EXHIBIT 4.1 .2% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2025

EXHIBIT 4.1

OSI PHARMACEUTICALS, INC.

2% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2025

INDENTURE

DATED AS OF DECEMBER 21, 2005

THE BANK OF NEW YORK

AS TRUSTEE

TABLE OF CONTENTS

CROSS-REFERENCE TABLE*

          THIS INDENTURE dated as of December 21, 2005 is between OSI Pharmaceuticals, Inc., a corporation duly organized under the laws of the State of Delaware (the “ Company ”), and The Bank of New York, a New York banking corporation duly incorporated under the laws of the State of New York, as Trustee (the “ Trustee ”).

          In consideration of the premises and the purchase of the Securities by the Holders thereof, both parties agree as follows for the benefit of the other and for the equal and ratable benefit of the registered Holders of the Company’s 2% Convertible Senior Subordinated Notes due 2025.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.1 Definitions .

          “ Additional Interest ” has the meaning specified in Paragraph 2 of the Security.

          “ Affiliate ” means, with respect to any specified person, 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 person means the power to direct 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.

          “ Agent ” means any Registrar, Paying Agent or Conversion Agent.

          “ Applicable Cash-Settlement Stock Price ,” with respect to a Trading Day, is equal to the VWAP per share of the Common Stock on such Trading Day.

          “ Applicable Procedures ” means, with respect to any transfer or exchange of beneficial ownership interests in a Global Security, the rules and procedures of the Depositary, in each case to the extent applicable to such transfer or exchange.

          “ Bid Solicitation Agent ” means, an agent selected by the Company to serve as bid solicitation agent hereunder, and, initially, the Trustee.

          “ Board of Directors ” means either the board of directors of the Company or any committee of the Board of Directors authorized to act for it with respect to this Indenture.

          “ Business Day ” means each day that is not a Legal Holiday.

          “ Capital Stock ” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, but excluding any debt securities convertible into such equity.

          “ Cash ” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

          “ Certificated Security ” means a Security 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, 3 and 4 thereof.

          “ Closing Sale Price ” of one share of Common Stock on any date means the closing per share sale price of such Common Stock (or, if no closing sale price is reported, the average of the bid and ask prices or, if there is more than one bid or ask price, the average of the average bid and the average ask prices) on such date as reported in composite transactions on the principal U.S. national securities exchange on which the Common Stock is traded or if the Common Stock is not traded on a U.S. national securities exchange, as reported by the Nasdaq National Market system, the Nasdaq SmallCap Market system or by the National Quotation Bureau Incorporated. In the absence of such a quotation, the Board of Directors of the Company shall be entitled to make a good faith determination of the sale price on the basis it considers appropriate which shall be conclusive.

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

          “ Company ” means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Company.

          “ Conversion Price ” means, at any time, $1,000 divided by the Conversion Rate in effect at such time, rounded to two decimal places (rounded up if the third decimal place thereof is 5 or more and otherwise rounded down).

          “ Conversion Rate ” means initially 33.9847 shares per $1,000 principal amount of Securities, subject to adjustment as set forth herein.

          “ Conversion Value ” means, at any time, the amount equal to the product of the Closing Sale Price at such time multiplied by the then current Conversion Rate.

          “ Corporate Trust Office ” means the office of the Trustee at which at any particular time the trust created by this Indenture shall be administered which office at the date of the execution of this Indenture is located at 101 Barclay Street, Fl. 8W, New York, New York, 10286, Attention: Corporate Trust Administration, or at any other time at such other address as the Trustee may designate from time to time by notice to the Company.

          “ Default ” or “ default ” means, when used with respect to the Securities, any event which is or, after notice or passage of time or both, would be an Event of Default.

          “ Designated Senior Indebtedness ” means any Senior Indebtedness which, at the time of determination, has an aggregate principal amount outstanding of at least $20.0 million and that has been specifically designated in the instrument evidencing such Senior Indebtedness as “Designated Senior Indebtedness” of the Company.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.

          “ Final Maturity Date ” means December 15, 2025.

          “ GAAP ” means generally accepted accounting principles in the United States of America as in effect as of the date of this Indenture, including those set forth in (1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (2) the statements and pronouncements of the Financial Accounting Standards Board, (3) such other statements by such other entity as approved by a significant segment of the accounting profession and (4) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in registration statements filed under the Securities Act and periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

          “ Global Security ” means a permanent Global Security that is in substantially the form attached hereto as Exhibit A and that includes the information and schedule called for by footnotes 1 and 6 thereof and which is deposited with the Depositary or its custodian and registered in the name of the Depositary or its nominee.

          “ Holder ” or “ Securityholder ” means the person in whose name a Security is registered on the Primary Registrar’s books.

          “ Indebtedness ” means, with respect to any person, without duplication: (a) all liabilities of such person for borrowed money (including overdrafts) or for the deferred purchase price of property or services, excluding any trade payables and other accrued current liabilities incurred in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such person in connection with any letters of credit and acceptances issued under letter of credit facilities, acceptance facilities or other similar facilities; (b) all obligations of such person evidenced by bonds, notes, debentures or other similar instruments; (c) indebtedness of such person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade payables arising in the ordinary course of business; (d) all capitalized lease obligations of such person; (e) all obligations of such person under or in respect of interest rate agreements or currency agreements; (f) all indebtedness referred to in (but not excluded from) the preceding clauses of other persons and all dividends of other persons, the payment of which is secured by (or for which the holder of such

           indebtedness has an existing right, contingent or otherwise, to be secured by) any lien or with respect to property (including, without limitation, accounts and contract rights) owned by such person, even though such person has not assumed or become liable for the payment of such indebtedness (the amount of such obligation being deemed to be the lesser of the value of such property or asset or the amount of the obligation so secured); (g) all guarantees by such person of indebtedness referred to in this definition of any other person; (h) all Redeemable Capital Stock of such person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends; and (i) the present value of the obligation of such person as lessee for net rental payments (excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water, utilities and similar charges to the extent included in such rental payments) during the remaining term of the lease included in any sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with accounting principles generally accepted in the United States of America.

          “ Indenture ” means this Indenture as amended or supplemented from time to time pursuant to the terms of this Indenture.

          “ Initial Purchaser ” means UBS Securities LLC.

          “ Interest Payment Date ” has the meaning specified in Paragraph 1 of the Security.

          “ Issuance Date ” means the date on which any of the Securities are first authenticated and issued.

          “ Market Price ” means with respect to Securities, as of any date of determination, the average of the secondary market bid quotations per $1,000 principal amount of Securities obtained by the Bid Solicitation Agent for $5,000,000 principal amount of Securities at approximately 4:00 p.m., New York City time, on such date of determination from three nationally recognized securities dealers (none of which shall be an Affiliate of the Company) selected by the Company, which may include any Initial Purchaser, provided , that if at least three such bids cannot be reasonably obtained by the Bid Solicitation Agent, but two bids are obtained, then the average of the two bids shall be used, and if only one such bid can be reasonably obtained by the Bid Solicitation Agent, this one bid will be used; provided , however , if (a) the Bid Solicitation Agent, through the exercise of reasonable efforts, is unable to obtain at least one such bid from a securities dealer, or (b) in the Company’s Board of Directors’ reasonable, good faith judgment, the bid quotations are not indicative of the secondary market value of the Securities as of such date of determination, then the Market Price of a Security for such date of determination shall be equal to 97% of the product of (1) the Conversion Rate in effect as of such date of determination multiplied by (2) the Closing Sale Price of a share of Common Stock on such date of determination.

          “ Measurement Period ” means the last 30 consecutive Trading Days in a fiscal quarter.

          “ Officer ” means the Chairman or any Co-Chairman of the Board, any Vice Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Controller, the Secretary or any Assistant Controller or Assistant Secretary of the Company.

          “ Officers’ Certificate ” means a certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Company and by one other Officer.

          “ Opinion of Counsel ” means a written opinion from legal counsel experienced in such matters as are covered by the opinion. The counsel may be an employee of, or counsel to, the Company.

          “ Permitted Junior Securities ” shall mean equity securities or subordinated securities of the Company or any successor obligor that, in the case of any such subordinated securities, are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to at least the same extent as the Securities are so subordinated.

          “ Person ” or “ person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

          “ Principal ” or “ principal ” of a debt security, including the Securities, means the principal of the security.

          “ Redeemable Capital Stock ” means any class of the Company’s capital stock that, either by its terms, by the terms of any securities into which it is convertible or exchangeable or by contract or otherwise, is, or upon the happening of an event or passage of time would be, required to be redeemed (whether by sinking fund or otherwise) prior to the date that is 91 days after the Final Maturity Date or is redeemable at the option of the holder thereof at any time prior to such date, or is convertible into or exchangeable for debt securities at any time prior to such date (unless it is convertible or exchangeable solely at the Company’s option).

          “ Redemption Date ” when used with respect to any Security to be redeemed, means the date fixed for such redemption pursuant to this Indenture.

          “ Redemption Price ” when used with respect to any Security to be redeemed, means the price fixed for such redemption pursuant to this Indenture, as set forth in the form of Security annexed as Exhibit A hereto.

          “ Registration Rights Agreement ” means the Registration Rights Agreement dated, as of December 21, 2005, between the Company and the Initial Purchasers.

          “ Regular Record Date ” has the meaning specified in Paragraph 1 of the Security.

          “ Relevant Average Price Per Share ” means the average of the VWAP per share of the Common Stock during the Cash Settlement Averaging Period.

          “ Rule 144 ” means Rule 144 under the Securities Act or any successor to such Rule.

          “ Rule 144A ” means Rule 144A under the Securities Act or any successor to such Rule.

          “ SEC ” means the Securities and Exchange Commission.

          “ Securities ” means the 2% Convertible Senior Subordinated Notes due 2025 or any of them (each, a “ Security ”), as amended or supplemented from time to time, that are issued under this Indenture.

          “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.

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

          “ Senior Indebtedness ” means:

     (a) all Indebtedness of the Company, now or hereafter existing, under or in respect of the documents and instruments executed in connection therewith, whether for principal, premium, if any, interest (including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Company under bankruptcy law, whether or not such interest is allowed as a claim after such filing in any proceeding under such law) and other amounts due in connection therewith (including, without limitation, any fees, premiums, expenses, reimbursement obligations with respect to letters of credit and indemnities), whether outstanding on the date of this Indenture or thereafter created, incurred or assumed; and

     (b) the principal of, premium, if any, and interest on all other Indebtedness of the Company (other than the Securities), whether outstanding on the date of this Indenture or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Securities.

          Notwithstanding the foregoing, “Senior Indebtedness” shall not include:

     (a) Indebtedness evidenced by the Securities;

     (b) Indebtedness of the Company that is expressly subordinated in right of payment to Senior Indebtedness;

     (c) Indebtedness or other obligations of the Company that by its terms ranks equal or junior in right of payment to the Securities;

     (d) Indebtedness of the Company that, by operation of law, is subordinate to any general unsecured obligations of the Company;

     (e) any liability for federal, state or local taxes or other taxes, owed or owing by the Company;

     (f) accounts payable or other liabilities owed or owing by the Company to trade creditors (including Guarantees thereof or instruments evidencing such liabilities);

     (g) amounts owed by the Company for compensation to employees or for services rendered to the Company;

     (h) Indebtedness of the Company to any Subsidiary or any other Affiliate of the Company or any of such Affiliate’s subsidiaries;

     (i) Capital Stock of the Company;

     (j) Indebtedness evidenced by any Guarantee of any Indebtedness ranking equal or junior in right of payment to the Securities; and

     (k) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11 of the United States Code, is without recourse to the Company.

          “ Significant Subsidiary ” means, in respect of any Person, a Subsidiary of such Person that would constitute a “significant subsidiary” as such term is defined under Rule 1-02 of Regulation S-X under the Securities Act and the Exchange Act.

          “ Subsidiary ” means, in respect of any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

          “ TIA ” means the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder as in effect on the date of this Indenture, except as provided in Section 11.3, and except to the extent any amendment to the Trust Indenture Act expressly provides for application of the Trust Indenture Act as in effect on another date.

          “ Trading Day ” means, with respect to any security, each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not generally traded on the principal exchange or market in which such security is traded.

          “ Transfer Restricted Global Security ” means a Global Security that is a Transfer Restricted Security.

          “ Transfer Restricted Security ” means a Security required to bear the restricted legend set forth in the form of Security set forth in Exhibit A of this Indenture.

          “ Trustee ” means the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of this Indenture, and thereafter means the successor.

          “ Trust Officer ” means, with respect to the Trustee, any officer assigned to the Corporate Trust Office, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

          “ Vice President ” when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

          “ Voting Stock ” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

          “ VWAP ,” with respect to a Trading Day, means the volume-weighted average price per share as displayed on Bloomberg Page “AQR” (or any successor thereto) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day; or if such price is not available, the market value per share of the Common Stock on such Trading Day as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company.

          Section 1.2 Other Definitions .

          Section 1.3 Trust Indenture Act Provisions .

          Whenever this Indenture refers to a provision of the TIA, that provision is incorporated by reference in and made a part of this Indenture. The Indenture shall also include those provisions of the TIA required to be included herein by the provisions of the Trust Indenture Reform Act of 1990. The following TIA terms used in this Indenture have the following meanings:

     (a) “indenture securities” means the Securities;

     (b) “indenture security holder” means a Securityholder;

     (c) “indenture to be qualified” means this Indenture;

     (d) “indenture trustee” or “institutional trustee” means the Trustee; and

     (e) “obligor” on the indenture securities means the Company or any other obligor on the Securities.

          All other terms used in this Indenture that are defined in the TIA, defined by TIA reference to another statute or defined by any SEC rule and not otherwise defined herein have the meanings assigned to them therein.

          Section 1.4 Rules of Construction .

          Unless the context otherwise requires:

     (a) a term has the meaning assigned to it;

     (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

     (c) words in the singular include the plural, and words in the plural include the singular;

     (d) provisions apply to successive events and transactions;

     (e) the term “merger” includes a statutory share exchange and the term “merged” has a correlative meaning;

     (f) the masculine gender includes the feminine and the neuter;

     (g) references to agreements and other instruments include subsequent amendments thereto; and

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

ARTICLE II

THE SECURITIES

          Section 2.1 Form And Dating .

          The Securities and the Trustee’s certificate of authentication shall be substantially in the respective forms set forth in Exhibit A , which Exhibit is incorporated in and made part of this Indenture. The Securities may have notations, legends or endorsements required by law,

stock exchange rule or usage. The Company shall provide any such notations, legends or endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication. The Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated December 15, 2005 (the “ Purchase Agreement ”), between the Company and the Initial Purchaser, in transactions exempt from, or not subject to, the registration requirements of the Securities Act.

          (a) Restricted Global Securities . All of the Securities are initially being offered and sold to qualified institutional buyers as defined in Rule 144A (collectively, “ QIBs ” or individually, each a “ QIB ”) in reliance on Rule 144A under the Securities Act and shall be issued initially in the form of one or more Restricted Global Securities, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the depositary, The Depository Trust Company (“ DTC ”) (such depositary, or any successor thereto, being hereinafter referred to as the “ Depositary ”), and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures.

          (b) Global Securities in General . Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions, purchases or conversions of such Securities. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.12 and shall be made on the records of the Trustee and the Depositary.

          Members of, or participants in, the Depositary (“ Agent Members ”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

          (c) Book Entry Provisions . The Company shall execute and the Trustee shall, in accordance with this Section 2.1(c), authenticate and deliver initially one or more Global Securities that (i) shall be registered in the name of the Depositary, (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions and (iii) shall bear legends substantially to the following effect:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”

     Section 2.2 Execution and Authentication .

     An Officer shall sign the Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee.

     If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

     A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

     The Trustee shall authenticate and make available for delivery Securities for original issue in the aggregate principal amount of up to $115,000,000 upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “ Company Order ”). The Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which each original issue of Securities is to be authenticated. The aggregate principal amount of

Securities outstanding at any time may not exceed $115,000,000 except as provided in Section 2.7.

     The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have the same rights as an Agent to deal with the Company or an Affiliate of the Company.

     The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

     Section 2.3 Registrar, Paying Agent and Conversion Agent .

     The Company shall maintain one or more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a “ Registrar ”), one or more offices or agencies where Securities may be presented for payment (each, a “ Paying Agent ”), one or more offices or agencies where Securities may be presented for conversion (each, a “ Conversion Agent ”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “ Primary Registrar ”) shall keep a register of the Securities and of their transfer and exchange.

     The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 10).

     The Company hereby initially designates the Trustee as Paying Agent, Registrar, Securities Custodian, Bid Solicitation Agent and Conversion Agent, and each of the Corporate Trust Office of the Trustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York (located at •, Attention: Corporate Trust Department), one such office or agency of the Company for each of the aforesaid purposes.

     Section 2.4 Paying Agent to Hold Money in Trust .

     Prior to 11:00 a.m., New York City time, on each date on which the principal of or interest, if any, on any Securities is due and payable, the Company shall deposit with a Paying Agent a sum sufficient to pay such principal or interest, if any, so becoming due. A Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest, if any, on the Securities, and shall notify

the Trustee of any default by the Company (or any other obligor on the Securities) in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall, before 11:00 a.m., New York City time, on each date on which a payment of the principal of or interest on any Securities is due and payable, segregate the money and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee, and the Trustee may at any time during the continuance of any default, upon written request to a Paying Agent, require such Paying Agent to pay forthwith to the Trustee all sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (other than the Company) shall have no further liability for the money.

     Section 2.5 Securityholder Lists .

     The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Primary Registrar, the Company shall furnish to the Trustee on or before each semiannual interest payment date, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

     Section 2.6 Transfer and Exchange .

     Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided , however , that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in Exhibit A , and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided , that this sentence shall not apply to any exchange pursuant to Section 2.10, 2.12(a), 3.6, or 11.5 not involving any transfer.

     Neither the Company, any Registrar nor the Trustee shall be required to (i) register the transfer of or exchange any Security for a period of 15 days before selecting Securities to be redeemed; (ii) register the transfer of or exchange any Security during the period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities selected for redemption and ending at 5:00 p.m. New York City time on the day of the mailing; or (iii) register the transfer of or exchange any Security that has been selected for redemption or for which the Holder is delivered, and not validly withdrawn, a purchase notice or fundamental change repurchase notice, except, in the case of a partial redemption, purchase or repurchase, that portion of the Securities not being redeemed, purchase or repurchased.

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

     Any Registrar appointed pursuant to Section 2.3 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities.

     Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

     The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

     Section 2.7 Replacement Securities .

     If any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay, redeem or purchase such Security, as the case may be.

     Upon the issuance of any new Securities under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith.

     Every new Security issued pursuant to this Section 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time

enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

     The provisions of this Section 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

     Section 2.8 Outstanding Securities .

     Securities outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those converted pursuant to Article 4, those delivered to it for cancellation or surrendered for transfer or exchange and those described in this Section 2.8 as not outstanding.

     If a Security is replaced pursuant to Section 2.7, it ceases to be outstanding unless the Company receives proof satisfactory to it that the replaced Security is held by a protected purchaser.

     If a Paying Agent holds at 11:00 a.m., New York City time, on the Final Maturity Date Cash sufficient to pay the principal of and accrued interest on Securities payable on that date, then on and after the Final Maturity Date, such Securities shall cease to be outstanding and interest on them shall cease to accrue.

     Subject to the restrictions contained in Section 2.9, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.

     Section 2.9 Treasury Securities .

     In determining whether the Holders of the required principal amount of Securities have concurred in any notice, direction, waiver or consent, Securities owned by the Company or any other obligor on the Securities or by any Affiliate of the Company or of such other obligor shall be disregarded, except that, for purposes of determining whether the Trustee shall be protected in relying on any such notice, direction, waiver or consent, only Securities which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to the Securities and that the pledgee is not the Company or any other obligor on the Securities or any Affiliate of the Company or of such other obligor.

     Section 2.10 Temporary Securities .

     Until definitive Securities are ready for delivery, the Company may prepare and execute, and, upon receipt of a Company Order, the Trustee shall authenticate and deliver, temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company with the consent of the Trustee considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate and deliver definitive Securities in exchange for temporary Securities.

     Section 2.11 Cancellation .

     The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar, the Paying Agent and the Conversion Agent shall forward to the Trustee or its agent any Securities surrendered to them for transfer, exchange, redemption, payment or conversion. The Trustee and no one else shall cancel, in accordance with its standard procedures, all Securities surrendered for transfer, exchange, redemption, payment, conversion or cancellation and shall deliver the canceled Securities to the Company. Without limitation to the foregoing, any Securities acquired by any investment bankers or other purchasers pursuant to Section 3.7 shall be surrendered for conversion and thereafter cancelled, and may not be reoffered, sold or otherwise transferred.

     Section 2.12 Legend; Additional Transfer and Exchange Requirements .

     (a) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the forms of Securities attached hereto as Exhibit A (collectively, the “ Legend ”), or if a request is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel if requested by the Company or such Registrar, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 under the Securities Act or that such Securities are not “restricted” within the meaning of Rule 144 under the Securities Act; provided , that no such evidence need be supplied in connection with the sale of such Security pursuant to a registration statement that is effective at the time of such sale. Upon (i) provision of such satisfactory evidence if requested, or (ii) written notification by the Company to the Trustee and Registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Legend shall be reinstated.

     (b) A Global Security may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee or any successor thereof, and no such transfer to any such other Person may be registered; provided , that the foregoing shall not prohibit any transfer of a Security that is issued in exchange for a Global Security but is not itself a Global Security. No transfer of a Security to any Person shall be effective under this Indenture or the Securities unless and until such Security has been registered in the name of such Person. Notwithstanding any other provisions of this Indenture or the Securities, transfers of a Global Security, in whole or in part, shall be made only in accordance with this Section 2.12.

     (c) Subject to the succeeding paragraph, every Security shall be subject to the restrictions on transfer provided in the Legend other than a Restricted Global Security. Whenever any Transfer Restricted Security other than a Restricted Global Security is presented or surrendered for registration of transfer or for exchange for a Security registered in a name other than that of the Holder, such Security must be accompanied by a certificate in substantially

the form set forth in Exhibit B , dated the date of such surrender and signed by the Holder of such Security, as to compliance with such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Security not so accompanied by a properly completed certificate.

     (d) The restrictions imposed by the Legend upon the transferability of any Security shall cease and terminate when such Security has been sold pursuant to an effective registration statement under the Securities Act or transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) or, if earlier, upon the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision). Any Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Security for exchange to the Registrar in accordance with the provisions of this Section 2.12 (accompanied, in the event that such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by, if requested, an Opinion of Counsel reasonably acceptable to the Company, addressed to the Company and in form acceptable to the Company, to the effect that the transfer of such Security has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the restrictive Legend. The Company shall inform the Trustee of the effective date of any registration statement registering the Securities under the Securities Act. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned Opinion of Counsel or registration statement.

     (e) As used in the preceding two paragraphs of this Section 2.12, the term “transfer” encompasses any sale, pledge, transfer, hypothecation or other disposition of any Security.

     (f) The provisions of clauses (i), (ii), (iii) and (iv) below shall apply only to Global Securities:

     (i) Notwithstanding any other provisions of this Indenture or the Securities, a Global Security shall not be exchanged in whole or in part for a Security registered in the name of any Person other than the Depositary or one or more nominees thereof, provided , that a Global Security may be exchanged for Securities registered in the names of any person designated by the Depositary in the event that (A) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor Depositary is not appointed by the Company within 90 days, or (B) an Event of Default has occurred and is continuing with respect to the Securities. Any Global Security exchanged pursuant to clause (A) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided , that any such Security so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Security.

     (ii) Securities issued in exchange for a Global Security or any portion thereof shall be issued in definitive, fully-registered book-entry form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable legends provided for herein. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof.

     (iii) Subject to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.

     (iv) In the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the Trustee a reasonable supply of Certificated Securities in definitive, fully registered form, without interest coupons.

     (v) Neither Agent Members nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Security.

          Section 2.13 CUSIP Numbers .

          The Company in issuing the Securities may use one or more “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption or purchase as a convenience to Holders; provided , that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption or purchase and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption or purchase shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.

ARTICLE III

REDEMPTION AND PURCHASES

          Section 3.1 Right to Redeem; Notice to Trustee .

          The Securities may be redeemed at the election of the Company, as a whole or from time to time in part, at any time on or after December 15, 2010, at the Redemption Price in cash specified in Paragraph 6 of the form of Security attached hereto as Exhibit A , together with accrued and unpaid interest (including Additional Interest, if any) up to, but not including, the Redemption Date.

          If the Company elects to redeem Securities pursuant to this Section 3.1 and Paragraph 6 of the Securities, it shall notify the Trustee at least 45 days prior to the Redemption Date, as fixed by the Company, (unless a shorter notice shall be satisfactory to the Trustee) of the Redemption Date and the principal amount of Securities to be redeemed. If fewer than all of the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than 10 days after the date of notice to the Trustee.

          Section 3.2 Selection of Securities to Be Redeemed .

          If less than all of the Securities are to be redeemed, unless the procedures of the Depositary provide otherwise, the Trustee shall, at least 30 days but not more than 60 days prior to the Redemption Date, select the Securities to be redeemed. The Trustee shall make the selection from the Securities outstanding and not previously called for redemption, by lot, on a pro rata basis or in accordance with any other method the Trustee considers fair and appropriate. Securities in denominations of $1,000 may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Securities that have denominations larger than $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

          If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed to be taken from the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed shall be treated by the Trustee as outstanding for the purpose of such selection.

          Section 3.3 Notice of Redemption .

          At least 30 days but not more than 60 days before a Redemption Date, the Company shall mail or cause to be mailed a notice of redemption to each Holder of Securities to be redeemed at such Holder’s address as it appears on the Primary Registrar’s books.

          The notice shall identify the Securities (including CUSIP numbers) to be redeemed and shall state:

     (i) the Redemption Date;

     (ii) the Redemption Price;

     (iii) the then current Conversion Rate;

     (iv) the name and address of each Paying Agent and Conversion Agent;

     (v) that Securities called for redemption must be presented and surrendered to a Paying Agent to collect the Redemption Price;

     (vi) that Holders who wish to convert Securities must surrender such Securities for conversion no later than the close of business on the Business Day immediately preceding the Redemption Date and must satisfy the other requirements set forth in Paragraph 9 of the Securities;

     (vii) that, unless the Company defaults in making the payment of the Redemption Price, interest on Securities called for redemption shall cease accruing on and after the Redemption Date and subject to the provisions of Sections 3.1 and 3.4, the only remaining right of the Holder shall be to receive payment of the Redemption Price plus accrued interest, if any, upon presentation and surrender to a Paying Agent of the Securities; and

     (viii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon presentation and surrender of such Security, a new Security or Securities in aggregate principal amount equal to the unredeemed portion thereof will be issued.

          If any of the Securities to be redeemed is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to redemptions. At the Company’s written request, which request shall (i) be irrevocable once given and (ii) set forth all relevant information required by clauses (i) through (viii) of the preceding paragraph, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense.

          Section 3.4 Effect of Notice of Redemption .

          Once notice of redemption is mailed, Securities called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the notice, together with accrued and unpaid interest (including Additional Interest, if any) except for Securities that are converted in accordance with the provisions of Article 4. Upon presentation and surrender to a Paying Agent, Securities called for redemption shall be paid in cash at the Redemption Price, plus accrued and unpaid interest (including Additional Interest, if any) up to but not including the Redemption Date. If the Redemption Date is after the Regular Record Date and prior to the corresponding Interest Payment Date, interest (including Additional Interest, if any) accrued and unpaid hereon to, but not including, the applicable Redemption Date will be paid to the same Holder to whom the Company pays the principal of such Securities regardless of whether such Holder was the registered Holder on the Regular Record Date immediately preceding the applicable Redemption Date. However, if the Company redeems Securities on a Redemption Date that is an Interest Payment Date, the Company will pay the accrued and unpaid interest

(including Additional Interest, if any) due on that Interest Payment Date instead to the registered Holder of the Securities at the close of business on the Regular Record Date for that Interest Payment Date, and the Redemption Price will not be accompanied by the amount of such interest payment. The Company shall make at least 10 semi-annual interest payments on the Securities before it can redeem the Securities under this Article 3.

          Section 3.5 Deposit of Redemption Price .

          Prior to 11:00 a.m. New York City time, on the Redemption Date, the Company shall deposit with a Paying Agent (or, if the Company acts as Paying Agent, shall segregate and hold in trust) an amount of money (in immediately available funds if deposited on such Redemption Date) sufficient to pay the Redemption Price of and accrued and unpaid interest (including Additional Interest, if any) on all Securities to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Company to the Trustee for cancellation or have been converted. The Paying Agent shall as promptly as practicable return to the Company any money not required for that purpose or, if such money is then held by the Company in trust and is not required for such purpose, it shall be discharged from the trust.

          If a Paying Agent holds on a Redemption Date Cash sufficient to pay the principal of and accrued interest on Securities (or portions thereof) payable on that date, then on and after such Redemption Date, such Securities (or portions thereof, as the case may be) shall cease to be outstanding and interest on them shall cease to accrue; provided, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made.

          Section 3.6 Securities Redeemed in Part .

          Upon presentation and surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver to the Holder, without charge, a new Security or Securities of authorized denominations as requested by such Holder in aggregate principal amount equal to the unredeemed portion of the Security surrendered.

          Section 3.7 Other Arrangement on Call for Redemption .

          In lieu of a redemption of the Securities, the Company may arrange for the purchase of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the aggregate Redemption Price of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided , however , that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities

called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders as of 11:00 a.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent’s prior written consent, no arrangement between the Company and such purchasers for the purchase of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

          Section 3.8 Repurchase of Securities at The Option Of Holders .

          (a) Optional Put . (i) Securities shall be repurchased by the Company, at the option of the Holder thereof, on December 15, 2010, December 15, 2015 and December 15, 2020 (each, a “ Repurchase Date ”), at a repurchase price in Cash equal to 100% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest (including Additional Interest, if any) to, but not including, such Repurchase Date (the “ Repurchase Price ”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.8(a)(iii).

          (ii) No later than 20 Business Days prior to each Repurchase Date, the Company shall mail a written notice of the repurchase right under Section 3.8(a)(i) (a “ Purchase Offer ”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of notice to be completed by the Holder and returned to the Company in the event that the Holder elects such right to such repurchase (the “ Repurchase Notice ”) and shall briefly state, as applicable:

     (1) the date by which the Repurchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the repurchase right;

     (2) the Repurchase Date;

     (3) the Repurchase Price;

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

     (5) the Conversion Rate;

     (6) that the Securities as to which a Repurchase Notice has been given may be converted if they are otherwise convertible pursuant to Article 4 only if the Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;

     (7) that the Securities must be surrendered to the Paying Agent to collect payment;

     (8) that the Repurchase Price for any Security as to which a Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Repurchase Date and the time of surrender of such Security;

     (9) the procedures the Holder must follow to exercise its put right under this Section 3.8(a);

     (10) the conversion rights, if any, of the Securities;

     (11) the procedures for withdrawing a Repurchase Notice;

     (12) that, unless the Company defaults in making payment of such Repurchase Price, interest (including Additional Interest, if any) on Securities surrendered for repurchase by the Company will cease to accrue on and after the Repurchase Date; and

     (13) the CUSIP number(s) of the Securities.

          At the Company’s request, the Trustee shall give the Purchase Offer in the Company’s name and at the Company’s expense; provided , however , that the Company makes such request at least three Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such Purchase Offer must be given to the Holder in accordance with this Section 3.8(a)(ii); provided , further , that the text of the notice of repurchase right shall be prepared by the Company.

          (iii) A Holder may exercise its right specified in Section 3.8(a)(i) upon delivery of a properly completed Repurchase Notice to the Paying Agent at any time during the period beginning at 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding the relevant Repurchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Repurchase Date, stating:

     (1) the certificate number (if in certificated form) of the Security which the Holder will deliver to be repurchased or the appropriate Depositary procedures if Certificated Securities have not been issued;

     (2) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; and

     (3) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture.

          The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Price

therefor; provided , however , that such Repurchase Price shall be so paid pursuant to this Section 3.8(a) only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice.

          The Company shall repurchase from the Holder thereof, pursuant to this Section 3.8(a), a portion of a Security, so long as the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security.

          Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.8(a) shall be consummated by the delivery of the consideration to be received by the Holder promptly but in no event more than five (5) Business Days following the later of the Repurchase Date ( provided the conditions in Section 3.8(a)(iii) have been satisfied) and the time of delivery of the Security with the necessary endorsements.

          Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.8(a)(iii) shall have the right to withdraw such Repurchase Notice at any applicable time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.8(b).

          The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

          (b) Effect of Repurchase Notice . Upon receipt by the Paying Agent of the Repurchase Notice specified in Section 3.8(a)(iii), the Holder of the Security in respect of which such Repurchase Notice was given shall (unless such Repurchase Notice is withdrawn as specified in the following paragraph) thereafter be entitled to receive solely the Repurchase Price with respect to such Security. Such Repurchase Price shall be paid to such Holder, subject to receipt of Cash by the Paying Agent, promptly but in no event more than five (5) Business Days following the later of (a) the Repurchase Date with respect to such Security ( provided the conditions in Section 3.8(a)(iii) have been satisfied) and (b) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.8(a)(iii). Securities in respect of which a Repurchase Notice has been given by the Holder thereof may not be converted pursuant to Article IV on or after the date of the delivery of such Repurchase Notice unless such Repurchase Notice has first been validly withdrawn as specified in the following paragraph.

          A Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Repurchase Date, specifying:

     (i) the Holder’s name and an election to withdraw such Repurchase Notice;

     (ii) the certificate number (if in certificated form) or the appropriate Depositary procedures, if applicable, of the Security in respect of which such notice of withdrawal is being submitted;

     (iii) the principal amount of the Security (which must be in an integral multiple of $1,000) with respect to which such notice of withdrawal is being submitted; and

     (iv) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice and which has been or will be delivered for repurchase by the Company.

          (c) Deposit of Repurchase Price . Prior to 11:00 a.m., New York City time, on the applicable Repurchase Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of any of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.4) an amount of Cash (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Repurchase Price of all the Securities or portions thereof which are to be repurchased on such Repurchase Date.

          If the Paying Agent (other than the Company or an Affiliate of the Company) holds, in accordance with the terms hereof, at 11:00 a.m., New York City time, on the applicable Repurchase Date, Cash sufficient to pay the Repurchase Price of any Securities for which a Repurchase Notice has been tendered and not withdrawn pursuant to Section 3.8(b), then, on and after such Repurchase Date, such Securities will cease to be outstanding and interest (including Additional Interest, if any) on such Securities will cease to accrue, whether or not such Securities are delivered to the Paying Agent, and the rights of the Holders in respect thereof shall terminate (other than the right to receive the Repurchase Price upon delivery of such Securities, together with any necessary endorsement) and the repurchased Securities shall be cancelled.

          (d) Securities Repurchased in Part . Any Certificated Security which is to be repurchased only 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 Security, without charge, a new Security or Securities, 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 Security so surrendered which is not repurchased.

          (e) Covenant to Comply with Securities Laws upon Repurchase of Securities . When complying with the provisions of Section 3.8(a) hereof (provided , that such offer or purchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or purchase), and subject to any exemptions available under applicable law, the Company shall:

     (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act, as applicable;

     (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, as applicable; and

     (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under Section 3.8 to be exercised in the time and in the manner specified therein.

          To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Company’s compliance with such laws and regulations shall not in and of itself cause a breach of its obligations under this Section 3.8.

          (f) Repayment to the Company . The Paying Agent shall return to the Company any Cash that remains unclaimed for two years, together with interest, if any, thereon, held by it for the payment of the Repurchase Price; provided , however , to the extent that the aggregate amount of Cash deposited by the Company pursuant to Section 3.8(c) exceeds the aggregate Repurchase Price of the Securities or portions thereof which the Company is obligated to repurchase on the Repurchase Date, then, promptly after the Repurchase Date, the Paying Agent shall return any such excess to the Company.

          Section 3.9 Repurchase of Securities at Option of the Holder upon Fundamental Change .

          (a) Fundamental Change Put . (i) General . In the event any Fundamental Change (as defined below) shall occur, each Holder of Securities shall have the right (the “ Fundamental Change Repurchase Right ”), at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities (or portions thereof that are integral multiples of $1,000 in principal amount), on a date selected by the Company (the “ Fundamental Change Repurchase Date ”), which Fundamental Change Repurchase Date shall be no later than thirty (30) Trading Days, and no earlier than twenty (20) Trading Days, after the date the Fundamental Change Notice (as defined below) is mailed in accordance with Section 3.9(a)(ii), and no earlier than the date such Fundamental Change occurs, at a price, payable in Cash equal to 100% of the principal amount of the Securities (or portions thereof) to be so repurchased (the “ Fundamental Change Repurchase Price ”), plus accrued and unpaid interest (including Additional Interest, if any) to, but excluding, the Fundamental Change Repurchase Date.

          A “ Fundamental Change ” shall be deemed to have occurred upon the occurrence of either a “Change in Control” or a “Termination of Trading.”

          A “ Change in Control ” shall be deemed to have occurred if any of the following occurs after the date hereof:

     (1) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) other than the Company, a Subsidiary of the Company or one of the Company’s employee benefits plans is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of fifty percent (50%) or more of the Company’s Voting Stock;

     (2) at any time the following persons cease for any reason to constitute a majority of the Company’s Board of Directors:

     (A) individuals who on the Issuance Date constituted the Company’s Board of Directors; and

     (B) any new directors whose appointment to the Company’s Board of Directors or whose nomination for election by the Company’s shareholders was approved by at least a majority of the directors of the Company then still in office either who were directors of the Company on the Issuance Date or whose appointment or nomination for election was previously so approved;

     (3) the Company consolidates with, or merges with or into, another person or any person consolidates with, or merges with or into, the Company, in any such event other than pursuant to a transaction in which either:

     (A) the persons that “beneficially owned” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, the shares of the Company’s Voting Stock immediately prior to such transaction, “beneficially own” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, immediately after such transaction, shares of the surviving or continuing corporation’s Voting Stock representing at least a majority of the total voting power of all outstanding classes of the Voting Stock of the surviving or continuing corporation, and in substantially the same proportion to each other as such ownership immediately prior to the transaction; or

     (B) at least ninety percent (90%) of the consideration (other than Cash payments for fractional shares or pursuant to statutory appraisal rights) in such transaction consists of common stock and any associated rights traded on a U.S. national securities exchange or quoted on the Nasdaq National Market or another established over-the-counter trading market in the United States (or which shall be so traded or quoted when issued or exchanged in connection with such transaction), and, as a result of such transaction, the Securities become convertible solely into the same consideration which a Holder would have received if the Holder had converted such Securities immediately prior to the effective date of such transaction, as provided in Section 4.4;

     (4) the sale, transfer, lease, conveyance or other disposition of all or substantially all of the property or assets of the Company to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act; or

     (5) the Company is liquidated or dissolved or holders of the Company’s Capital Stock approve any plan for the Company’s liquidation or dissolution.

          A “ Termination of Trading ” shall be deemed to have occurred if, after the date hereof, the Common Stock (or other common stock into which the Securities are then convertible) is not listed for trading on a U.S. national securities exchange, quoted on the Nasdaq

          National Market, the Nasdaq SmallCap Market or approved for trading on an established automated over-the-counter trading market in the United States.

          (ii) Notice of Fundamental Change . No later than 20 Business Days after the occurrence of a Fundamental Change the Company shall mail a written notice of such occurrence (the “ Fundamental Change Company Notice ”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law), shall publish such Fundamental Change Company Notice on the Company’s website and shall publicly announce the occurrence of such Fundamental Change through a reputable newswire service. The notice shall include a form of notice to be completed by the Holder in the event the Holder elects such right to repurchase pursuant to this Section 3.9 (the “ Fundamental Change Repurchase Notice ”) and shall briefly state, as applicable:

     (1) the events causing a Fundamental Change and the date of such Fundamental Change;

     (2) that the Holder has a right to require the Company to repurchase the Holder’s Securities;

     (3) the date by which the Fundamental Change Repurchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the Fundamental Change Repurchase Right;

     (4) the Fundamental Change Repurchase Date;

     (5) the Fundamental Change Repurchase Price;

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

     (7) the Conversion Rate applicable on the date of the Fundamental Change Company Notice and any adjustments to the Conversion Rate that will result from the Fundamental Change, including whether the Company has exercised its right under Section 4.13(c);

     (8) that the Securities as to which a Fundamental Change Repurchase Notice has been given may be converted if they are otherwise convertible pursuant to Article 4 only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;

     (9) that the Securities must be surrendered to the Paying Agent to collect payment;

     (10) that the Fundamental Change Repurchase Price for any Security as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly but in no event more than five (5) Business Days following the later of the Fundamental Change Repurchase Date and the time of surrender of such Security with the necessary endorsements;

     (11) the procedures the Holder must follow to exercise its put right under this Section 3.9(a);

     (12) the conversion rights, if any, of the Securities;

     (13) the procedures for withdrawing a Fundamental Change Repurchase Notice;

     (14) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, interest (including Additional Interest, if any) on Securities surrendered for repurchase by the Company will cease to accrue on and after the Fundamental Change Repurchase Date; and

     (15) the CUSIP number(s) of the Securities.

          At the Company’s request, the Trustee shall give the Fundamental Change Company Notice in the Company’s name and at the Company’s expense; provided , however , the Company makes such request at least three Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such Fundamental Change Company Notice must be given to the Holders in accordance with this Section 3.9(a)(ii); provided , further , that the text of the Fundamental Change Company Notice shall be prepared by the Company.

          (iii) Fundamental Change Repurchase Notice . A Holder may exercise its right specified in Section 3.9(a)(i) upon delivery of a properly completed Fundamental Change Repurchase Notice to the Paying Agent at any time from the opening of business on the date of the Fundamental Change Company Notice until 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date, stating:

     (1) the certificate number of the Security which the Holder will deliver to be repurchased or the appropriate depositary procedures if Certificated Securities have not been issued;

     (2) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be $1,000 or an integral multiple of $1,000; and

     (3) that such Security shall be repurchased on the Fundamental Change Repurchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture.

          The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided , however , that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 3.9(a) only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Repurchase Notice.

          The Company shall repurchase from the Holder thereof, pursuant to this Section 3.9(a), a portion of a Security, so long as the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security.

          Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.9(a) shall be consummated by the delivery of the consideration to be received by the Holder promptly but in no event more than five (5) Business Days following the later of the Fundamental Change Repurchase Date and the time of delivery of the Security with the necessary endorsements.

          Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 3.9(a)(iii) shall have the right to withdraw such Fundamental Change Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.9(b).

          The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.

          (b) Effect of Fundamental Change Repurchase Notice . Upon receipt by the Paying Agent of the Fundamental Change Repurchase Notice specified in Section 3.9(a)(iii), the Holder of the Security in respect of which such Fundamental Change Repurchase Notice was given shall (unless such Fundamental Change Repurchase Notice is withdrawn as specified in the following paragraph) thereafter be entitled to receive solely the Fundamental Change Repurchase Price with respect to such Security. Such Fundamental Change Repurchase Price shall be paid to such Holder, subject to receipt of Cash by the Paying Agent, promptly but in no event more then five (5) Business Days following the later of (a) the Fundamental Change Repurchase Date with respect to such Security (provided the conditions in Section 3.9(a)(iii) have been satisfied) and (b) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.9(a)(iii). Securities in respect of which a Fundamental Change Repurchase Notice has been given by the Holder thereof may not be converted pursuant to Article 4 on or after the date of the delivery of such Fundamental Change Repurchase Notice unless such Fundamental Change Repurchase Notice has first been validly withdrawn as specified in the following paragraph.

          A Fundamental Change Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Fundamental Change Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying:

     (i) the Holder’s name and election to withdraw such Fundamental Change Repurchase Notice;

     (ii) the principal amount of the Security (which must be in an integral multiple of $1,000) with respect to which such notice of withdrawal is being submitted;

     (iii) the certificate number (if in certificated form) or the appropriate Depository procedures, if applicable, of the Security in respect of which such notice of withdrawal is being submitted; and

     (iv) the principal amount, if any, of such Security which remains subject to the original Fundamental Change Repurchase Notice and which has been or will be delivered for repurchase by the Company.

          (c) Deposit of Fundamental Change Repurchase Price . Prior to 11:00 a.m., New York City time, on the applicable Fundamental Change Repurchase Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of any of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.4) an amount of Cash (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Fundamental Change Repurchase Price of and accrued and unpaid interest (including Additional Interest, if any) on all the Securities or portions thereof which are to be repurchased on such Fundamental Change Repurchase Date.

          If the Paying Agent holds, in accordance with the terms hereof, at 11:00 a.m., New York City time, on the applicable Fundamental Change Repurchase Date, Cash sufficient to pay the Fundamental Change Repurchase Price of and accrued and unpaid interest (including Additional Interest, if any) on any Securities for which a Fundamental Change Repurchase Notice has been tendered and not withdrawn pursuant to Section 3.9(b), then, on and after such Fundamental Change Repurchase Date, such Securities will cease to be outstanding and interest (including Additional Interest, if any) on such Securities will cease to accrue, whether or not such Securities are delivered to the Paying Agent, and the rights of the Holders in respect thereof shall terminate (other than the right to receive the Fundamental Change Repurchase Price upon delivery of such Securities, together with necessary endorsements) and the repurchased Securities will be cancelled.

          (d) Securities Repurchased in Part . Any Certificated Security which is to be repurchased only 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 Security, without charge, a new Security or Securities, 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 Security so surrendered which is not repurchased.

          (e) Covenant to Comply With Securities Laws upon Repurchase of Securities . When complying with the provisions of Section 3.9(a) hereof (provided , that such offer or purchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or purchase), and subject to any exemptions available under applicable law, the Company shall:

     (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act, as applicable;

     (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, as applicable; and

     (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Section 3.9 to be exercised in the time and in the manner specified therein.

          To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.9, the Company’s compliance with such laws and regulations shall not in and of itself cause a breach of its obligations under this Section 3.9.

          (f) Repayment to the Company . The Paying Agent shall return to the Company any Cash that remains unclaimed for two years, together with interest, if any, thereon, held by it for the payment of the Fundamental Change Repurchase Price; provided , however , to the extent that the aggregate amount of Cash deposited by the Company pursuant to Section 3.9(c) exceeds the aggregate Fundamental Change Repurchase Price of the Securities or portions thereof which the Company is obligated to repurchase as of the Fundamental Change Repurchase Date then, promptly after the Fundamental Change Repurchase Date, the Paying Agent shall return any such excess to the Company.

ARTICLE IV

CONVERSION

          Section 4.1 Conversion Privilege .

          (a) Subject to and upon compliance with the provisions of this Article 4, a Holder of a Security shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 or an integral multiple of $1,000) of such Security into shares of Common Stock (the “ Conversion Obligation ”) or at the Company’s election as described in this Article 4, into Cash or a combination of shares of Common Stock and Cash, only as follows:

     (i) prior to December 15, 2020, during any fiscal quarter (beginning with the quarter ending after March 31, 2006) if the Closing Sale Price of the Common Stock for at least 20 Trading Days in the Measurement Period of the immediately preceding fiscal quarter exceeds 120% of the Conversion Price in effect on the last Trading Day of such Measurement Period (and in the event that (1) the Conversion Price on such last Trading Day of such Measurement Period is not the same as the Conversion Price in effect for each of the Trading Days in such Measurement Period, or (2) any event occurs requiring an adjustment to the Conversion Rate where the ‘ex’ date of the event occurs during such Measurement Period, the Company’s Board of Directors shall make such adjustments as it, in its good faith determination, deems appropriate in determining whether the foregoing condition has been met);

     (ii) prior to December 15, 2020, during any five consecutive Business Day period immediately following any five consecutive Trading Day period (the “ Note Measurement Period ”) in which the average Market Price per $1,000 principal amount of Securities during such Note Measurement Period was equal to or less than 97% of the average Conversion Value during such Note Measurement Period;

     (iii) at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date (or, if later, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the date on which the Company satisfies its obligation to deposit Cash in accordance with Section 3.5 hereof), if such Security has been called for redemption pursuant to Article 3 hereof;

     (iv) at any time on or after December 15, 2020.

          The Conversion Agent shall, on behalf of the Company, determine at the end of each applicable period whether the Securities shall be convertible as a result of the occurrence of an event specified in clause (i) or (ii) above and, if the Securities shall be so convertible, the Conversion Agent shall promptly deliver to the Company and the Trustee written notice thereof. Whenever the Securities shall become convertible pursuant to Section 4.1, the Company or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall notify the Holders in writing of the event triggering such convertibility in the manner provided in Section 4.2, and the Company shall also publicly announce such information and publish it on the Company’s website. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.

          (b) In addition,

          (i) if the Company takes any action or becomes aware of any event that would require an adjustment to the Conversion Rate:

     (A) pursuant to Section 4.3(c); or

     (B) pursuant to Section 4.3(d); or

     (C) pursuant to Section 4.3(e); or

     (D) pursuant to Section 4.3(f);

then, in each case, the Company must notify, in writing, Holders of Securities of the occurrence of such an action or event (i) in respect of clauses (A) and (B) above, at least 20 days prior to the record date, effective date or expiration date, as the case may be, for any such distribution, and (ii) in respect of clauses (C) and (D) above, as soon as practicable. Once the Company has mailed (or, if earlier, is required hereunder to mail) such notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business Day immediately preceding the “ex” date of the transaction or the date of announcement by the Company that the transaction will not take place. No adjustment shall be made to the ability of a Holder of Securities to convert if such Holder may participate in the distribution without conversion.

          (c) If:

          (i) the Company is party to a consolidation, merger or binding share exchange pursuant to which all of its Common Stock would be converted into cash, or

          (ii) a Fundamental Change occurs,

          then a Holder may surrender the Securities for conversion at any time on or before the date that is thirty (30) days after the Company announces that such consolidation, merger, binding share exchange or Fundamental Change has occurred.

          Section 4.2 Conversion Procedure; Conversion Rate; Fractional Shares; Settlement in Cash in Lieu of Common Stock .

          (a) To convert a Security, a Holder must satisfy the requirements of Paragraph 9 of the Securities. Each Security shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. Subject to the Company’s rights pursuant to Section 4.2(b), the Security will be converted into shares of Common Stock at the Conversion Rate therefor.

          Notwithstanding any other provision of this Indenture or the Securities, all Holders’ rights with respect to the conversion of the Securities and the Company’s Conversion Obligation are subject, in their entirety, to the Company’s right, in its sole discretion, to elect to satisfy its Conversion Obligation as provided in Section 4.2(b).

          The Company shall not issue any fraction of a share of Common Stock in connection with any conversion of Securities, but instead shall, subject to Section 4.2(b), make a Cash payment equal to such fraction multiplied by the Relevant Average Price per Share of the Common Stock.

          On conversion by a Holder, the Company shall ensure that such Holder will also receive the rights under the Company’s stockholder rights plan, whether or not the rights are separated from the Company’s Common Stock prior to conversion.

          Before any Holder of a Security shall be entitled to convert the same into Common Stock, such Holder shall, in the case of Securities issued in global form, comply with the procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender such Securities, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the Company at said office or place in the form of the Conversion Notice attached to the Security (the “ Conversion Notice ”) that such Holder elects to convert the same and shall state in writing therein the principal amount of Security to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for Common Stock to be issued. Before any such conversion, a Holder also shall pay all funds required, if any, relating to interest on the Securities, as provided in Section 4.9, and all taxes or duties, if any, as provided in Section 4.8. A Security shall be deemed to have been converted immediately before the close of business on the date on which all of the foregoing requirements have been satisfied (such date, the “ Conversion Date ”).

          (b) If a Holder elects to convert all or any portion of a Security into shares of Common Stock as set forth in Section 4.2(a) and the Company receives such Holder’s Conversion Notice on or prior to the day that is 10 days prior to the Final Maturity Date, or with respect to Securities called for redemption pursuant to Article 3 hereof, the applicable Redemption Date (the “ Final Notice Date ”), the Company may choose to satisfy all or any portion of the Conversion Obligation in Cash. Upon such election, the Company shall notify such Holder through the Trustee of the dollar amount to be satisfied in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Conversion Agent’s receipt of the Conversion Notice (such period, the “ Cash Settlement Notice Period ”). If the Company elects to pay Cash for any portion of the shares of Common Stock otherwise issuable to the Holder (other than after an irrevocable election as described in 4.2(b)(v) hereof), the Holder may retract the Conversion Notice at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the “ Conversion Retraction Period ”); no such retraction can be made (and a Conversion Notice shall be irrevocable) if the Company does not elect to deliver Cash in lieu of shares of Common Stock (other than Cash in lieu of fractional shares). If the Company elects to satisfy all or a portion of its Conversion Obligation in Cash and the Notice of Conversion has not been retracted, then settlement (in Cash or a combination of Cash and shares of Common Stock) will occur on the third Business Day following the Cash Settlement Averaging Period. If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, then settlement will occur on the third Business Day following the Conversion Date. With respect to any Conversion Notice received by the Company prior to the Final Notice Date and not retracted pursuant to this Section 4.2(b), the “ Conversion Settlement Distribution ” for any Security subject to such Conversion Notice shall consist of Cash, Common Stock or a combination thereof, as selected by the Company as set forth below:

     (i) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution shall be a number of shares of Common Stock for each $1,000 principal amount of the Securities to be converted equal to the Conversation Rate, plus Cash for any fractional shares pursuant to Section 4.2(a);

     (ii) if the Company elects to satisfy the entire Conversion Obligation in Cash, the Conversion Settlement Distribution shall be Cash for each $1,000 principal amount of the Securities in an amount equal to the product of:

     (1) the applicable Conversion Rate, and

     (2) the average of the Applicable Cash-Settlement Stock Price of the Common Stock for the 10 Trading Days beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the “ Cash Settlement Averaging Period ”); and

     (iii) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in Cash, the Conversion Settlement Distribution shall consist of such Cash amount (“ Cash Amount ”) and a number of shares, for each $1,000 principal amount of the Securities, equal to the applicable Conversion Rate minus the number of shares of Common Stock equal to the Cash Amount divided by the average of the

Applicable Cash-Settlement Stock Price of the Common Stock during the Cash Settlement Averaging Period (plus Cash for any fractional shares pursuant to Section 4.2(a)); provided , however , the number of shares of Common Stock shall not be less than zero; provided, further, that the Company shall pay Cash for any fractional shares pursuant to Section 4.2(a).

     (iv) At any time on or before any Final Notice Date, the Company will notify the Trustee in writing whether it intends to satisfy all or any portion of the Conversion Obligation with respect to all conversions of Securities for which the Company receives a Conversion Notice after such Final Notice Date and the dollar amount to be satisfied in Cash (which must be expressed either as 100% or as a fixed dollar amount). In such case, the applicable Conversion Settlement Distribution will be computed in the same manner as set forth above in this Section 4.2(b) except that the Cash Settlement Averaging Period shall be the 10 Trading Days beginning on the Trading Day following the Company’s receipt of the Conversion Notice, and settlement (in Cash or a combination of Cash and shares of Common Stock) will occur on the third Business Day following the final day of such Cash Settlement Averaging Period (which date could be after the Final Maturity Date).

     (v) Notwithstanding anything to the contrary in the Indenture, at any time prior to the Final Maturity Date, the Company may irrevocably elect, in its sole discretion without the consent of the Holders of the Securities, by written notice to the Trustee and the Holders of the Securities, to satisfy a portion of the Conversion Obligation for all Securities for conversion after the date of such election (the “ Election Date ”) by paying in Cash up to 100% of the principal amount of the Securities so converted. After making such an election, the Company shall satisfy the remainder of the Conversion Obligation in Common