First Supplemental Indenture

Exhibit 4.2

ONYX PHARMACEUTICALS, INC.

as Issuer

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

First Supplemental Indenture

Dated as of August 12, 2009

to

Indenture dated as of August 12, 2009

TABLE OF CONTENTS

i

Signatures
Schedule A
Exhibit A

     FIRST SUPPLEMENTAL INDENTURE dated as of August 12, 2009 (“ Supplemental Indenture ”), to the Indenture dated as of August 12, 2009 (as amended, modified or supplemented from time to time in accordance therewith, the “ Base Indenture ” and, as amended, modified and supplemented by this Supplemental Indenture, the “ Indenture ”), by and among ONYX PHARMACEUTICALS, INC., a Delaware corporation (the “ Company ”) and WELLS FARGO BANK, NATIONAL ASSOCIATION as trustee (the “ Trustee ”).

RECITALS OF THE COMPANY

     WHEREAS, the Company has duly authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time of senior debt securities (the “ Securities ”) to be issued in one or more series as provided in the Base Indenture;

     WHEREAS, Section 2.01 of the Base Indenture provides for the Company to establish Securities of any series pursuant to an indenture supplemental, and Section 9.01(g) of the Base Indenture provides for the Company and the Trustee to enter into any such indenture supplemental to provide for the issuance and establish the form or terms of Securities of such series as permitted by Section 2.01 of the Indenture without the consent of any Holders;

     WHEREAS, the Board of Directors has duly adopted resolutions authorizing the Company to execute and deliver this Supplemental Indenture;

     WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a new series of its Securities to be known as its “4.00% Convertible Senior Notes due 2016” (the “ Notes ”), the form and substance of the Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;

     WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture, and all requirements necessary to make (i) this Supplemental Indenture a valid and legally binding instrument in accordance with its terms and (ii) the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid and legally binding obligations of the Company, have been performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

     NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the Holders thereof, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE 1
Certain Definitions and Provisions of General Application

     Section 1.01. Definitions . Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Base Indenture. For all purposes of this Supplemental Indenture, except as otherwise provided or unless the context otherwise requires:

     (1) the terms defined in this Article 1 have the meanings assigned to them in this Article and include the plural as well as the singular;

     (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

     (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” in the United States with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of the Indenture; and

     (4) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to the Indenture as a whole and not to any particular Article, Section or other subdivision.

     As used herein, the following terms have the specified meanings:

     “ Additional Interest ” has the meaning specified in Section 7.02(b).

     “ Additional Notes ” means an unlimited maximum aggregate principal amount of Notes (other than the Initial Notes) issued under this Supplemental Indenture.

     “ Additional Shares ” has the meaning specified in Section 5.07(a).

     “ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “ Applicable Procedures ” with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of

DTC or any successor Depositary, in each case to the extent applicable to such transaction and as in effect from time to time.

     “ Bid Solicitation Agent ” means the agency appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 5.01(b). The Bid Solicitation Agent shall initially be the Trustee.

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

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

     “ Certificated Note ” means a Note that is in substantially the form attached hereto as Exhibit A and that does not include the information or the schedule called for by footnotes 1 and 2 thereof.

     “ Close of Business ” means 5:00 p.m. New York City time.

     “ Commission ” or “ SEC ” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of the Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

     “ Common Equity ” of any corporation means the common stock, common equity interests, ordinary shares or depositary shares or other certificates representing common equity interests of such corporation.

     “ Common Stock ” means the shares of common stock, par value $0.001 per share, of the Company as they exist on the date of this Supplemental Indenture or any other shares of Capital Stock of the Company into which the Common Stock shall be reclassified or changed or, in the event of a merger, consolidation or other similar transaction involving the Company that is otherwise permitted hereunder in which the Company is not the surviving corporation, the Common Equity of such surviving corporation or its direct or indirect parent corporation.

     “ Consideration Notice ” has the meaning specified in Section 5.03(b)(i).

     “ Conversion Agent ” means the person authorized by the Company to convert Notes in accordance with Article 5. The Conversion Agent shall initially be the Trustee.

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

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

     “ Conversion Price ” means at any time the amount equal to $1,000 divided by the then applicable Conversion Rate.

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

     “ Conversion Value ” means, for every $1,000 principal amount of a Note being converted, an amount equal to the sum of the Daily Conversion Values for each of the 25 Settlement Period Trading Days in the Settlement Period.

     “ corporation ” means a corporation, association, company, joint-stock company or business trust.

     “ Current Market Price ” means the average of the Last Reported Sale Prices of Common Stock over the ten consecutive Trading-Day period ending on the Trading Day immediately preceding the Ex-Date of the distribution requiring such computation.

     “ Daily Conversion Value ” means, for any Settlement Period Trading Day, one-twenty-fifth (1/25th) of the product of (1) the applicable Conversion Rate on such Settlement Period Trading Day multiplied by (2) the VWAP of Common Stock (or, if applicable, the Reference Property into which the Common Stock has been converted) on such Settlement Period Trading Day.

     “ Depositary ” means DTC until a successor Depositary shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Depositary” shall mean such successor Depositary.

     “ Designated Institution ” has the meaning specified in Section 5.04(a)(i).

     “ DTC ” means The Depository Trust Company, a New York corporation, or any successor.

     “ Effective Date ” means, with respect to any issuance or distribution on Common Stock, the first date on which shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting such issuance or distribution.

     “ Expiration Date ” has the meaning specified in Section 5.05(e).

     “ Expiration Time ” has the meaning specified in Section 5.05(e).

     “ Event of Default ” has the meaning specified in Section 7.01(b).

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     “ Ex-Date ” means, with respect to any issuance or distribution on the Common Stock, the first date on which the shares of the Common Stock trade on the relevant exchange or in the relevant market, regular way, without the right to receive such issuance or distribution.

     “ Fixed Cash Amount ” has the meaning specified in Section 5.03(a)(iii)(A).

     “ Fundamental Change ” will be deemed to have occurred at the time after the Notes are originally issued that any of the following occurs:

     (1) upon filing with the SEC of any Schedule TO, or any other schedule or form or report under the Exchange Act, disclosing the consummation of a transaction (including, without limitation, a merger or consolidation) the result of which is that any “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than the Company, its Subsidiaries or the Company’s or its Subsidiaries’ employee benefit plans, 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 “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;

     (2) consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets or (B) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or other property or any conveyance, transfer, sale, lease or other disposition in one transaction or a series of 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 of the Company’s Subsidiaries; provided , however , that neither (a) a transaction pursuant to which the holders of 50% or more of the total voting power of all classes of the Company’s Common Equity immediately prior to such transaction have the right to exercise 50% or more of the total voting power of all shares of Common Equity of the continuing or surviving corporation (or any parent thereof) entitled to vote generally in elections of directors of such corporation (or any parent thereof) immediately after such event, nor (b) any merger primarily for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of the Common Stock solely into shares of common stock of the surviving entity shall be a Fundamental Change;

     (3) the Company’s stockholders approve any plan or proposal for its liquidation or dissolution; or

     (4) the Common Stock (or other common stock into which the Notes are then convertible) ceases to be listed on any of the NASDAQ Global Market, the NASDAQ Global Select Market or the New York Stock Exchange or other national securities exchange.

A fundamental change as a result of clause (1) or (2) above will not be deemed to have occurred, however, if at least 90% of the consideration paid for the Common Stock, excluding cash payments for fractional shares, cash payments made pursuant to dissenters’ appraisal rights in the transaction or transactions constituting the Fundamental Change consists of shares of common stock listed on any of the NASDAQ Global Market, NASDAQ Global Select Market or the New York Stock Exchange (or any of their respective successors) or will be so listed immediately following such Fundamental Change (these securities being referred to as “ publicly traded securities ”) and as a result of such transaction or transactions the Notes become convertible into such publicly traded securities on the basis set forth under Section 5.05(m), subject to Section 5.02.

     “ Fundamental Change Expiration Time ” has the meaning specified in Section 4.01(c).

     “ Fundamental Change Repurchase Date ” has the meaning specified in Section 4.01(a).

     “ Fundamental Change Repurchase Notice ” has the meaning specified in Section 4.01(a).

     “ Fundamental Change Repurchase Price ” has the meaning specified in Section 4.01(a).

     “ Fundamental Change Repurchase Right Notice ” has the meaning specified in Section 4.01(b).

     “ Global Note ” means a permanent Global Note that is in substantially the form attached hereto as Exhibit A and that includes the information and schedule called for by footnotes 1 and 2 thereof and which is deposited with the Depositary or its custodian and registered in the name of the Depositary or its nominee.

     “ Holder ” means a Person in whose name a Note is registered in the Security Register.

     “ Initial Notes ” has the meaning specified in Section 2.01.

     “ Interest Payment Date ” means each February 15 and August 15 of each year, beginning February 15, 2010.

     “ Issue Date ” with respect to the Initial Notes means August 12, 2009, and with respect to any Additional Notes, the date of original issuance of such Additional Notes.

     “ Last Reported Sale Price ” of the Common Stock on any date means (i) 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 by the NASDAQ Global Market; or (ii) if the Common Stock is not listed for trading on the NASDAQ Global Market, 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 traded; or (iii) if the Common Stock is not listed for trading on a U.S. national or regional securities exchange, the closing 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) for the Common Stock on that date as reported by the OTC Bulletin Board; or (iv) if not so reported by the OTC Bulletin Board, the last quoted bid price for the Common Stock in the over-the-counter market on that date as reported by Pink OTC Markets Inc. or similar organization; or (v) if the Common Stock is not so quoted by Pink OTC Markets Inc. or similar organization, the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from a nationally recognized independent investment banking firm selected by the Company for this purpose. Any such determination shall be made by the Company and shall be conclusive absent manifest error. The Last Reported Sale Price of the Common Stock will be determined without reference to extended or after-hours trading. If, during a period applicable for calculating the Last Reported Sale Price of the Common Stock, an event occurs that requires an adjustment to the Conversion Rate, the Last Reported Sale Price shall be calculated for such period in a manner determined by the Company to appropriately reflect the impact of such event on the price of the Common Stock during such period.

     “ Make-Whole Fundamental Change ” means any transaction or event that constitutes a Fundamental Change pursuant to clause (1), (2) (disregarding the proviso in clause (2)), (3) and (4) under the definition of Fundamental Change (subject to the exception set forth in the paragraph immediately following clause (4) of the definition thereof).

     “ Make-Whole Premium ” means a payment in cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s option, equal to the sum of present values of the remaining scheduled payments of interest that would have been made on the Notes to be redeemed had such Notes remained outstanding from the Redemption Date to August 15, 2016 (excluding interest accrued to, but excluding, such Redemption Date, which is otherwise paid pursuant to clause (ii) of the definition of Redemption Price), computed using a discount rate equal to 2.5%. If the Company elects to pay some or all of the Make-Whole Premium in shares of Common Stock, then the number of shares of

Common Stock a Holder will receive will be that number of shares as provided in Section 6.02(c).

     “ Make-Whole Reference Date ” has the meaning in Section 5.07(b).

     “ Market Disruption Event ” means (i) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence during the one-half hour period ending on the scheduled close of trading on any Trading Day of any material 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 August 15, 2016.

     “ Merger Event ” has the meaning specified in Section 5.05(m).

     “ Measurement Period ” has the meaning specified in Section 5.01(b).

     “ Net Share Settlement Election ” has the meaning specified in Section 5.03(b)(iii).

     “ Note ” and “ Notes ” have the meaning specified in the Recitals and include the Initial Notes and any Additional Notes. The Initial Notes and Additional Notes shall be treated as a single class for all purposes under the Indenture.

     “ Notice of Redemption ” has the meaning specified in Section 6.04.

     “ Open of Business ” means 9:00 a.m. New York City time.

     “ Paying Agent ” means any Person authorized by the Company to pay the principal of or interest on any Notes on behalf of the Company, and shall initially be the Trustee.

     “ Redemption Date ” means the date specified for redemption of the Notes in accordance with the terms of the Notes and Article 6.

     “ Redemption Price ” has the meaning specified in Section 6.02(b).

     “ Reference Property ” has the meaning specified in Section 5.05(m).

     “ Regular Record Date ” for the interest payable on any Interest Payment Date means the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.

     “ Reporting Default ” has the meaning specified in Section 7.02(b).

     “ Scheduled Trading Day ” means any day on which the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading is scheduled to be open for trading or, if the Common Stock is not listed or admitted for trading on any exchange or market, any Business Day.

     “ Securities Act ” means the Securities Act of 1933, as amended.

     “ Securities Custodian ” means the Trustee, as custodian with respect to the Global Securities, or any successor thereto.

     “ Settlement Period ” means the 25 consecutive Settlement Period Trading Days (i) with respect to any Conversion Date occurring during the period beginning 30 Scheduled Trading Days preceding the Maturity Date, beginning on and including the 27th Scheduled Trading Day immediately preceding the Maturity Date, (ii) with respect to any Conversion Date occurring after the Company has given a Notice of Redemption, beginning on and including the 27th Scheduled Trading Day immediately preceding the Redemption Date and (iii) in all other instances, beginning on and including the third Trading Day following the Conversion Date.

     “ Settlement Period Market Disruption Event ” means (i) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence 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 futures contracts relating to the Common Stock.

     “ Settlement Period Trading Day ” means a day during which (i) trading in the Common Stock generally occurs on the primary exchange or market on which the Common Stock is listed, quoted or admitted for trading and (ii) there is no Settlement Period Market Disruption Event, provided , however , that that if on any Trading Day the Common Stock is not traded on any market, then that Trading Day shall nevertheless be a “Settlement Period Trading Day” so long as the Company is able to obtain the market value per share of the Common Stock on that Trading Day from a nationally recognized independent investment banking firm retained for this purpose by the Company.

     “ Significant Subsidiaries ” means any direct or indirect Subsidiary of the Company within the meaning of Section 1-02(w) of Regulation S-X as promulgated by the Commission.

     “ Spin-Off ” has the meaning specified in Section 5.05(c).

     “ Stated Maturity ”, when used with respect to any Security, means the date specified in such Security as the fixed date on which the principal of such Security is due and payable.

     “ Stock Price ” has the meaning specified in Section 5.07(b).

     “ Trading Day ” means a day during which (i) the NASDAQ Global Market is open for trading, or if the Common Stock is not listed for trading on the NASDAQ Global Market, the principal U.S. national or regional securities exchange on which the Common Stock is listed is open for trading, or if the Common Stock is not so quoted or listed, any Business Day; and (ii) there is no Market Disruption Event.

     “ Trading Price ” of the Notes on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $2,000,000 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; provided that, if only two such bids can reasonably be obtained, then the average of the two bids will be used, and if only one such bid can reasonably be obtained, that one bid will be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2,000,000 in principal amount of the Notes, then the Trading Price per $1,000 in principal amount of the Notes will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such date of determination. Any such determination shall be made by the Company and shall be conclusive absent manifest error.

     “ Valuation Period ” has the meaning specified in Section 5.05(c).

     “ VWAP ” means, with respect to any Settlement Period Trading Day during the Settlement Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page ONXX.Q <equity> AQR, or any successor page, in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Settlement Period Trading Day, or if such volume-weighted average price is unavailable, the market value per share of Common Stock (or one unit of Reference Property consisting of marketable equity securities) on such Settlement Period Trading Day as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company.

     Section 1.02 . Conflicts With Base Indenture. If any provision of this Supplemental Indenture limits, qualifies or conflicts with a provision of the Base Indenture, such provision of this Supplemental Indenture shall control.

     Section 1.03 . Section References. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Supplemental Indenture unless otherwise specified.

ARTICLE 2
The Notes

     Section 2.01 . Designation and Terms of Notes. There is hereby created and designated a series of Securities under the Base Indenture. The title of the Notes shall be “4.00% Convertible Senior Notes Due 2016.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.

     The aggregate principal amount of the Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial Notes” ) shall be limited to $230,000,000, subject to increase as set forth in Section 10.02(g).

     The Notes shall mature on August 15, 2016.

     The Notes shall bear interest at the rate of 4.00% per annum, from August 12, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, semi-annually in arrears, on February 15 and August 15 of each year, commencing on February 15, 2010. Interest (including Additional Interest, if any) will be computed on the basis of a 360-day year comprised of twelve 30-day months. If an Interest Payment Date is not a Business Day, payment will be made on the next succeeding Business Day and no additional interest will accrue thereon. Pursuant to Section 7.02, in certain circumstances, the Holders of Notes shall be entitled to receive Additional Interest. Interest (including Additional Interest, if any) will cease to accrue on a Note upon the Maturity Date, conversion, redemption or repurchase by the Company at the option of the Holder pursuant to Article 4.

     Principal and interest (including Additional Interest, if any) on Global Notes shall be payable in the manner set forth in Section 3.01.

     The Notes shall be convertible as provided in Article 5.

     Section 2.02 . Denominations. The Notes initially shall be issuable only in book-entry form without coupons and only in denominations of $1,000 and any multiple thereof.

     Section 2.03 . Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form set forth in Exhibit A , which Exhibit is incorporated in and made part of the Indenture. The Notes may have notations, legends or endorsements required by law, exchange rule, Applicable Procedures or usage. The Company shall provide any such notations, legends or endorsements to the Trustee in writing. Each Note shall be dated the date of its authentication.

     (b)  Global Notes . All of the Notes shall be issued initially in the form of one or more Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary and registered in the name of its nominee, Cede & Co., or as otherwise instructed by the Depositary duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian and the Depositary as hereinafter provided, subject in each case to compliance with the Applicable Procedures and the provisions of the Indenture.

     (c)  Certificated Notes . Certificated Notes will be issued only under the limited circumstances in which definitive registered form of the Securities may be issued as provided in Section 2.11(c) of the Base Indenture.

     Section 2.04 . CUSIP Numbers. The Company in issuing the Notes may use one or more “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of purchase as a convenience to Holders; provided, however , 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 as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any such notice shall not be affected by any defect in or omission of such numbers. The Company shall without unreasonable delay notify the Trustee of any change in the “CUSIP” numbers.

     Section 2.05 . Ranking. The obligations of the Company arising under or in connection with the Indenture and every outstanding Note issued under the Indenture from time to time constitute and shall constitute a general unsecured senior obligation of the Company, ranking equally with existing and future senior unsecured indebtedness of the Company and ranking senior in right of payment to any future indebtedness of the Company that is expressly made subordinate to the Notes by the terms of such indebtedness.

ARTICLE 3
Particular Covenants of the Company

     Section 3.01 . Payment of Principal and Interest.

     (a) The Company covenants and agrees that it shall duly and punctually pay or cause to be paid the principal of and interest (including Additional Interest, if any), on each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes. All references to “interest” in the Indenture are deemed to include Additional Interest.

     (b) On the Maturity Date, each Holder will be entitled to receive on such date $1,000 in cash for each $1,000 in principal amount of Notes, together with accrued and unpaid interest to, but not including, the Maturity Date, unless earlier converted, repurchased or redeemed. With respect to Global Notes, principal and interest will be paid to the Depositary in immediately available funds. With respect to any Certificated Notes, principal and interest will be payable at the office or agency maintained by the Company for such purpose, which initially shall be the Corporate Trust Office of the Trustee.

     (c) The Company will pay or cause to be paid interest on:

     (i) Global Notes to the Depositary in immediately available funds;

     (ii) any Certificated Notes having a principal amount of less than $5,000,000, by check mailed to the holders of those notes; provided, however, at maturity, interest will be payable as described in Section 3.01(b); and

     (iii) any Certificated Notes having a principal amount of $5,000,000 or more, by wire transfer in immediately available funds at the election of the Holders of those Notes duly delivered to the Trustee at least five business days prior to the relevant interest payment date; provided, however, at maturity, interest will be payable as described in Section 3.01(b).

     Subject to Section 6.02(b), interest will be paid to the person in whose name a Note is registered at the Close of Business on February 1 or August 1, as the case may be, immediately preceding the relevant Interest Payment Date.

     Section 3.02 . Maintenance of Office or Agency. The Company shall maintain an office or agency where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or for conversion and where notices and demands to or upon the Company in respect of the Notes and the Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. 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, and the Company

hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

     The Company may also from time to time designate co-registrars and one or more 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.

     The Company will give prompt written notice of any such designation or rescission and of any change in the location of any such other office or agency.

     The Company hereby initially designates the Trustee as Paying Agent, Security Registrar, Securities Custodian and Conversion Agent.

     Section 3.03 . Provisions as to Paying Agent.

     (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 3.03 that such Paying Agent will :

     (i) comply with the duties applicable to a paying agent under the Trust Indenture Act; and

     (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such.

     The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) on the Notes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however , that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m. New York City time, on such date.

     (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal or interest (including Additional Interest, if any) so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Notes) to make any payment of the principal of or interest (including Additional Interest, if any) on the Notes when the same shall become due and payable.

     (c) Anything in this Section 3.03 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of the Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 3.03, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.

     (d) Anything in this Section 3.03 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.03 is subject to Section 11.05 of the Base Indenture.

     The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

     Section 3.04 . Existence. Subject to Article 8, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights (charter and statutory); provided, however , that the Company shall not be required to preserve any such right if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders of the Notes.

     Section 3.05 . Commission Filings and Reports. So long as any Notes are outstanding, the Company shall deliver to the Trustee, within 15 calendar days after the Company would have been required to file with the Commission (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), copies of the Company’s annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Documents filed by us with the SEC via its EDGAR system (or any successor thereto) will be deemed to be filed with the Trustee as of the time such documents are so filed. In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall continue to provide the Trustee with reports containing substantially the same information as would have been required to be filed with the Commission had the Company continued to have been subject to such reporting requirements. In such event, such reports shall be provided at the times the Company would have been required to provide reports had it continued to have been subject to such reporting requirements. The Company also shall comply with the other provisions of Section 314(a) of the Trust Indenture Act and will furnish to Holders, beneficial owners and prospective purchasers of the Notes or shares of Common Stock issuable upon conversion of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the

Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

     Section 3.06 . Book-Entry System. If the Notes cease to trade in the Depositary’s book-entry settlement system, the Company covenants and agrees that it shall use reasonable efforts to make such other book entry arrangements that it determines are reasonable for the Notes.

     Section 3.07 . Additional Interest. If at any time Additional Interest becomes payable by the Company pursuant to Section 7.02, the Company shall promptly deliver to the Trustee a certificate to that effect and stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to such Additional Interest, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment.

     Section 3.08 . Stay; Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest (including Additional Interest, if any) on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of the Indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

     Section 3.09 . Compliance Certificate. The Company shall deliver to the Trustee, within one hundred twenty (120) days after the end of each fiscal year of the Company, an Officers’ Certificate, stating whether or not to the knowledge of the signer thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of the Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and the status thereof of which the signer may have knowledge.

     Any notice required to be given under this Section 3.09 shall be delivered to a Responsible Officer of the Trustee at its Corporate Trust Office.

ARTICLE 4
Repurchase at Option of the Holder

     Section 4.01 . Repurchase at the Option of the Holder Upon a Fundamental Change.

     (a) If a Fundamental Change occurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, for cash on the date (the “ Fundamental Change Repurchase Date ”) specified by the Company that is not less than 20 Business Days and not more than 35 Business Days after the date of the Fundamental Change Repurchase Right Notice at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (unless the Fundamental Change Repurchase Date is between a Regular Record Date and the Interest Payment Date to which it relates, in which case the Company will pay the full interest amount payable on such Interest Payment Date to the record holder as of such Regular Record Date) (the “ Fundamental Change Repurchase Price ”).

     Repurchases of Notes under this Section 4.01 shall be made, at the option of the Holder thereof, upon:

     (i) if the Notes are held in certificated form, delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed notice (the “ Fundamental Change Repurchase Notice ”) in the form set forth on the reverse of the Note or, if the Notes are held in global form, a notice that complies with the Applicable Procedures, prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law; and

     (ii) delivery or book-entry transfer of the Notes (together with all necessary endorsements) to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Fundamental Change Repurchase Notice and prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law, at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company), such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 4.01 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice.

     The Fundamental Change Repurchase Notice shall state:

     (A) if certificated, the certificate numbers of Notes to be delivered for repurchase;

     (B) the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and

     (C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture.

      provided , however , that if the Notes are not in certificated form, the Fundamental Change Repurchase Notice must comply with the Applicable Procedures.

     Any purchase by the Company contemplated pursuant to the provisions of this Section 4.01 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Fundamental Change Repurchase Date and the time of the book-entry transfer or delivery of the Note.

     The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof in accordance with the provisions of subsection (c) of this Section 4.01.

     Any Note that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.

     (b) On or before the 15 ^th day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of record of the Notes and the Trustee and Paying Agent a written notice (the “ Fundamental Change Repurchase Right Notice ”) of the occurrence of such Fundamental Change and of the repurchase right, if any, at the option of the Holders arising as a result thereof.

     Each Fundamental Change Repurchase Right Notice shall specify (if applicable):

     (i) the events causing the Fundamental Change;

     (ii) the date of the Fundamental Change;

     (iii) the last date on which a Holder may exercise its repurchase rights under Section 4.01;

     (iv) the Fundamental Change Repurchase Price;

     (v) the Fundamental Change Repurchase Date;

     (vi) the name and address of the Paying Agent and the Conversion Agent;

     (vii) that the Notes are eligible to be converted, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;

     (viii) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of the Indenture;

     (ix) that the Holder must exercise its repurchase right by the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date;

     (x) that the Holder has the right to withdraw any Notes tendered for repurchase prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and

     (xi) the procedures the Holder must follow to require the Company to purchase its Notes under Section 4.01.

     No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 4.01.

     (c) A Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by a written notice of withdrawal delivered to the Paying Agent at any time prior to the Close of Business on the Business Day prior to the Fundamental Change Repurchase Date (the “ Fundamental Change Expiration Time ”), specifying:

     (i) the principal amount of the withdrawn Notes;

     (ii) if Certificated Notes have been issued, the certificate numbers of the withdrawn Notes; and

     (iii) the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal amounts of $1,000 or a multiple of $1,000;

provided, however , that if the Notes are not in certificated form, the notice must comply with the Applicable Procedures.

     (d) On or prior to 10:00 a.m., New York City time, on the Fundamental Change Repurchase Date, the Company shall deposit with the Trustee (or other Paying Agent appointed by the Company or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 7.05 of the Base Indenture) an amount of money sufficient to repurchase on the Fundamental Change Repurchase Date all of the Notes to be repurchased on such date at the Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes properly surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time shall be made promptly on or after the later of (x) the Fundamental Change Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions to the payment of the Fundamental Change Repurchase Price in this Section 4.01), and (y) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by this Section 4.01 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register; provided , however , that all payments shall be subject to Section 4.01(a) and payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price.

     (e) If the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to repurchase on the Fundamental Change Repurchase Date all the Notes or portions thereof that are to be purchased on the Fundamental Change Repurchase Date, then: (i) such Notes shall cease to be outstanding and interest shall cease to accrue on such Notes (whether or not book-entry transfer of the Notes is made or whether or not the Note is delivered or transferred to the Paying Agent), and (ii) all other rights of the Holders of such Notes shall terminate other than the right to receive the Fundamental Change Repurchase Price and previously accrued and unpaid interest upon delivery or transfer of the Notes.

     (f) No Notes may be repurchased at the option of Holders upon a Fundamental Change if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the payment of the Fundamental Change Repurchase Price of the Notes.

     (g) In connection with any repurchase upon the occurrence of a Fundamental Change, to the extent required by applicable law, the Company shall:

     (i) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may then be applicable; and

     (ii) otherwise comply with all federal and state securities laws as necessary to effect a repurchase of Notes by the Company at the option of such Holder.

ARTICLE 5
Conversion of Notes

     Section 5.01 . Right to Convert . Subject to and upon compliance with the procedures for conversion set forth in this Article 5, a Holder shall have the right, at such Holder’s option, to convert the principal amount of any such Notes, or any portion of such principal amount which is $1,000 or a multiple thereof, into Common Stock at an initial conversion rate (the “ Conversion Rate ”) equivalent to 25.2207 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as set forth in Section 5.05, (x) on or after May 15, 2016, without regard to the conditions described in clauses (a) through (e) below , until the Close of Business on the Business Day immediately preceding the Maturity Date and (y) prior to May 15, 2016, only upon the satisfaction of any of the conditions described in clauses (a) through (e) below; provided that, in the case of any conversion pursuant to this Article 5, the Holder must deliver a Conversion Notice (as defined below) no later than the Close of Business on the third Business Day immediately preceding the Maturity Date. The cash payable, and the number of shares of Common Stock issuable, if any, upon conversion of a Note shall be determined as set forth in Section 5.03.

     (a)  Conversion Based on Common Stock Price. A Holder may surrender all or a portion of its Notes for conversion during any calendar quarter commencing after December 31, 2009, and only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than 130% of the Conversion Price in effect on such last Trading Day. Whenever the Notes shall become convertible pursuant to this Section 5.01(a), the Company shall notify all Holders, the Trustee and the Conversion Agent promptly in writing.

     (b)  Conversion Upon Satisfaction of Trading Price Condition . A Holder may surrender all or a portion of its Notes for conversion during the five Business Day period after any ten consecutive Trading Day period (the “ Measurement Period ”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set

forth in this Section 5.01(b), for each day in the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. In connection with any conversion upon satisfaction of this Section 5.01(b), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Notes unless requested by the Company; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. Promptly after receiving such evidence, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. Whenever the Notes shall become convertible pursuant to this Section 5.01(b), the Company shall notify all Holders, the Trustee and the Conversion Agent promptly in writing.

     (c)  Conversion Upon Specified Distributions to Holders of Common Stock or Specified Corporate Transactions. If the Company elects to:

     (i) distribute to all or substantially all holders of its Common Stock rights entitling them to purchase, for a period expiring within sixty (60) calendar days after the date of the distribution, shares of the Common Stock at a price per share less than the average Last Reported Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the declaration date for such distribution; or

     (ii) distribute to all or substantially all holders of Common Stock the Company’s assets, its debt securities or certain rights to purchase securities of the Company, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution,

then, in either case, the Company shall notify all Holders, the Trustee and the Conversion Agent in writing at least thirty (30) Scheduled Trading Days prior to the Ex-Date for such distribution. Once the Company has given such notice, a Holder may surrender its Notes for conversion at any time until the earlier of the Close of Business on the Business Day immediately prior to such Ex- Date for such distribution or the Company’s announcement that such distribution will not take place. A Holder may not convert any of its Notes pursuant to this Section 5.01(c) if such Holder will otherwise participate in the distribution without conversion as a result of holding the Notes on a basis equivalent to a holder of a number of shares of Common Stock equal to the principal amount of such Notes, divided by the applicable Conversion Price.

     (d)  Conversion Upon a Fundamental Change or a Make-Whole Fundamental Change .

     (i) In the event of a Fundamental Change or a Make-Whole Fundamental Change, a Holder may surrender its Notes for conversion at any time beginning on the Business Day following the effective date of such Fundamental Change or Make-Whole Fundamental Change until (a) the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date corresponding to such Fundamental Change or (b) the Close of Business on the thirty-fifth (35th) Business Day after the effective date of the Make-Whole Fundamental Change in the case of a Make-Whole Fundamental Change that is not a Fundamental Change. The Company shall notify all Holders, the Trustee and the Conversion Agent in writing of the anticipated occurrence of such a Fundamental Change or Make-Whole Fundamental Change no later than five (5) Business Days prior to the anticipated effective date of such Fundamental Change or Make-Whole Fundamental Change.

     (ii) If the Company is a party to a combination, merger, recapitalization, reclassification, binding share exchange or other similar transaction or sale or conveyance of all or substantially all of the Company’s property and assets, in each case pursuant to which the Common Stock would be converted into cash, securities and/or other property, that does not also constitute a Fundamental Change or a Make-Whole Fundamental Change, Holders will have the right to convert their Notes at any time beginning on the earlier of (i) the date upon which the Company notifies Holders, the Trustee and the Conversion Agent in writing of such transaction and (ii) the effective date of such transaction, and ending on the 35th Business Day immediately following the effective date of such transaction.

     (e)  Conversion Upon Redemption. If the Company calls any or all of the Notes for redemption, Holders of the Notes will have the right to convert their Notes called for redemption until the Close of Business on the Business Day preceding the Redemption Date, after which time Holders’ right to convert will expire unless the Company defaults in the payment of the Redemption Price.

     Section 5.02 . Conversion Procedures . The following procedures shall apply to the conversion of Notes:

     (a) In respect of Certificated Notes, a Holder must (i) complete and manually sign the conversion notice attached to the Note (the “ Conversion Notice ”), or facsimile of such Conversion Notice; (ii) deliver such Conversion Notice, which is irrevocable, and the Note to the Conversion Agent at the office maintained by the Conversion Agent; (iii) furnish endorsements and transfer documents as may be required by the Conversion Agent and, if required pursuant to Section 5.08 below, pay all transfer or similar taxes; and (iv) if required

pursuant to Section 5.03(c), pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled.

     (b) In respect of a beneficial interest in a Global Note, a Beneficial owner must comply with Applicable Procedures for converting a beneficial interest in a Global Note and, if required pursuant to Section 5.03(c), pay funds equal to interest payable on the next Interest Payment Date and all taxes or duties, if any.

     The date a Holder satisfies the foregoing requirements is the “ Conversion Date ” hereunder.

     If a Holder converts Notes, the Company will pay any documentary, stamp or similar issue or transfer tax due on the issuance of any shares of Common Stock upon the conversion, unless the tax is due because the Holder requests any shares to be issued in a name other than the Holder’s name, in which case the Holder will pay that tax.

     No Conversion Notice with respect to any Notes may be tendered by a Holder thereof if such Holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the applicable provisions of Section 4.01.

     Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered.

     Section 5.03. Settlement Upon Conversion .

     (a)  Settlement Methods. Subject to Section 5.03(b), upon any conversion of any Note, the Company shall deliver to converting Holders, in respect of each $1,000 principal amount of Notes tendered for conversion:

     (i) on the third Trading Day immediately following the Conversion Date (or, if earlier, on the Maturity Date), a number of shares of Common Stock equal to the Conversion Rate on the relevant Conversion Date (plus cash in lieu of fractional shares if applicable);

     (ii) on the third Trading Day immediately following the final Settlement Period Trading Day of the applicable Settlement Period, cash in an amount equal to the Conversion Value; or

     (iii) on the third Trading Day immediately following the final Settlement Pe