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due upon conversion) and rescind and annul such declaration and its consequences (other than a declaration or consequences, as the case may be, resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due upon conversion) and such Default (other than a Default

resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due upon conversion) shall cease to exist, and any Event of Default arising therefrom (other than a Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due upon conversion) shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. In case the Trustee shall have initiated proceedings to enforce any right with respect to the Notes and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case, subject to any determination in such proceedings, the Company and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.

          Section 3.03. Collection of Indebtedness and Suits for Enforcement by Trustee .

          (a) The Company covenants that (i) in case it shall default in the payment of any installment of interest (including Additional Interest, if any) on any of the Notes, and such default shall have continued for a period of 90 Business Days, (ii) in case it shall default in the payment of the principal of any of the Notes when the same shall have become due and payable, whether upon maturity of the Notes or upon redemption or upon declaration or otherwise, (iii) in case it shall fail to repurchase any Notes when required or (iv) in case it shall fail to deliver cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, when required, upon conversion of the Notes, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Notes, the whole amount that then shall have become due and payable on all such Notes for principal or interest (including Additional Interest, if any), or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest (including Additional Interest, if any) at the rate per annum expressed in the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee under Section 7.06 of the Base Indenture.

          (b) If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law or equity out of the property of the Company or other obligor upon the Notes, wherever situated.

          (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Notes allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06 of the Base Indenture; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Notes to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such

payments directly to such Noteholders, to pay to the Trustee any amount due it under Section 7.06 of the Base Indenture.

          (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Notes, may be enforced by the Trustee without the possession of any of such Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06 of the Base Indenture, be for the ratable benefit of the holders of the Notes.

          In case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem appropriate to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

          Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

          Section 3.04. Application of Moneys Collected. Any moneys collected by the Trustee pursuant to this Article with respect to the Notes shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium, if any) or interest (including Additional Interest, if any), upon presentation of the Notes, and notation thereon of the payment, if only partially paid, and upon surrender thereof if fully paid:

FIRST: To the payment of all obligations of the Company under Section 7.06(a) of the Base Indenture to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances and the Trustee shall have a lien upon such moneys collected to satisfy such payment obligations;

SECOND: To the payment of the amounts then due and unpaid upon the Notes for principal and interest (including Additional Interest, if any), including, for the avoidance of doubt, amounts payable in respect of any Conversion Obligation payable in settlement thereof, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal and interest (including Additional Interest, if any), respectively; and

THIRD: To the payment of the remainder, if any, to the Company or any other Person lawfully entitled thereto.

          Section 3.05. Limitation on Suits. No holder of any Note shall have any right by virtue of or by availing itself of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount of the Notes then Outstanding shall have made written request to the Trustee to institute such

action, suit or proceeding in its own name as Trustee hereunder; (iii) such holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it against any loss, liability or expense to be incurred therein or thereby, (iv) the Trustee for sixty days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (v) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the holders of a majority in principal amount of the Notes Outstanding within such sixty-day period pursuant to Section 3.08; it being understood and intended, and being expressly covenanted by the taker and holder of every Note with every other taker and holder and the Trustee that no one or more Noteholders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholder, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Noteholders (except as otherwise provided herein). For the protection and enforcement of this Section 3.05, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

          Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Noteholder to receive payment of the principal of (including the Fundamental Change Repurchase Price upon repurchase pursuant to Section 6.01), and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment on or after such respective dates against the Company shall not be impaired or affected without the consent of such Noteholder.

          Anything in this Indenture or the Notes to the contrary notwithstanding, the holder of any Note, without the consent of either the Trustee or the holder of any other Note, in its own behalf and for its own benefit, may enforce, and may institute and maintain any proceeding suitable to enforce, its rights of conversion as provided herein.

          Section 3.06. Rights and Remedies Cumulative; Delay or Omission Not Waiver. Except as otherwise provided in Section 2.07 of the Base Indenture, all powers and remedies given by this Article to the Trustee or to the Noteholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise established with respect to such Securities.

          No delay or omission of the Trustee or of any holder of any of the Notes to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 3.05, every power and remedy given by this Article or by law to the Trustee or the Noteholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Noteholders.

          Section 3.07. Additional Interest . Notwithstanding anything in this Indenture or in the Notes to the contrary, if the Company so elects, the sole remedy of Noteholders for an Event of Default relating to any obligation to file reports as required under Section 5.03 of the Base Indenture (as amended by Section 7.01 hereof) shall, for the first 180 days after the occurrence of such an Event of Default which will be the 60th day after written notice is provided to the Company in accordance with Section 3.01(c)), consist exclusively of the right to receive Additional Interest on the Notes at an annual rate equal to (x) 0.25% of the Outstanding principal amount of the Notes for the first 90 days an Event of Default is continuing in such 180-day period and (y) 0.50% of the Outstanding principal amount of the Notes for the

remaining 90 days an Event of Default is continuing in such 180-day period. Additional Interest shall be payable in arrears on each Interest Payment Date following the occurrence of such Event of Default in the same manner as regular interest on the Notes. The Company may elect to pay Additional Interest as the sole remedy under this Section 3.07 by giving notice to the holders, the Trustee and Paying Agent of such election on or before the close of business on the 5th Business Day after the date on which such Event of Default otherwise would occur. If the Company fails to timely give such notice or pay Additional Interest, the Notes will be immediately subject to acceleration as provided in Section 3.02. On the 181st day after such Event of Default (if such violation is not cured or waived prior to such 181st day), the Notes will be subject to acceleration as provided in Section 3.02. This Section 3.07 shall not affect the rights of the Noteholders in the event of the occurrence of any other Event of Default. In the event the Company does not elect to pay Additional Interest upon an Event of Default in accordance with this Section 3.07, the Notes will be subject to acceleration as provided in Section 3.02. Whenever in the Base Indenture there is mentioned, in any context, the payment of 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 this Section 3.07 to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof pursuant to the provisions of such sections, and express mention of the payment of Additional Interest (if applicable) in any provision shall not be construed as excluding Additional Interest in those provisions where such express mention is not made.

          Section 3.08. Direction of Proceedings and Waiver of Defaults by Majority of Noteholders . The holders of a majority in aggregate principal amount of the Notes at the time Outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to Notes; provided , however , that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Notes at the time Outstanding may on behalf of the holders of all of the Notes waive any past Default or Event of Default hereunder (except (i) a default with respect to the nonpayment of principal or interest, including Additional Interest, if any, (ii) a failure by the Company to repurchase any Notes when required or (iii) a failure by the Company to deliver cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, upon conversion of the Notes) and rescind any acceleration with respect to the Notes and its consequences if (a) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the nonpayment of the principal of and interest, including Additional Interest, if any, on the Notes that have become due solely by such declaration of acceleration, have been cured or waved. Upon any such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 3.08, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

          Section 3.09. Notice of Defaults . The Trustee shall, within ninety days after the occurrence and continuance of a Default of which a Responsible Officer has actual knowledge, mail to all Noteholders as the names and addresses of such holders appear upon the Security Register, notice of all Defaults known to a Responsible Officer, unless such Defaults shall have been cured or waived before the giving of such notice; and provided that , except in the case of a Default in the payment of the principal of, accrued and unpaid interest or accrued and unpaid Additional Interest, if any, on any of the Notes, including without limiting the generality of the foregoing any Default in the payment of any Fundamental

Change Repurchase Price, then in any such event the Trustee shall be protected in withholding such notice if and so long as a committee of Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Noteholders. The Company is required to deliver to the Trustee, within 30 days of the occurrence thereof, written notice of any events which would constitute a default, their status and what action the Company is taking or proposes to take in respect thereof.

          Section 3.10. Undertaking to Pay Costs . All parties to this Indenture agree, and each holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard for the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 3.10 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 10% in principal amount of the Notes at the time Outstanding, or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of accrued and unpaid interest or accrued and unpaid Additional Interest, if any, on any Note (including, but not limited to, the Fundamental Change Repurchase Price with respect to the Notes being repurchased as provided in this Indenture) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note in accordance with the provisions of Article 5.

ARTICLE 4
SUPPLEMENTAL INDENTURES

          Section 4.01. Supplemental Indentures Without Consent of Noteholders . The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental to this Indenture for one or more of the following purposes:

          (a) to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes in a manner that does not materially adversely affect the rights of any holder;

          (b) to conform the terms of the Indenture or the Notes to the description thereof in the Prospectus;

          (c) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 10 of the Base Indenture (as amended by Section 7.01 hereof);

          (d) to add guarantees with respect to the Notes;

          (e) to secure the Notes;

          (f) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the Noteholders or surrender any right or power conferred upon the Company;

          (g) to make any change that does not materially adversely affect the rights of any holder of Notes or to execute and deliver a supplemental indenture pursuant to the provisions of Section 5.06 of this Supplemental Indenture;

          (h) to appoint a successor Trustee with respect to the Notes; or

          (i) to comply with any requirements of the Trust Indenture Act.

          For the avoidance of doubt, this Article 4 shall not prevent the Company from entering into indentures supplemental to the Base Indenture for the purpose of establishing or amending the terms and conditions applicable to any series of Securities other than the Notes; provided that such supplemental indenture shall have no applicability to the Notes other than as permitted hereby and provided therein.

          Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

          Any supplemental indenture authorized by the provisions of this Section 4.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 4.02.

          Section 4.02. Supplemental Indentures With Consent of Noteholders . With the consent of the holders of at least a majority in aggregate principal amount of the Notes at the time Outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes or waiving any past default; provided , however , that no such supplemental indenture shall:

          (a) reduce the percentage in aggregate principal amount of Notes Outstanding necessary to modify or amend this Indenture or to waive any past Default or Event of Default;

          (b) reduce the rate or extend the stated time for payment of interest, including Additional Interest, if any, on any Note;

          (c) reduce the principal of, or extend the Maturity Date of, any Note;

          (d) make any change that impairs or adversely affects the conversion rights of any Notes;

          (e) reduce the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

          (f) make any Note payable in a currency other than that stated in the Note or change any Note’s place of payment;

          (g) change the ranking of the Notes; or

          (h) impair the right of any holder to receive payment of principal of and interest, including Additional Interest, if any, on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,

in each case without the consent of each holder of an Outstanding Note affected.

          Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject only to Section 4.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

          It shall not be necessary for the consent of the Noteholders under this Section 4.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. After an amendment under this Indenture becomes effective, the Company shall provide all the holders a notice briefly describing such amendment. However, the failure to give such notice to all the holders, or any defect in the notice, will not impair or affect the validity of the amendment.

          Section 4.03. Effect of Supplemental Indentures . Upon the execution of any supplemental indenture pursuant to the provisions of this Article 4, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

          Section 4.04. Notation on Notes . Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article 4 may, at the Company’s expense, bear a notation as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may, at the Company’s expense, be prepared and executed by the Company, authenticated by the Trustee or Authenticating Agent and delivered in exchange for the Notes then Outstanding, upon surrender of such Notes then Outstanding.

          Section 4.05. Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee . In addition to the documents required by Section 13.07 of the Base Indenture, the Trustee shall be entitled to receive, upon request, an Officers’ Certificate and/or an Opinion of Counsel (each as defined in Section 1.01 of the Base Indenture) to the effect that any supplemental indenture executed pursuant hereto complies with the requirements of this Article 4 and is permitted or authorized by the Indenture and may rely on any such Officers’ Certificate and/or Opinion of Counsel as conclusive evidence that such supplemental indenture so complies and is so permitted or authorized.

          Section 4.06. Notice of Execution of Supplemental Indenture . After the execution by the Company and the Trustee of any supplemental indenture with respect to the Notes pursuant to the provisions of this Article, the Trustee shall provide a written notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Noteholders affected thereby as their names and addresses appear upon the Security Register. Any failure of the Trustee to provide

such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

ARTICLE 5
CONVERSION OF NOTES

          Section 5.01. Conversion Privilege .

          (a) Upon compliance with the provisions of this Article 5, a Noteholder shall have the right, at such holder’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 Note prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate (the “ Conversion Rate ”) of 218.8184 shares of Common Stock (subject to adjustment as provided in Section 5.03 and Section 5.04) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 5.02, the “ Conversion Obligation ”).

          Section 5.02. Conversion Procedure .

          (a) Subject to this Section 5.02, upon any conversion of any Note, the Company shall deliver to converting Noteholders, in respect of each $1,000 principal amount of Notes being converted, solely cash, solely shares of Common Stock or a combination of cash and Common Stock (the “ Settlement Amount ”), at the Company’s election, as set forth in this Section 5.02.

     (i) All conversions on or after March 15, 2014 will be settled using the same Settlement Method.

     (ii) Prior to March 15, 2014, the Company will elect (or be deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Date. Except for any conversions that occur on or after March 15, 2014, the Company need not elect the same Settlement Method with respect to conversions that occur on different Trading Days.

     (iii) If, in respect of any Conversion Date (or the period beginning on, and including, March 15, 2014 and ending on, and including, the second Scheduled Trading Day immediately preceding the Maturity Date, as the case may be), the Company elects to deliver a notice (the “ Settlement Notice ”) of the relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be), the Company, through the Trustee, shall deliver such Settlement Notice to converting Noteholders no later than the second Business Day immediately following the relevant Convers