SECOND SUPPLEMENTAL INDENTURE

EXECUTION COPY

WYNDHAM WORLDWIDE CORPORATION

as Issuer

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of May 19, 2009

to

INDENTURE

Dated as of November 20, 2008

3.50% Convertible Notes due 2012

TABLE OF CONTENTS

     SECOND SUPPLEMENTAL INDENTURE, dated as of May 19, 2009 (this “ Supplemental Indenture ”), between Wyndham Worldwide Corporation, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 22 Sylvan Way, Parsippany, NJ 07054 (the “ Company ”), and U.S. Bank National Association, a national banking association, organized and in good standing under the laws of the United States, as trustee (the “ Trustee ”).

RECITALS OF THE COMPANY

     WHEREAS, the Company executed and delivered the indenture, dated as of November 20, 2008, to the Trustee (the “Base Indenture” and as hereby supplemented, the “Indenture”), to provide for the issuance of the Company’s debt Securities, to be issued in one or more series;

     WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the establishment of a new series of its Securities under the Base Indenture to be known as its “3.50% Convertible Notes due 2012” (the “ Notes ”), the form and substance and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Supplemental Indenture;

     WHEREAS, the Board of Directors and the pricing committee thereof, pursuant to resolutions duly adopted on November 20, 2008, May 11, 2009 and May 13, 2009, have duly authorized the issuance of the Notes, and have authorized the proper officers of the Company to execute any and all appropriate documents necessary or appropriate to effect each such issuance;

     WHEREAS, this Supplemental Indenture is being entered into pursuant to the provisions of Section 14.01 of the Base Indenture;

     WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and

     WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid 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, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture, the forms and terms of the Notes, the Company covenants and agrees, with the Trustee, as follows:

ARTICLE 1
Definitions and Other Provisions of General Application

     SECTION 1.01 . Definitions. Unless the context otherwise requires:

     (a) each term defined in the Base Indenture has the same meaning when used in this Supplemental Indenture;

     (b) the singular includes the plural and vice versa;

     (c) headings are for convenience of reference only and do not affect interpretation;

     (d) a reference to a Section or Article is to a Section or Article of this Supplemental Indenture unless otherwise indicated; and

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

     “ Additional Interest ” has the meaning specified in Section 5.02.

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

     “ Base Indenture ” has the meaning specified in the first paragraph of this Supplemental Indenture.

     “ Bid Solicitation Agent ” means an independent nationally recognized securities dealer selected by the Company to solicit market bid quotations for the Notes, which shall in no event be an Affiliate of the Company.

     “ Cash Make-Whole Premium ” has the meaning specified in Section 4.07.

     “ Change in Domicile ” has the meaning specified in Section 10.01.

     “ Clause A Distribution ” has the meaning specified in Section 4.04(a).

     “ Clause B Distribution ” has the meaning specified in Section 4.04(b).

     “ Clause C Distribution ” has the meaning specified in Section 4.04(c).

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

     “ Common Stock ” means the shares of common stock, par value $0.01 per share, of the Company as they exist on the date of this Supplemental Indenture, subject to Section 4.08.

     “ Continuing Director ” means a director who either was a member of the Board of Directors on May 14, 2009 or becomes a member of the Board of Directors subsequent to May 14, 2009 and whose election, appointment or nomination for election by the Company’s stockholders 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.

     “ Conversion Agent ” means the Trustee or such other office or agency designated by the Company where Notes may be presented for conversion. The Conversion Agent shall initially be the Trustee.

     “ Conversion Consideration ” has the meaning specified in Section 4.07(a).

     “ Conversion Date ” has the meaning specified in Section 4.02(b).

     “ Conversion Notice ” has the meaning specified in Section 4.02(b).

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

     “ Conversion Rate ” means, initially, 78.5423 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as set forth herein.

     “ Custodian ” means the Trustee, as custodian with respect to the Notes (so long as the Notes constitute Global Notes), or any successor entity.

     “ Daily Conversion Value ” means, for each of the 30 consecutive Trading Days during the Observation Period:

     “ Daily VWAP ” means, for each of the 30 consecutive Trading Days during the Observation Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “WYN.N <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open 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 Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for such purpose by the Company). The Daily VWAP will be determined without regard to after hours trading or any other trading outside of the regular trading session trading hours.

     “ Depositary ” means The Depository Trust Company 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 Financial Institution ” has the meaning specified in Section 4.07(a).

     “ EDGAR ” means the SEC’s Electronic Data Gathering, Analysis, and Retrieval system or any successor thereto.

     “ Effective Date ” has the meaning specified in Section 4.07(a).

     “ Exchange Election ” has the meaning specified in Section 4.07(a).

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

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

     (1) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Subsidiaries, and its and their 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 Common Stock (other than changes resulting from a subdivision or combination of Common Stock or any such recapitalization, reclassification or change that is effected solely to change the Company’s jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity) as a result of which Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets or (B) consummation of 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 sale, lease or other transfer 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 a transaction where the holders of more than 50% of all classes of the Company’s common equity immediately prior to such transaction that is a share exchange, consolidation or merger own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such event shall not be a Fundamental Change;

     (3) Continuing Directors cease to constitute at least a majority of the Board of Directors;

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

     (5) the Common Stock (or other common stock underlying the Notes) ceases to be listed or quoted on a national securities exchange in the United States.

For purposes of this definition of Fundamental Change, any transaction or event that constitutes a Fundamental Change under both clause (1) and clause (2) of this definition of Fundamental Change will be deemed to be solely a Fundamental Change under clause (2).

Notwithstanding the foregoing, a Fundamental Change under clause (2) above will not be deemed to have occurred if 90% of the consideration received or to be received by the Company’s common stockholders, excluding cash payments for fractional shares, in connection with the transaction or transactions constituting the Fundamental Change consists of Publicly Traded Securities and as a result of such transaction or transactions daily VWAP will be determined based solely on the value of such Publicly Traded Securities, subject to the provisions set forth under Section 4.03 of this Supplemental Indenture.

     “ Fundamental Change Company Notice ” has the meaning specified in Section 3.01(b).

     “ Fundamental Change Purchase Date ” has the meaning specified in Section 3.01(a).

     “ Fundamental Change Purchase Notice ” has the meaning specified in Section 3.01(a)(i).

     “ Fundamental Change Purchase Price ” has the meaning specified in Section 3.01(a).

     “ Global Note ” means any Note that is a Global Security.

     “ Indenture ” means the Base Indenture, as supplemented by this Supplemental Indenture as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Supplemental Indenture and any such supplemental indenture, respectively.

     “ Initial Dividend Threshold ” has the meaning specified in Section 4.05(d)(i).

     “ Interest Payment Date ” means, with respect to the payment of interest on the Notes, each May 1 and November 1 of each year.

     “ Last Reported Sale Price ” of the Common Stock on any date means the closing sale price per share of Common Stock (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. securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “ Last Reported Sale Price ” shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by Pink Sheets LLC or similar organization. If the Common Stock is not so quoted, the “ Last Reported Sale Price ” shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

     “ Make-Whole Fundamental Change ” means any transaction or event that constitutes a Fundamental Change in clause (1), clause (2) or clause (5) of the definition of Fundamental Change (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in the clause (2) of the definition thereof).

     “ Market Disruption Event ” means (i) a failure by the primary United States 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 prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during regular trading hours for the Common Stock of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock.

     “ Measurement Period ” has the meaning specified in Section 4.01(a)(ii).

     “ Merger Event ” has the meaning specified in Section 4.08.

     “ Merger Common Stock ” has the meaning specified in Section 4.08.

     “ Merger Valuation Percentage ” for any Merger Event shall be equal to (x) the arithmetic average of the Last Reported Sale Prices of one share of such Merger Common Stock over the relevant Merger Valuation Period (determined as if references to “Common Stock” in the definition of “Last Reported Sale Price” were references to the “Merger Common Stock” for such Merger Event), divided by (y) the arithmetic average of the Last Reported Sale Prices of one share of Common Stock over the relevant Merger Valuation Period.

     “ Merger Valuation Period ” for any Merger Event means the five consecutive Trading Day period immediately preceding, but excluding, the effective date for such Merger Event.

     “ Mixed Consideration Transaction ” has the meaning specified in Section 4.08.

     “ Note ” or “ Notes ” has the meaning specified in the fifth paragraph of the recitals of this Supplemental Indenture, and shall include any Additional Notes issued pursuant to Section 2.01 hereof.

     “ Observation Period ” with respect to any Note means (i) prior to February 1, 2012, the 30 consecutive Trading Day period beginning on and, including, the second Trading Day after the related Conversion Date and (ii) if the relevant Conversion Date occurs on or after February 1, 2012, the 30 consecutive Trading Days beginning on and including, the 32nd Scheduled Trading Day immediately preceding May 1, 2012.

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

     “ Paying Agent ” means any Person (including the Company) authorized by the Company to pay the principal amount of, interest on, or Fundamental Change Purchase Price of, any Notes on behalf of the Company. The Paying Agent shall initially be the Trustee.

     “ Physical Notes ” means permanent certificated Notes that are registered on the Register issued in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof.

     “ Place of Payment ” means, for purposes of the Notes, New York City, New York.

     “ Principal Property ” means an asset or assets owned by the Company or any Restricted Subsidiary having a gross book value in excess of $50,000,000.

     “ Publicly Traded Securities ” means, in respect of a transaction described in clause (2) of the definition of Fundamental Change, shares of common stock traded on a national securities exchange or which will be so traded or quoted when issued or exchanged in connection with a Fundamental Change.

     “ record date ” has the meaning specified in Section 4.05(f).

     “ Record Date ” means, with respect to the payment of interest on the Notes, the April 15 (whether or not a Business Day) immediately preceding an Interest Payment Date on May 1 and the October 15 (whether or not a Business Day) immediately preceding an Interest Payment Date on November 1.

     “ Reference Property ” has the meaning specified in Section 4.08.

     “ Restricted Subsidiary ” means a Subsidiary of the Company (other than a Securitization Entity) that (i) is owned, directly or indirectly, by the Company or by one or more of the Subsidiaries of the Company, or by the Company and by one or more of the Subsidiaries of the Company, (ii) is incorporated under the laws of the United States or a state thereof and (iii) owns a Principal Property.

     “ Scheduled Trading Day ” means a day that is scheduled to be a Trading Day on the primary United States national securities exchange or market on which the Common Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “ Scheduled Trading Day ” means a Business Day.

     “ Settlement Amount ” has the meaning specified in Section 4.03(a).

     “ Securitization Entity ” means any Subsidiary or other Person that is engaged solely in the business of effecting asset securitization transactions and related activities.

     “ Significant Subsidiary ” means a “significant subsidiary” as defined in Article 1, Rule 1-02(w) of Regulation S-X under the Securities Act.

     “ Spin-Off ” has the meaning specified in Section 4.05(c).

     “ Stated Maturity ” has the meaning specified in Section 2.02.

     “ Stock Price ” has the meaning specified in Section 4.07(a).

     “ Taxes ” has the meaning specified in Section 10.01.

     “ Trading Day ” means, except as provided in Section 4.03(c), a day on which (i) trading in the Common Stock generally occurs on the New York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, on the principal other United States national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Stock is then traded, and (ii) a Last Reported Sale Price for the Common Stock is available on such securities exchange or market. If the Common Stock (or other security for which a closing sale price must be determined) is not so listed or traded, “ Trading Day ” means a Business Day.

     “ 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 million 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 the Company selects; provided that, if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2 million principal amount of the Notes from a nationally recognized securities dealer, then the Trading Price per $1,000 principal amount of 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.

     “ Trading Price Condition ” has the meaning specified in Section 4.01(a)(ii).

     “ Trigger Event ” has the meaning specified in Section 4.05(b).

     “ Underwriters ” means Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., ABN AMRO Incorporated, Barclays Capital Inc., Scotia Capital (USA) Inc. and Wachovia Capital Markets, LLC, Corp.

     “ Underwriting Agreement ” means the Underwriting Agreement, dated May 13, 2009, entered into by the Company and the Underwriters in connection with the sale of the Notes.

     “ U.S. ” means the United States of America.

     “ Valuation Period ” has the meaning specified in Section 4.05(c).

ARTICLE 2
The Securities

     SECTION 2.01 . Designation and Principal Amount. There is hereby authorized and established a new series of Securities under the Base Indenture, designated as the “3.50% Convertible Notes due 2012,” which is not limited in aggregate principal amount. The initial aggregate principal amount of the Notes to be issued under this Supplemental Indenture shall be $230,000,000. Any additional amounts of Notes to be issued shall be set forth in a Company Order.

     The Form of Note, the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Form of Assignment and Transfer shall be substantially as set forth in Exhibits A, B, C and D, respectively, hereto, which are incorporated into and shall be deemed a part of this Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, as evidenced by their execution of the Notes.

     SECTION 2.02 . Maturity. The stated maturity (“ Stated Maturity ”) of principal for the Notes shall be May 1, 2012.

     SECTION 2.03 . Further Issues. The Company may from time to time, without the consent of the Holders of the Notes, issue additional notes (“ Additional Notes ”) of such series, but only if such Additional Notes are issued as part of a “qualified reopening” for U.S. federal income tax purposes. Any such Additional Notes shall have the same ranking, interest rate, maturity date and other terms as the Notes. Any such Additional Notes, together with the Notes herein provided for, shall constitute a single series of Securities under the Indenture.

     SECTION 2.04 . Form of Payment. Payment of, and interest on the Notes shall be payable in U.S. dollars.

     SECTION 2.05 . Global Notes and Denomination of Notes. Upon the original issuance, the Notes shall be represented by one or more Global Notes. The Company shall issue the Notes in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof and shall deposit the Global Notes with the Trustee as custodian for the Depositary and register the Global Notes in the name of the Depositary or its nominee.

     SECTION 2.06 . Interest. The Notes shall bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from May 19, 2009 at the rate of 3.50% per annum, payable semiannually in arrears; interest payable on each Interest Payment Date shall include interest accrued from May 19, 2009, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are May 1 and November 1, commencing on November 1, 2009; and the record date for the interest payable on any Interest Payment Date is the Close of Business on April 15 or October 15, as the case may be, next preceding the relevant Interest Payment Date.

     Interest on the Notes (other than Notes that are Global Notes) will be payable (i) to Holders of the Notes having an aggregate principal amount of Notes of $5,000,000 or less, by check mailed to the Holders of these Notes at their address in the Register and (ii) to Holders having an aggregate principal amount of Notes in excess of $5,000,000, either by check mailed to each Holder at its address in the Register or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until that Holder notifies, in writing, the Registrar to the contrary.

     SECTION 2.07. Reporting Requirement . (a) Any documents, reports or other information that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be filed by the Company with the Trustee within 15 days after the same are required to be filed with the SEC (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). The Company shall otherwise comply with the requirements of Section 314(a) of the Trust Indenture Act. Documents, reports or other information filed by the Company with the SEC via EDGAR shall be deemed to be filed with the Trustee as of the time such documents, reports or other information are filed via EDGAR. The Trustee does not have the duty to review such information, documents or reports, is not considered to have notice of the content of such information, documents or reports or any defaults or Events of Default discernable therefrom and does not have a duty to verify the accuracy of such information, documents or reports.

     (b) Delivery of such information, documents and reports 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 Officer’s Certificates).

ARTICLE 3
Fundamental Changes and Purchases Thereupon

     SECTION 3.01 . Purchase at Option of Holders Upon a Fundamental Change. ( a) If a Fundamental Change occurs at any time prior to May 1, 2012, then each Holder of Notes shall have the right, at such Holder’s option, to require the Company to purchase for cash any or all of such Holder’s Notes, or any portion of the principal amount thereof, that is equal to $2,000 or an integral multiple of $1,000 in excess thereof, on a date specified by the Company that is no earlier than the 20th calendar day following the date of, and no later than the 35th calendar day following the date of, delivery of the Fundamental Change Company Notice (as defined below) (the “ Fundamental Change Purchase Date ”), at a purchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon, including Additional Interest, to, but excluding, the Fundamental Change Purchase Date (the “ Fundamental Change Purchase Price ”); provided , however , that if a Fundamental Change Purchase Date is after a Record Date and on or prior to the Interest Payment Date to which such Record Date relates, the interest payable in respect of such Interest Payment Date shall be payable to the Holders of record as of the corresponding Record Date and the Fundamental Change Purchase Price shall be equal to 100% of the principal amount of the Notes to be purchased pursuant to this Article 3. The requirement for the Company to purchase any Notes on the Fundamental Change Purchase Date will be subject to extension to comply with applicable law.

     Purchases of Notes under this Section 3.01 shall be made, at the option of the Holder thereof, upon:

     (i) delivery to the Paying Agent by a Holder, prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date of a duly completed notice (the “ Fundamental Change Purchase Notice ”) in the form set forth on the reverse of the Note as Exhibit C thereto; and

     (ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) (together with all necessary endorsements) at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date at the applicable 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 Purchase Price therefor; provided that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 3.01 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice.

     The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state:

     (iii) if such Notes are Physical Notes, the certificate numbers of such Notes;

     (iv) the portion of the principal amount of such Notes, which must be $2,000 or an integral multiple of $1,000 in excess thereof; and

     (v) that such Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Supplemental Indenture;

provided , however , that if such Notes are not in global form, the Fundamental Change Purchase Notice must comply with appropriate procedures of the Depositary.

     Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Fundamental Change Purchase Notice contemplated by this Section 3.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.03 below.

     The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

     (b)  Fundamental Change Company Notice . On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of record of the Notes, the Trustee and Paying Agent (in the case of any Paying Agent other than the Trustee) a notice (the “ Fundamental Change Company Notice ”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such mailing shall be by first class mail or, in the case of any Global Notes, in accordance with the procedures of the Depositary for providing notices. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish a notice containing the information included therein in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at such time.

     Each Fundamental Change Company Notice shall specify:

     (i) the events causing a Fundamental Change;

     (ii) the date of the Fundamental Change;

     (iii) the last date on which a Holder of Notes may exercise the repurchase right pursuant to this Article 3;

     (iv) the Fundamental Change Purchase Price;

     (v) the Fundamental Change Purchase Date;

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

     (vii) if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;

     (viii) if applicable, that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted into cash only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the Indenture; and

     (ix) the procedures that Holders must follow to require the Company to purchase their Notes.

     No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders of Notes purchase rights or affect the validity of the proceedings for the purchase of the Notes pursuant to this Section 3.01.

     (c)  No Payment During Events of Default . There shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date. The Paying Agent will promptly return to the respective Holders thereof any Notes held by it during the continuance of an acceleration of the principal amount of the Notes, in which case, upon such return, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

     SECTION 3.02 . Effect of Fundamental Change Purchase Notice. Upon receipt by the Trustee or Paying Agent of the Fundamental Change Purchase Notice specified in Section 3.01 hereof, the Holder of the Note in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.03 hereof) thereafter be entitled to receive solely the Fundamental Change Purchase Price in cash with respect to such Note. Such Fundamental Change Purchase Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, on the later of (x) the Fundamental Change Purchase Date with respect to such Note ( provided the conditions in Section 3.01 hereof have been satisfied) and (y) the time of delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 3.01 hereof.

     SECTION 3.03 . Withdrawal of Fundamental Change Purchase Notice. A Fundamental Change Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the Trustee or Paying Agent in accordance with the Fundamental Change Company Notice at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date, specifying:

     (i) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted;

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

     (iii) the principal amount of such Notes that remains subject to the original Fundamental Change Purchase Notice, which portion must be in principal amounts of $2,000 or an integral multiple of $1,000 in excess thereof;

provided , however , that if Physical Notes have not been issued, the notice must comply with appropriate procedures of the Depositary.

     The Paying Agent will promptly return to the respective Holders thereof any Notes with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with the provisions of this Section 3.03.

     SECTION 3.04 . Deposit of Fundamental Change Purchase Price. Prior to 10:00 a.m. (local time in The City of New York) on the Fundamental Change Purchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) an amount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the Fundamental Change Purchase Price, of all the Notes or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. If the Paying Agent holds cash sufficient to pay the Fundamental Change Purchase Price of any Note for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in accordance with this Supplemental Indenture on the Fundamental Change Purchase Date, then as of such Fundamental Change Purchase Date, (a) such Note will cease to be outstanding and interest, including any Additional Interest, if any, will cease to accrue thereon (whether or not book-entry transfer of such Note is made or such Note is delivered to the Paying Agent) and (b) all other rights of the Holder in respect thereof will terminate (other than the right to receive the Fundamental Change Purchase Price.

     SECTION 3.05 . Notes Purchased in Whole or in Part. Any Note that is to be purchased, whether in whole or in part, shall be surrendered at the office of the Paying Agent (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 such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased. Any Notes that are purchased or owned by the Company whether or not in connection with a Fundamental Change shall be submitted to the Trustee for cancellation and shall be duly retired by the Company.

     SECTION 3.06 . Covenant to Comply With Notes Laws Upon Purchase of Notes. In connection with any offer to purchase Notes under Section 3.01 hereof, the Company shall, in each case if required (i) comply with Rule 13e-4, Rule 14e-1 and any other tender offer rules

under the Exchange Act that may then be applicable, (ii) file a Schedule TO or any other required schedule under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under Section 3.01 to be exercised in the time and in the manner specified in Section 3.01.

     SECTION 3.07 . Repayment to the Company. To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.04 exceeds the aggregate Fundamental Change Purchase Price of the Notes or portions thereof that the Company is obligated to purchase as of the Fundamental Change Purchase Date, then, following the Fundamental Change Purchase Date, the Trustee or the Paying Agent, as the case may be, shall promptly return any such excess to the Company.

ARTICLE 4
Conversion

     SECTION 4.01 . Right to Convert. (a) Subject to and upon compliance with the provisions of this Supplemental Indenture, each Holder of Notes 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 that is $2,000 or an integral multiple of $1,000 in excess thereof, into cash at the applicable Conversion Rate then in effect, (x) prior to the Close of Business on the Business Day immediately preceding February 1, 2012, only upon satisfaction of one or more of the conditions described in clauses (i) through (iv) below and (y) on or after February 1, 2012, at any time prior to the Close of Business on the second Scheduled Trading Day immediately preceding May 1, 2012 irrespective of the conditions described in clauses (i) through (iv) below:

     (i) Prior to the Close of Business on the Business Day immediately preceding February 1, 2012, a Holder of Notes may surrender all or a portion of its Notes for conversion into cash during any fiscal quarter (and only during such fiscal quarter) commencing after June 30, 2009 if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable Conversion Price in effect on each applicable Trading Day.

     (ii) Prior to the Close of Business on the Business Day immediately preceding February 1, 2012, a Holder of Notes may surrender its Notes for conversion into cash during the five Business Day period after any 10 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 of Notes in accordance with the procedures set forth in this Section 4.01(a)(ii), for each day of such period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate (the “ Trading Price Condition ”). The Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Notes in accordance with this Section 4.01(a)(ii) unless requested by the Company, and the Company shall

have no obligation to make such request unless a Holder of Notes 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 (but in any event within two Business Days) 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 after the Company has delivered such instructions 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. If the Company does not so instruct the Bid Solicitation Agent to obtain bids when required, the Trading Price per $1,000 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 on each day the Company fails to do so. If the Trading Price Condition has been met, the Company shall so notify Holders, the Trustee and the Conversion Agent. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the holders of the Notes, the Trustee and the Conversion Agent.

     (iii) If the Company elects to:

     (A) issue to all or substantially all holders of Common Stock certain rights or warrants entitling them for a period of not more than 45 calendar days after the announcement date of such issuance to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement of such issuance; or

     (B) distribute to all or substantially all holders of Common Stock assets, debt securities or certain rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution,

then, in each case, the Company shall notify the Holders of the Notes, in the manner provided in Section 16.04 of the Base Indenture, at least 30 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender Notes for conversion into cash at any time until the earlier of the Close of Business, on the Business Day immediately prior to such Ex-Dividend Date and the Company’s announcement that such issuance or distribution will not take place, even if the Notes are not otherwise convertible at such time.

     (iv) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Company to purchase the Notes pursuant to Article 3 hereof, or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of the Company’s assets, pursuant to which the Common Stock would be converted into cash, securities or other assets, Holders may surrender Notes for conversion into cash at any time from and after the date that is the later of (i) 40 Scheduled Trading Days prior to the anticipated effective date of such transaction and (ii) the date the Company publicly announces such date until the date that is 45 Trading Days after the actual effective date of such transaction (or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date). The Company will publicly announce and shall notify Holders and the Trustee as promptly as practicable following the date the Company determines the anticipated effective date of such transaction. If a Holder converts its Notes prior to the Close of Business on the Business Day immediately preceding the actual effective date of any transaction described in this Section 4.01(a)(iv) and the relevant Conversion Date occurs prior to February 1, 2012, irrespective of whether one or more other conditions to conversion described in Section 4.01 have been satisfied, such conversion will be deemed to have occurred pursuant to this Section 4.01(a)(iv).

     (b) Notes may not be converted into cash after the Close of Business on the second Scheduled Trading Day immediately preceding May 1, 2012.

     SECTION 4.02 . Conversion Procedures. ( a) Each Note shall be convertible into cash at the office of the Conversion Agent.

     (b) In order to exercise the conversion privilege with respect to any interest in a Global Note, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee or Conversion Agent, and pay the funds, if any, required by Section 4.03(b) and, if required, pay all taxes or duties, if any. The Trustee or Conversion Agent must be informed of the conversion in accordance with customary practice of the Depositary. In order to exercise the conversion privilege with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall:

     (i) complete and manually sign the conversion notice provided on the back of the Note (the “ Conversion Notice ”) or a facsimile of the Conversion Notice;

     (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent;

     (iii) if required, furnish appropriate endorsements and transfer documents,

     (iv) make any payment required under Section 4.03(b); and

     (v) if required, pay all transfer or similar taxes.

The date on which the Holder satisfies all of the applicable requirements set forth above is the “ Conversion Date .” The Trustee will, as promptly as possible, and in any event within two (2) Business Days, provide the Company with notice of any conversion by Holders of the Notes.

     (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney.

     (d) In case any Notes of a denomination greater than $2,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes.

     (e) Upon the conversion of an interest in Global Notes, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent other than the Trustee.

     (f) Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising such Holder’s option to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with Article 3 hereof prior to the Close of Business on the Business Day prior to the relevant Fundamental Change Purchase Date.

     SECTION 4.03 . Payments Upon Conversion. Except as set forth in Section 4.07(a), upon any conversion of any Note, on the third Business Day immediately following the last Trading Day of the relevant Observation Period, the Company shall pay cash to converting Holders, in respect of each $1,000 principal amount of Notes being converted, in an amount (the “ Settlement Amount ”) equal to the sum of the Daily Conversion Values for each of the 30 consecutive Trading Days during the applicable Observation Period for such Note.

     (a) Subject to Section 4.03(b) below, upon conversion, Holders shall not receive any separate cash payment for accrued and unpaid interest unless such conversion occurs between a Record Date and the Interest Payment Date to which it relates.

     (b) Upon the conversion of any Notes, the Holder will not be entitled to receive any separate cash payment for accrued and unpaid interest and Additional Interest, if any, except to the extent specified below. The Company’s payment to the Holder of the full amount of cash into which a Note is convertible, will be deemed to satisfy in full the Company’s obligation to

pay the principal amount of the Notes so converted and accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date. As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted after the Close of Business on a Record Date for the payment of interest, Holders of such Notes at the Close of Business on such Record Date will receive the full amount of interest and Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from Close of Business on any Record Date to the Opening of Business, on the immediately following Interest Payment Date must be accompanied by funds equal to the full amount of interest and Additional Interest, if any, payable on the Notes so converted; provided that no such payment need be made (i) if the Company has specified a Fundamental Change Purchase Date that is after a Record Date and on or prior to the third Trading Day after the corresponding Interest Payment Date; (ii) for conversions following the Record Date immediately preceding May 1, 2012 or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note.

     (c) Solely for purposes of determining the consideration due upon conversion under this Section 4.03, and notwithstanding the definition of “Trading Day” contained in Section 1.01, “ Trading Day ” means a day on which (i) there is no Market Disruption Event and (ii) trading in the Common Stock generally occurs on the New York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, on the principal other United States national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock (or other security for which a Daily VWAP must be determined) is not so listed or traded, “ Trading Day ” means a Business Day.

     SECTION 4.04 . Exchange in Lieu of Conversion.

     (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “ Exchange Election ”), direct the Conversion Agent to surrender, on or prior to the second Business Day following the Conversion Date, such Notes to a financial institution designated by the Company (the “ Designated Financial Institution ”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution must agree to timely pay, in exchange for such Notes (together with such Holder’s Conversion Notice and, if required, appropriate endorsements and transfer documents), the cash that would otherwise be due upon conversion pursuant to Section 4.01 (the “ Conversion Consideration ”) and in respect of which the Company has notified converting Holders. If the Company makes an Exchange Election, the Company will, by the Close of Business on the Business Day following the relevant Conversion Date, notify the Holder surrendering its Notes for conversion that it has made such an Exchange Election and will notify the Designated Financial Institution of the relevant deadline for delivery of the Conversion Consideration.

     (b) Subject to the immediately following sentence, any Notes exchanged by the Designated Financial Institution will remain outstanding. If the Designated Financial Institution agrees to accept any Notes for exchange but does not timely deliver the cash due upon conversion, or if such Designated Financial Institution does not accept the Notes for exchange, the Company will deliver the cash due upon conversion as if the Company had not made an Exchange Election.

     (c) For the avoidance of doubt, in no event will the Company’s designation of a Designated Financial Institution pursuant to this Section 4.04 require the Designated Financial Institution to accept any Notes for exchange.

     SECTION 4.05 . Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company will not make any adjustment to the Conversion Rate if Holders of Notes participate, at the same time as holders of Common Stock and as a result of holding the Notes, in any of the transactions described in this Section 4.04, at the same time as holders of the Common Stock participate, without having to convert their Notes as if such Holders held the full number of shares of Common Stock equal to the product of the Conversion Rate and the applicable principal amount of such Holders’ Notes.

     (a) If the Company, at any time or from time to time while any of the Notes are outstanding, exclusively issues shares of its Common Stock as a dividend or distribution on shares of Common Stock, or if the Company effects a share split or share combination, then the Conversion Rate will be adjusted based on the following formula:

     where