EXHIBIT 10.1Form of Indenture

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Title: EXHIBIT 10.1Form of Indenture
Governing Law: Delaware Date: 8/12/2004
Industry: Food Processing Law Firm: Latham & Watkins LLP Sector: Consumer/Non-Cyclical

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EXHIBIT 10.1

Form of Indenture

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INTERSTATE BAKERIES CORPORATION

and each of the Guarantors party hereto

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U.S. BANK NATIONAL ASSOCIATION

TRUSTEE

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INDENTURE

Dated as of August 12, 2004

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6.0% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE AUGUST 15, 2014

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions............................................................................... 1

Section 1.2 Other Definitions......................................................................... 10

Section 1.3 Incorporation by Reference of Trust Indenture Act......................................... 11

Section 1.4 Rules of Construction..................................................................... 12

Section 1.5 Acts of Holders........................................................................... 12

ARTICLE II THE SECURITIES

Section 2.1 Form and Dating........................................................................... 13

Section 2.2 Execution and Authentication.............................................................. 14

Section 2.3 Registrar, Paying Agent and Conversion Agent.............................................. 15

Section 2.4 Paying Agent to Hold Money and Securities in Trust........................................ 15

Section 2.5 Securityholder Lists...................................................................... 16

Section 2.6 Transfer and Exchange..................................................................... 16

Section 2.7 Replacement Securities.................................................................... 17

Section 2.8 Outstanding Securities; Determination of Holder's Action.................................. 18

Section 2.9 Temporary Securities...................................................................... 19

Section 2.10 Cancellation............................................................................. 19

Section 2.11 Persons Deemed Owners.................................................................... 19

Section 2.12 Special Transfer Provisions.............................................................. 20

Section 2.13 CUSIP Numbers............................................................................ 24

Section 2.14 Issuance of Securities................................................................... 24

ARTICLE III REPURCHASE OF SECURITIES

Section 3.1 Purchase of Securities at Option of the Holder............................................ 25

Section 3.2 Purchase of Securities at Option of the Holder upon a Fundamental Change.................. 25

Section 3.3 Conditions to the Company's Election to Pay the Repurchase Price or the Fundamental

Change Repurchase Price in Common Stock................................................. 26

Section 3.4 Notices; Method of Exercising Repurchase Right, Etc....................................... 28

Section 3.5 Deposit of Repurchase Price or Fundamental Change Repurchase Price........................ 32

Section 3.6 Covenant to Comply With Securities Laws Upon Purchase of Securities....................... 33

ARTICLE IV REDEMPTION OF SECURITIES

Section 4.1 Optional Redemption....................................................................... 33

Section 4.2 Election to Redeem; Notice to Trustee..................................................... 33

Section 4.3 Selection by Trustee of Securities to Be Redeemed......................................... 34

Section 4.4 Notice of Redemption...................................................................... 34

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Section 4.5 Deposit of Redemption Price............................................................... 35

Section 4.6 Securities Payable on Redemption Date..................................................... 35

Section 4.7 Conversion Arrangement on Call for Redemption............................................. 36

ARTICLE V [INTENTIONALLY OMITTED]

ARTICLE VI COVENANTS

Section 6.1 Payment of Securities..................................................................... 36

Section 6.2 SEC and Other Reports..................................................................... 37

Section 6.3 Compliance Certificate.................................................................... 37

Section 6.4 Further Instruments and Acts.............................................................. 38

Section 6.5 Maintenance of Office or Agency........................................................... 38

Section 6.6 Delivery of Certain Information........................................................... 38

Section 6.7 Existence................................................................................. 38

Section 6.8 Liquidated Damages Under the Registration Rights Agreement................................ 39

Section 6.9 Information for IRS Filings............................................................... 39

Section 6.10 Additional Note Guarantees............................................................... 39

Section 6.11 Limitation on Certain Indebtedness....................................................... 39

Section 6.12 Book-Entry System........................................................................ 40

ARTICLE VII SUBORDINATION

Section 7.1 Agreement of Subordination................................................................ 40

Section 7.2 Payments To Holders....................................................................... 41

Section 7.3 Subrogation Of Securities................................................................. 43

Section 7.4 Authorization To Effect Subordination..................................................... 44

Section 7.5 Notice To Trustee......................................................................... 44

Section 7.6 Trustee's Relation To Senior Debt......................................................... 45

Section 7.7 No Impairment Of Subordination............................................................ 45

Section 7.8 Certain Conversions Deemed Payment........................................................ 46

Section 7.9 Article Applicable To Paying Agents....................................................... 46

Section 7.10 Senior Debt Entitled To Rely............................................................. 46

Section 7.11 Continuing Offer......................................................................... 46

Section 7.12 Limitation on Remedies................................................................... 46

ARTICLE VIII MAKE-WHOLE PREMIUM

Section 8.1 Determination of the Make-Whole Premium................................................... 48

Section 8.2 Payment of Make-Whole Premium............................................................. 51

Section 8.3 Adjustment to the Make-Whole Premium...................................................... 52

ARTICLE IX SUCCESSOR CORPORATION

Section 9.1 When Company May Merge or Transfer Assets................................................. 52

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ARTICLE X DEFAULTS AND REMEDIES

Section 10.1 Events of Default........................................................................ 53

Section 10.2 Acceleration............................................................................. 55

Section 10.3 Other Remedies........................................................................... 55

Section 10.4 Waiver of Past Defaults.................................................................. 56

Section 10.5 Control by Majority...................................................................... 56

Section 10.6 Limitation on Suits...................................................................... 56

Section 10.7 Rights of Holders to Receive Payment..................................................... 57

Section 10.8 Collection Suit by Trustee............................................................... 57

Section 10.9 Trustee May File Proofs of Claim......................................................... 57

Section 10.10 Priorities.............................................................................. 58

Section 10.11 Undertaking for Costs................................................................... 58

Section 10.12 Waiver of Stay, Extension or Usury Laws................................................. 58

Section 10.13 Restoration of Rights and Remedies...................................................... 59

Section 10.14 Rights and Remedies Cumulative.......................................................... 59

Section 10.15 Delay or Omission Not Waiver............................................................ 59

ARTICLE XI TRUSTEE

Section 11.1 Duties of Trustee........................................................................ 59

Section 11.2 Rights of Trustee........................................................................ 60

Section 11.3 Individual Rights of Trustee............................................................. 62

Section 11.4 Trustee's Disclaimer..................................................................... 62

Section 11.5 Notice of Defaults....................................................................... 62

Section 11.6 Reports by Trustee to Holders............................................................ 63

Section 11.7 Compensation and Indemnity............................................................... 63

Section 11.8 Replacement of Trustee................................................................... 64

Section 11.9 Successor Trustee by Merger.............................................................. 65

Section 11.10 Eligibility; Disqualification........................................................... 65

Section 11.11 Preferential Collection of Claims Against Company....................................... 65

ARTICLE XII DISCHARGE OF INDENTURE

Section 12.1 Discharge of Liability on Securities..................................................... 65

Section 12.2 Repayment to the Company................................................................. 65

ARTICLE XIII AMENDMENTS

Section 13.1 Without Consent of Holders............................................................... 66

Section 13.2 With Consent of Holders.................................................................. 67

Section 13.3 Compliance with Trust Indenture Act...................................................... 68

Section 13.4 Revocation and Effect of Consents, Waivers and Actions................................... 68

Section 13.5 Notation on or Exchange of Securities.................................................... 68

Section 13.6 Trustee to Sign Supplemental Indentures.................................................. 68

Section 13.7 Effect of Supplemental Indentures........................................................ 69

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ARTICLE XIV note guarantees

Section 14.1 Guarantee................................................................................ 69

Section 14.2 Subordination of Note Guarantee.......................................................... 70

Section 14.3 Limitation on Guarantor Liability........................................................ 70

Section 14.4 Execution and Delivery of Note Guarantee................................................. 71

Section 14.5 Guarantors May Consolidate, Etc. on Certain Terms........................................ 71

Section 14.6 Releases................................................................................. 72

ARTICLE XV CONVERSIONS

Section 15.1 Conversion Privilege..................................................................... 73

Section 15.2 Conversion Procedure; Fractional Shares.................................................. 74

Section 15.3 Adjustment of Conversion Price........................................................... 75

Section 15.4 Consolidation or Merger of the Company................................................... 83

Section 15.5 Notice of Adjustment..................................................................... 84

Section 15.6 Notice in Certain Events................................................................. 84

Section 15.7 Company To Reserve Stock................................................................. 85

Section 15.8 Taxes on Conversion...................................................................... 85

Section 15.9 Conversion After Record Date............................................................. 86

Section 15.10 Responsibility of Trustee for Conversion Provisions..................................... 86

Section 15.11 Unconditional Right of Holders to Convert............................................... 87

Section 15.12 Common Stock Restricted Securities Legends.............................................. 87

ARTICLE XVI MISCELLANEOUS

Section 16.1 Trust Indenture Act Controls............................................................. 87

Section 16.2 Notices.................................................................................. 87

Section 16.3 Communication by Holders with Other Holders.............................................. 88

Section 16.4 Certificate and Opinion as to Conditions Precedent....................................... 89

Section 16.5 Statements Required in Certificate or Opinion............................................ 89

Section 16.6 Separability Clause...................................................................... 89

Section 16.7 Rules by Trustee, Paying Agent, Conversion Agent and Registrar........................... 89

Section 16.8 Governing Law............................................................................ 90

Section 16.9 No Recourse Against Others............................................................... 90

Section 16.10 Successors.............................................................................. 90

Section 16.11 Multiple Originals...................................................................... 90

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EXHIBIT A Form of 144A Global Security

EXHIBIT B Form of Global Security

EXHIBIT C Form of Certificated Security

EXHIBIT D Transfer Certificate

EXHIBIT E Institutional Accredited Investor Letter

EXHIBIT F Exchange Certificate

EXHIBIT G Common Stock Restricted Securities Legend

EXHIBIT H Form of Note Guarantee

EXHIBIT I Form of Supplemental Indenture

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INDENTURE, dated as of August 12, 2004, among INTERSTATE BAKERIES

CORPORATION, a corporation duly organized and existing under the laws of the

State of Delaware, having its principal office at 12 East Armour Boulevard,

Kansas City, Missouri 64111 (the "Company"), the Guarantors (as defined) and

U.S. Bank National Association, as Trustee hereunder (the "Trustee").

Each party agrees as follows for the benefit of the other parties and

for the equal and ratable benefit of the Holders of the Company's 6.0% Senior

Subordinated Convertible Notes due August 15, 2014 (the "Securities"):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions.

"144A Global Security" means a Security that is registered in the

required to bear the Legend required by Section 2.6, which Security will be in

the form attached hereto as Exhibit A.

"Affiliate" of any specified Person means any other Person directly or

indirectly controlling or controlled by or under direct or indirect common

control with such specified Person. For the purposes of this definition,

"control" when used with respect to any specified Person means the power to

direct or cause the direction of the management and policies of such Person,

directly or indirectly, whether through the ownership of voting securities, by

contract or otherwise; and the terms "controlling" and "controlled" have

meanings correlative to the foregoing.

"Applicable Procedures" means, with respect to any transfer or

transaction involving a Global Security or beneficial interest therein, the

rules and procedures of the Depositary for such Security, in each case to the

extent applicable to such transaction and as in effect from time to time.

"Bankruptcy Code" means Title 11 of the United States Code entitled

"Bankruptcy", as now or hereafter in effect, or any successor thereto.

"Board of Directors" means either the board of directors of the Company

or any duly authorized committee of such board.

"Board Resolution" means a resolution of the Board of Directors.

"Business Day" means a day other than a Saturday or Sunday or any day

on which banking institutions in the City of New York or Kansas City, Missouri

are authorized or obligated by law or regulation to close.

"Capital Lease Obligation" means, at the time any determination thereof

is to be made, the amount of the liability in respect of a capital lease that

would at such time be required to be capitalized on a balance sheet in

accordance with GAAP.

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"Capital Stock" means, with respect to any Person, any and all shares,

interests, membership interests, rights to purchase, warrants, options,

participations or other equivalents of or interests in (however designated) the

equity of such Person, whether now outstanding or issued after the date hereof,

including without limitation, all common stock and preferred stock.

"Certificated Securities" means Securities that are in the form of the

Securities attached hereto as Exhibit C.

"Change of Control" means the occurrence of one or more of the

following events:

(1) any sale, lease, exchange or other transfer (in one transaction or

a series of related transactions) of all or substantially all of the Company's

assets to any Person or group of related Persons (other than to any of the

Company's wholly owned Subsidiaries) as defined in Section 13(d) of the Exchange

Act;

(2) the approval by the holders of the Company's Capital Stock of any

plan or proposal for liquidation or dissolution;

(3) if any Person or group shall become the beneficial owner (as

defined in Rule 13d-3 under the Exchange Act) of shares representing more than

50% of the aggregate ordinary voting power represented by issued and outstanding

Voting Stock of the Company; or

(4) any consolidation or merger by the Company where Persons who are

beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of the

Company's shares of Voting Stock immediately prior to such transaction no longer

own at least a majority of the total voting power of the continuing or surviving

corporation or entity.

Notwithstanding anything in this Indenture to the contrary, a "Change of

Control" will not be deemed to have occurred in respect of any of the foregoing

if at least 90% of the consideration, excluding cash payments for fractional

shares, in the subject transaction or event consists of shares of Capital Stock

or American Depositary Shares that are (A) listed on, or immediately after the

transaction or event will be listed on the New York Stock Exchange or another

United States national securities exchange, or (B) approved, or immediately

after the transaction or event will be approved, for quotation on the NASDAQ

National Market or any similar United States system of automated dissemination

of quotations of securities prices.

"Closing Date" means the date of this Indenture.

"Closing Price" means, for any security as of any date, the last

closing trade price for such security on the principal United States securities

market on which such security is traded (which is currently the New York Stock

Exchange with respect to the Common Stock) as reported by Bloomberg Financial

Markets (or any successor thereto, "Bloomberg"), or, if such exchange begins to

operate on an extended hours basis and does not designate the closing bid price

or the closing trade price, as the case may be, then the last bid price or last

trade price, respectively, of such security prior to 4:00:00 p.m. (New York City

time) as reported by Bloomberg, or, if such exchange is not the principal

securities exchange or trading

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market for such security, the last trade price of such security on the principal

securities exchange or trading market where such security is listed or traded as

reported by Bloomberg, or if the foregoing do not apply, the last trade price of

such security in the over-the-counter market on the electronic bulletin board

for such security as reported by Bloomberg, or, if no last trade price is

reported for such security by Bloomberg, the average of the highest bid prices

and the lowest ask prices of any market makers for such security as reported in

the "pink sheets" by Pink Sheets LLC (formerly the National Quotation Bureau,

Inc.). If the Closing Price cannot be calculated for a security on a particular

date on any of the foregoing bases, the Closing Price of such security on such

date shall be the fair market value as mutually determined by the Company and

the Majority Holders.

"Closing Price Per Share" means, with respect to the Common Stock, for

any day, the Closing Price per share of Common Stock.

"Common Stock" means the Common Stock, par value $0.01 per share, of

the Company existing on the date of this Indenture or any other shares of

Capital Stock of the Company into which such Common Stock shall be reclassified

or changed.

"Company" means the party named as the "Company" in the first Section

of this Indenture until a successor replaces it pursuant to the applicable

provisions of this Indenture and, thereafter, shall mean such successor. The

foregoing sentence shall likewise apply to any subsequent such successor or

successors.

"Company Request" or "Company Order" means a written request or order

signed in the name of the Company by any two Officers.

"Conversion Date" means, with respect to any Holder, the date on which

such Holder has satisfied all the requirements to convert its Securities

pursuant to Section 15.2.

"Corporate Trust Office" means the principal office of the Trustee at

which at any time its corporate trust business shall be administered, which

office at the date hereof is located at 60 Livingston Avenue, EP-MN-WS3C, St.

Paul, Minnesota 55107, Attention: Corporate Trust Services, or such other

address as the Trustee may designate from time to time by notice to the Holders

and the Company, or the principal corporate trust office of any successor

Trustee (or such other address as a successor Trustee may designate from time to

time by notice to the Holders and the Company).

"Default" means an event which is, or after notice or lapse of time or

both would be, an Event of Default.

"Designated Senior Debt" means (i) Senior Debt arising under or in

connection with the Company's Amended and Restated Credit Agreement, dated as of

April 25, 2002, among the Company, the Guarantors, the several banks and other

financial institutions or entities from time to time parties thereto, The Bank

of Nova Scotia, BNP Paribas, Cooperatieve Centrale Raiffeisen-Boerenleenbank,

B.A. "Rabobank International," New York Branch, and Suntrust Bank, as the

Co-Documentation Agents, Bank of America, N.A., as the Syndication Agent, and

JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as administrative agent,

as such may be amended, supplemented or restated from time to time and (ii) any

other Senior Debt and all deferrals, renewals, extensions, refinancings or

refundings of, or amendments, modifications or

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supplements thereof and that (x) is an aggregate original principal amount of

not less than $50,000,000 and (y) the Company has designated in writing to the

Trustee shall be treated as "Designated Senior Debt" for purposes of this

Indenture.

"Domestic Subsidiary" means any Subsidiary of the Company formed under

the laws of the United States or any state of the United States or the District

of Columbia or that guarantees or otherwise provides direct credit support for

any Indebtedness of the Company.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fundamental Change" means, for purposes of Article VIII, any Change of

Control, and otherwise (i) prior to August 15, 2011, any Change of Control, and

(ii) on or after August 15, 2011, any Change of Control or Termination of

Trading.

"GAAP" means generally accepted accounting principles in the United

States of America in effect from time to time.

"Global Security" means a Security that is registered in the register

of Securities in the name of a Depositary or a nominee thereof that either (a)

is a 144A Global Security or (b) is not required to bear the Legend required by

Section 2.6, which Security will be in the form attached hereto as Exhibit B.

"Guarantee" means a guarantee other than by endorsement of negotiable

instruments for collection in the ordinary course of business, direct or

indirect, in any manner including, without limitation, by way of a pledge of

assets or through letters of credit or reimbursement agreements in respect

thereof, of all or any part of any Indebtedness (whether arising by virtue of

partnership arrangements, or by agreements to keep-well, to purchase assets,

goods, securities or services, to take or pay or to maintain financial statement

conditions or otherwise).

"Guarantors" means each Subsidiary of the Company that executes a Note

Guarantee in accordance with the provisions of this Indenture, and their

respective successors and assigns, in each case, until the Note Guarantee of

such Person has been released in accordance with the provisions of this

Indenture.

"Hedging Obligations" means, with respect to any Person, the net

payment obligations of such Person under (i) interest rate swap agreements,

interest rate cap agreements and interest rate collar agreements and (ii) other

similar agreements or arrangements in each case entered into in the ordinary

course of business and pursuant to past practices designed to protect such

Person against fluctuations in commodity prices, interest rates or currency

exchange rates.

"Holder" or "Securityholder" means a Person in whose name a Security is

registered on the Registrar's books.

"Immaterial Subsidiary" means, as of any date, any Subsidiary whose

total assets, as of that date, are less than $10,000,000.

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"Indebtedness" of any Person means (a) any indebtedness, whether or not

contingent, (i) in respect of borrowed money, (ii) evidenced by bonds, notes,

debentures or similar instruments, (iii) letters of credit (or reimbursement

agreements in respect thereof), (iv) banker's acceptances, (v) representing

Capital Lease Obligations, (vi) the unpaid balance of the deferred purchase

price of any property, except to the extent that any such balance that

constitutes an accrued expense or trade payable in accordance with GAAP, (vii)

representing any Hedging Obligation, in each case, if and to the extent any of

the foregoing indebtedness (other than letters of credit and Hedging

Obligations) would appear as a liability upon a balance sheet prepared in

accordance with GAAP, as well as all Indebtedness of others secured by a lien on

any asset of such Person (whether or not such Indebtedness is assumed by such

Person) and, (b) to the extent not otherwise included in clause (a) hereof, the

Guarantee by such Person of any Indebtedness of any other Person. The amount of

any Indebtedness outstanding as of any date shall be (i) the accreted value

thereof, in the case of any Indebtedness that does not require current payments

of interest, and (ii) the principal amount thereof, together with any interest

thereon that is more than 30 days past due, in the case of any other

Indebtedness.

"Indenture" means this Indenture, as amended or supplemented from time

to time in accordance with the terms hereof.

"Interest Payment Dates" shall mean each February 15 and August 15,

commencing on February 15, 2005.

"Issue Date" of any Security means the date on which the Security was

originally issued or deemed issued as set forth on the face of the Security.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit

arrangement, encumbrance, lien (statutory or other), charge or other similar

encumbrance (including any conditional sale or other title retention agreement

and any capital lease having substantially the same economic effect as any of

the foregoing).

"Liquidated Damages" shall mean all liquidated damages then owing

pursuant to the Registration Rights Agreement.

"Majority Holders" shall mean the Holders of more than 50% of the

aggregate principal amount of the Securities at the time outstanding.

"Note Guarantee" means the Guarantee by each Guarantor of the Company's

obligations under this Indenture and the Securities, executed pursuant to the

provisions of this Indenture.

"New York Stock Exchange" means The New York Stock Exchange, Inc.

"Officer" means the Chairman of the Board, the Vice Chairman, the Chief

Executive Officer, the President, the Chief Financial Officer, the Chief

Accounting Officer, any Vice President, the Treasurer, the Controller, or the

Secretary of the Company.

"Officers' Certificate" means a written certificate containing the

information specified in Sections 16.4 and 16.5, signed in the name of the

Company by any two Officers, and

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delivered to the Trustee. An Officers' Certificate given pursuant to Section 6.3

shall be signed by the Chief Executive Officer, Chief Financial Officer, Chief

Accounting Officer, Treasurer or Controller of the Company but need not contain

the information specified in Sections 16.4 and 16.5.

"Opinion of Counsel" means a written opinion containing the information

specified in Sections 16.4 and 16.5, from legal counsel who is reasonably

acceptable to the Trustee. The counsel may be an employee of, or counsel to, the

Company or the Trustee.

"Permitted Junior Securities" means (a) equity interests in the Company

or any Guarantor, or (b) debt securities that are subordinated to all Senior

Debt (and any debt securities issued in exchange for Senior Debt) at least to

substantially the same extent as, or to a greater extent than, the Securities

and the Note Guarantees are subordinated to Senior Debt under this Indenture so

long as, in each case, the class comprised of the Holders of the Securities is

not higher than or equal to any class comprised of Senior Debt claims.

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"Person" means any individual, corporation, limited liability company,

partnership, joint venture, association, joint-stock company, trust,

unincorporated organization, or government or any agency or political

subdivision thereof.

"QIB" means a Qualified Institutional Buyer as defined in Rule 144A of

the Securities Act.

"Registration Rights Agreement" means the Registration Rights

Agreement, dated as of the date hereof, between the Company and each of the

initial purchasers of the Securities, as amended from time to time.

"Responsible Officer" means any officer within the corporate trust

department of the Trustee, including any vice president, assistant vice

president, assistant treasurer, trust officer or any other officer of the

Trustee who customarily performs functions similar to those performed by the

Persons who at the time shall be such officers, respectively, or to whom any

corporate trust matter is referred because of such Person's knowledge of and

familiarity with the particular subject and who shall have direct responsibility

for the administration of this Indenture.

"Restricted Security" means a Security required to bear the restrictive

legend set forth in the form of Security set forth in Exhibits A and B of this

Indenture.

"Rule 144" means Rule 144 under the Securities Act (or any successor

provision), as it may be amended from time to time.

"Rule 144A" means Rule 144A under the Securities Act (or any successor

provision), as it may be amended from time to time.

"SEC" means the Securities and Exchange Commission.

"Securities" has the meaning assigned to it in the preamble to this

Indenture and shall include the Securities issued pursuant to Section 2.2

hereof.

"Securities Act" means the Securities Act of 1933, as amended.

"Securityholder" or "Holder" means a Person in whose name a Security is

registered on the Registrar's books.

"Senior Debt" means:

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(i) the principal of, premium, if any, interest (including all

interest accruing subsequent to the commencement of any bankruptcy or similar

proceeding, whether or not a claim for post-petition interest is allowable as a

claim in any such proceeding), and rent payable on or termination payments with

respect to or in connection with, and all fees, costs, expenses and other

amounts accrued or due on or in connection with, Indebtedness of the Company or

any Guarantor, whether outstanding on the date of this Indenture or subsequently

created, incurred, assumed, guaranteed or in effect guaranteed by the Company or

any Guarantor and that are not exercisable or convertible into or exchangeable

for Capital Stock of the Company or any Guarantor; and

(ii) all deferrals, renewals, extensions or refundings of, or

amendments, modifications or supplements to, the foregoing;

unless in the case of any particular Indebtedness, the instrument creating or

evidencing such Indebtedness or the assumption or guarantee thereof expressly

provides that the Indebtedness shall not be senior in right of payment to the

Securities or any Note Guarantee or expressly provides that such Indebtedness is

equal with or junior to the Securities or any Note Guarantee; provided, however,

that notwithstanding anything to the contrary contained herein, the term "Senior

Debt" shall not include (a) any Indebtedness owed by the Company to any

Subsidiary or any Affiliate of the Company, (b) any Indebtedness owed by any

Guarantor to the Company, any other Guarantor, or any other Affiliate of such

Guarantor, (c) any liability for federal, state, local or other taxes owed or

owing by the Company, (d) any trade payables; and (iv) any Indebtedness with

respect to the Securities.

"Significant Subsidiary" shall have the meaning ascribed to such term

in Rule 405 of the Securities Act.

"Stated Maturity" when used with respect to any Security, means August

15, 2014.

"Subsidiary" means any Person of which at least a majority of the

outstanding Voting Stock shall at the time directly or indirectly be owned or

controlled by the Company or by one or more Subsidiaries or by the Company and

one or more Subsidiaries.

"Termination of Trading" shall be deemed to have occurred if the Common

Stock or other Capital Stock into which the Securities are convertible is

neither listed for trading on the New York Stock Exchange, the American Stock

Exchange nor approved for listing on the NASDAQ National Market or the NASDAQ

SmallCap Market, and no American Depositary Shares or similar instruments for

such common stock are so listed or approved for listing in the United States.

"TIA" means the Trust Indenture Act of 1939 as in effect on the date of

this Indenture, provided, however, that in the event the TIA is amended after

such date, TIA means, to the extent required by any such amendment, the TIA as

so amended.

"Trading Day" means a day during which trading in securities generally

occurs on the New York Stock Exchange or, if the Common Stock is not listed on

the New York Stock Exchange, on the principal other national or regional

securities exchange on which the Common

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Stock then is listed or, if the Common Stock is not listed on a national or

regional securities exchange, on the National Association of Securities Dealers

Automated Quotation System or, if the Common Stock is not quoted on the National

Association of Securities Dealers Automated Quotation System, on the principal

other market on which the Common Stock is then traded.

"Trustee" means the party named as the "Trustee" in the first paragraph

of this Indenture until a successor replaces it pursuant to the applicable

provisions of this Indenture and, thereafter, shall mean such successor. The

foregoing sentence shall likewise apply to any subsequent such successor or

successors.

"Voting Stock" of a Person means Capital Stock of such Person of the

class or classes pursuant to which the holders thereof have the general voting

power to elect, or the general power to appoint, at least a majority of the

board of directors, managers or trustees of such Person (irrespective of whether

or not at the time Capital Stock of any other class or classes shall have or

might have voting power by reason of the happening of any contingency).

"Weighted Average Price" means, for any security as of any date, the

dollar volume-weighted average price for such security on the principal United

States securities market on which such security is traded (which is currently

the New York Stock Exchange with respect to the Common Stock) as reported by

Bloomberg through its "Volume at Price" functions during the period beginning at

9:30:01 a.m. (New York City time) (or such other time as such market publicly

announces is the official open of trading), and ending at 4:00:00 p.m. (New York

City time) (or such other time as such market publicly announces is the official

close of trading), or, if such exchange is not the principal securities exchange

or trading market for such security, the dollar volume-weighted average price of

such security on the principal securities exchange or trading market where such

security is listed or traded as reported by Bloomberg, or if the foregoing do

not apply, the dollar volume-weighted average price of such security in the

over-the-counter market on the electronic bulletin board for such security as

reported by Bloomberg, or, if the dollar volume-weighted average price of such

security is not reported for such security by Bloomberg, the average of the

highest bid prices and the lowest ask prices of any market makers for such

security as reported in the "pink sheets" by Pink Sheets LLC (formerly the

National Quotation Bureau, Inc.). If the Weighted Average Price cannot be

calculated for a security on a particular date on any of the foregoing bases,

the Weighted Average Price of such security on such date shall be the fair

market value as mutually determined by the Company and the Majority Holders.

Section 1.2 Other Definitions

<TABLE>

Term Section: Defined in:

<S> <C>

"Agent Members"............................................ 2.12(e)(5)

"Bankruptcy Law"........................................... 14.3

"beneficial owner"......................................... 3.4(j)

"Calculation Agent"........................................ 8.1(b)

"Common Stock Record Date"................................. 15.3(h)

"Common Stock Restricted Securities Legend"................ 15.12

"Company Notice"........................................... 3.4

</TABLE>

<PAGE>

<TABLE>

Term Section: Defined in:

<S> <C>

"Conversion Agent"......................................... 2.3

"Conversion Limitation" ................................... 15.1(b)

"Conversion Price" ........................................ 15.1(a)

"Current Market Value"..................................... 15.3(h)

"Depositary"............................................... 2.1(a)

"Effective Date"........................................... 8.1(a)(1)

"Event of Default"......................................... 10.1

"Excess Amount"............................................ 15.3(f)

"Excess Shares"............................................ 9(c)

"Expiration Time".......................................... 15.3(f)

"Fair Market Value"........................................ 15.3(h)

"Fundamental Change Repurchase Date"....................... 3.2

"Fundamental Change Repurchase Notice"..................... 3.4(a)(4)

"Fundamental Change Repurchase Price"...................... 3.2

"junior securities"........................................ 7.8

"Legend"................................................... 2.6(f)

"Make-Whole Premium"....................................... 8.1(a)(3)

"Make-Whole Premium Table"................................. 8.1(a)(3)(iv)

"Non-Electing Share" ...................................... 15.4

"Notice of Default"........................................ 10.1

"Optional Redemption Price"................................ 4.1

"Paying Agent"............................................. 2.3

"Payment Blockage Notice".................................. 7.2

"Purchasers"............................................... 4.7

"Redemption Date".......................................... 4.4(1)

"Registrar"................................................ 2.3

"Repurchase Date".......................................... 3.1

"Repurchase Notice"........................................ 3.4(b)

"Repurchase Price"......................................... 3.1

"Rule 144A Information".................................... 6.6

"Standstill Period" ....................................... 7.12(a)

"Stock Price" ............................................. 8.1(a)(2)

"Stock Price Cap" ......................................... 8.1(a)(3)(iii)

"Stock Price Threshold" ................................... 8.1(a)(3)(ii)

"Third Parties"............................................ 15.1(c)

"transfer" ................................................ 2.6(g)

"Trigger Event" ........................................... 15.3(e)

</TABLE>

Section 1.3 Incorporation by Reference of Trust Indenture Act. Whenever

this Indenture refers to a provision of the TIA, the provision is incorporated

by reference in and made a part of this Indenture. The following TIA terms used

in this Indenture have the following meanings:

"Commission" means the SEC.

<PAGE>

"indenture securities" means the Securities.

"indenture security holder" means a Securityholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Trustee.

"obligor" on the Securities and the Note Guarantees means the Issuers

and the Guarantors, respectively, and any successor obligor upon the Securities

and the Note Guarantees, respectively.

All other TIA terms used in this Indenture that are not defined herein

and that are defined by the TIA, defined by TIA reference to another statute or

defined by SEC rule have the meanings assigned to them by such definitions.

Section 1.4 Rules of Construction. Unless the context otherwise

requires:

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

(2) an accounting term not otherwise defined has the meaning assigned

to it in accordance with GAAP;

(3) "or" is not exclusive;

(4) "including" means including, without limitation; and

(5) words in the singular include the plural, and words in the plural

include the singular.

Section 1.5 Acts of Holders. (a) Any request, demand, authorization,

direction, notice, consent, waiver or other action provided by this Indenture to

be given or taken by Holders may be embodied in and evidenced by one or more

instruments of substantially similar tenor signed by such Holders in person or

by an agent duly appointed in writing; and, except as herein otherwise expressly

provided, such action shall become effective when such instrument or instruments

are delivered to the Trustee and, where it is hereby expressly required, to the

Company and/or the Guarantors, as described in Section 16.2. Such instrument or

instruments (and the action embodied therein and evidenced thereby) are herein

sometimes referred to as the "Act" of Holders signing such instrument or

instruments. Proof of execution of any such instrument or of a writing

appointing any such agent shall be sufficient for any purpose of this Indenture

and conclusive in favor of the Trustee, the Company and the Guarantors, if made

in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such

instrument or writing may be proved by the affidavit of a witness of such

execution or by a certificate of a notary public or other officer authorized by

law to take acknowledgments of deeds, certifying that the individual signing

such instrument or writing acknowledged to such officer the execution thereof.

Where such execution is by a signer acting in a capacity other than such

signer's individual capacity, such certificate or affidavit shall also

constitute sufficient proof of such

<PAGE>

signer's authority. The fact and date of the execution of any such instrument or

writing, or the authority of the Person executing the same, may also be proved

in any other manner which the Trustee deems sufficient.

ownership of Securities shall be proved by the Registrar.

(d) Any request, demand, authorization, direction, notice, consent,

waiver or other Act of the Holder of any Security shall bind every future Holder

of the same Security and the Holder of every Security issued upon the

registration of transfer thereof or in exchange therefor or in lieu thereof in

respect of anything done, omitted or suffered to be done by the Trustee or the

Company in reliance thereon, whether or not notation of such action is made upon

such Security.

(e) If the Company shall solicit from the Holders any request, demand,

authorization, direction, notice, consent, waiver or other Act, the Company may,

at its option, by or pursuant to a Board Resolution, fix in advance a record

date for the determination of Holders entitled to give such request, demand,

authorization, direction, notice, consent, waiver or other Act, but the Company

shall have no obligation to do so. If such a record date is fixed, such request,

demand, authorization, direction, notice, consent, waiver or other Act may be

given before or after such record date, but only the Holders of record at the

close of business on such record date shall be deemed to be Holders for the

purposes of determining whether Holders of the requisite proportion of

outstanding Securities have authorized or agreed or consented to such request,

demand, authorization, direction, notice, consent, waiver or other Act, and for

that purpose the outstanding Securities shall be computed as of such record

date; provided, however, that no such authorization, agreement or consent by the

Holders on such record date shall be deemed effective unless it shall become

effective pursuant to the provisions of this Indenture not later than six months

after the record date.

ARTICLE II

THE SECURITIES

Section 2.1 Form and Dating. The Securities (including the election of

holder to require repurchase (the "Election of Holder to Require Repurchase"))

in the form set forth in Exhibit A and the Trustee's certificate of

authentication as set forth in Exhibits A, B and C) shall be substantially in

the form of Exhibits A, B and C, which are a part of this Indenture. The

Securities may have such other notations, legends or endorsements required by

law, stock exchange rule or usage (provided, however, that any such notation,

legend or endorsement required by usage is in a form acceptable to the Company).

The Company shall provide any such other notations, legends or endorsements to

the Trustee in writing. Each Security shall be dated the date of its

authentication.

(a) 144A Global Securities. The Securities shall initially be issued in

the form of a 144A Global Security, which shall be deposited with the Trustee at

its Corporate Trust Office, as custodian for the Depositary (as defined below)

and registered in the name of DTC or the nominee thereof (DTC, or any successor

thereto, and any such nominee being hereinafter referred to as the

"Depositary"), duly executed by the Company and authenticated by the Trustee

<PAGE>

as hereinafter provided. The aggregate principal amount of the 144A Global

Securities may from time to time be increased or decreased by adjustments made

on the records of the Trustee, the Registrar and the Depositary as hereinafter

provided.

(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, repurchases and conversions.

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 hereof and

shall be made on the records of the Trustee, the Registrar and the Depositary.

Global Securities deposited with or on behalf of the Depositary.

If the Securities are accepted for clearance and settlement through the

facilities of DTC, the Company shall execute and the Trustee shall, in

accordance with this Section 2.1(d), authenticate and deliver one or more Global

Securities that (a) shall be registered in the name of the Depositary, (b) shall

be delivered by the Trustee to the Depositary or pursuant to the Depositary's

instructions and (c) shall be substantially in the form of Exhibit A or Exhibit

B attached hereto.

Section 2.2 Execution and Authentication. The Securities shall be

executed on behalf of the Company by any Officer. The signature of the Officer

on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals

who were, at the time of the execution of the Securities, Officers shall bind

the Company, notwithstanding that such individuals or any of them have ceased to

hold such offices prior to the authentication and delivery of such Securities or

did not hold such offices at the date of authentication of such Securities.

No Security shall be entitled to any benefit under this Indenture or be

valid or obligatory for any purpose unless there appears on such Security a

certificate of authentication substantially in the form provided for herein duly

executed by the Trustee by manual signature of an authorized signatory, and such

certificate upon any Security shall be conclusive evidence, and the only

evidence, that such Security has been duly authenticated and delivered

hereunder.

The Trustee shall authenticate and deliver, without any further action

by the Company (other than as contemplated in Section 16.4 and Section 16.5

hereof), (i) on the Closing Date, Securities with an aggregate principal amount

of up to $100,000,000 and (ii) Securities (with an aggregate principal amount

not to exceed $20,000,000) for an original issue in an aggregate principal

amount specified in one or more Company Orders.

<PAGE>

The Securities shall be issued only in registered form without coupons

and only in denominations of $1,000 of principal amount and any integral

multiple of $1,000.

Section 2.3 Registrar, Paying Agent and Conversion Agent. The Company

shall maintain an office or agency where Securities may be presented for

registration of transfer or for exchange ("Registrar"), an office or agency

where Securities may be presented for purchase or payment ("Paying Agent") and

an office or agency where Securities may be presented for conversion

("Conversion Agent"). The Registrar shall keep a register of the Securities and

of their transfer and exchange. The Company may have one or more co-registrars,

one or more additional paying agents and one or more additional conversion

agents. The term Paying Agent includes any additional paying agent, including

any named pursuant to Section 6.5. The term Conversion Agent includes any

additional conversion agent, including any named pursuant to Section 6.5.

The Company shall enter into an appropriate agency agreement with any

Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such

Registrar, agent or co-registrar is a Person other than the Trustee). 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 such

agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion

Agent, the Trustee shall act as such and shall be entitled to appropriate

compensation therefor pursuant to Section 11.7. The Company or any Subsidiary or

an Affiliate of either of them may not act as Paying Agent, Registrar,

Conversion Agent or co-registrar under this Indenture.

The Company initially appoints the Trustee as Registrar, Conversion

Agent and Paying Agent in connection with the Securities.

Section 2.4 Paying Agent to Hold Money and Securities in Trust. Except

as otherwise provided herein, on or prior to each due date of payments in

respect of any Security, the Company shall deposit with the Paying Agent a sum

of money (in immediately available funds if deposited on the due date)

sufficient to make such payments when so becoming due. The Company shall require

each Paying Agent (other than the Trustee) to agree in writing that the Paying

Agent shall hold in trust for the benefit of Securityholders or the Trustee all

money held by the Paying Agent for the making of payments in respect of the

Securities and shall notify the Trustee of any default by the Company in making

any such payment. At any time during the continuance of any such default, the

Paying Agent shall, upon the written request of the Trustee, forthwith pay to

the Trustee all money so held in trust. The Company at any time may require a

Paying Agent to pay all money held by it to the Trustee and to account for any

funds and Common Stock disbursed by it. Upon doing so, the Paying Agent shall

have no further liability for the money.

Section 2.5 Securityholder Lists. If the Trustee is not the Registrar,

the Company shall cause to be furnished to the Trustee at least semi-annually on

January 1 and July 1 all information in the possession or control of the Company

as to the names and addresses of the Securityholders dated within 15 days of the

date on which the list is furnished 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. The Trustee

<PAGE>

shall preserve in as current a form as is reasonably practicable all information

received from the Company as to the names and addresses of Securityholders.

Section 2.6 Transfer and Exchange. (a) Subject to Section 2.12 hereof,

upon surrender for registration of transfer of any Security, together with a

written instrument of transfer satisfactory to the Registrar duly executed by

the Securityholder or such Securityholder's attorney duly authorized in writing,

at the office or agency of the Company designated as Registrar or co-registrar

pursuant to Section 2.3, the Company shall execute, and the Trustee shall

authenticate and deliver, in the name of the designated transferee or

transferees, one or more new Securities of any authorized denomination or

denominations, of a like aggregate principal amount. The Company shall not

charge a service charge for any registration of transfer or exchange, but the

Company may require payment of a sum sufficient to pay all taxes, assessments or

other governmental charges that may be imposed in connection with the transfer

or exchange of the Securities from the Securityholder requesting such transfer

or exchange, other than exchanges pursuant to Section 2.9 not involving any

transfer.

At the option of the Holder, Securities may be exchanged for other

Securities of any authorized denomination or denominations, of a like aggregate

principal amount upon surrender of the Securities to be exchanged, together with

a written instrument of exchange satisfactory to the Registrar duly executed by

the Securityholder or such Securityholder's attorney duly authorized in writing,

at such office or agency. Whenever any Securities are so surrendered for

exchange, the Company shall execute, and the Trustee shall authenticate and

deliver, the Securities which the Holder making the exchange is entitled to

receive.

The Company shall not be required to make, and the Registrar need not

Repurchase Notice or Fundamental Change Repurchase Notice has been given and not

withdrawn by the Holder thereof in accordance with the terms of this Indenture.

(b) Notwithstanding any provision to the contrary herein, so long as a

Global Security remains outstanding and is held by or on behalf of the

Depositary, transfers of a Global Security, in whole or in part, shall be made

only in accordance with Section 2.12 and this Section 2.6(b). Transfers of a

Global Security shall be limited to transfers of such Global Security in whole

or in part, to the Depositary, to nominees of the Depositary or to a successor

of the Depositary or such successor's nominee.

exchanges as aforesaid may be made from time to time as desired, and each such

registration shall be noted on the register for the Securities.

(d) Any Registrar appointed pursuant to Section 2.3 hereof 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.

(e) No Registrar shall be required to make registrations of transfer or

exchange of Securities during any periods designated in the text of the

Securities or in this Indenture as periods during which such registration of

transfers and exchanges need not be made.

<PAGE>

(f) 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 Security attached hereto as Exhibits A and C setting forth

such restrictions (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 the evidence required pursuant to the

Legend and pursuant to Section 2.12. Upon (i) provision of such satisfactory

evidence or (ii) 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 the Company or an Affiliate of the Company, the Legend shall be

reinstated.

(g) Notwithstanding the provisions of Section 2.6(f) above or Sections

2.12(b) and (c) below, a pledge or other hypothecation of any Security to a bank

or other financial institution that is either an accredited investor or a QIB,

in connection with any bona fide margin agreement or other loan or financing

arrangement shall not be deemed to constitute a "transfer" for purposes of this

Indenture. Any foreclosure or other disposition of any Securities so pledged or

otherwise hypothecated by such bank or other financial institution shall

constitute a "transfer" for all purposes hereunder and shall be made only in

accordance with the applicable provisions hereof.

Section 2.7 Replacement Securities. If (a) any mutilated Security is

surrendered to the Trustee, or (b) the Company and the Trustee receive evidence

to their satisfaction of the destruction, loss or theft of any Security, and

there is delivered to the Company and the Trustee such security or indemnity as

may be required by them to save each of them harmless, then, in the absence of

notice to the Company or the Trustee that such Security has been acquired by a

bona fide 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 certificate 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 purchased by the

Company pursuant to Article III hereof, the Company in its discretion may,

instead of issuing a new Security, pay 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

expenses (including the fees and expenses of the Trustee) connected 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 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.

<PAGE>

The provisions of this Section 2.7 are 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; Determination of Holder's Action.

Securities outstanding at any time are all the Securities authenticated by the

Trustee except for those cancelled by it, those paid pursuant to Section 2.7,

those delivered to it for cancellation and those described in this Section 2.8

as not outstanding. A Security does not cease to be outstanding because the

Company or an Affiliate thereof holds the Security; provided, however, that in

determining whether the Holders of the requisite principal amount of Securities

have given or concurred in any request, demand, authorization, direction,

notice, consent, waiver, or other Act hereunder, Securities owned by the Company

or any other obligor upon the Securities or any Affiliate of the Company or such

other obligor shall be disregarded and deemed not to be outstanding, except

that, in determining whether the Trustee shall be protected in relying upon any

such request, demand, authorization, direction, notice, consent, waiver or other

Act, only Securities which a Responsible Officer knows are so owned shall be so

disregarded. Subject to the foregoing, only Securities outstanding at the time

of such determination shall be considered in any such determination (including,

without limitation, determinations pursuant to Articles X and XIII).

If a Security is replaced pursuant to Section 2.7, it ceases to be

outstanding unless the Trustee receives proof satisfactory to it that the

replaced Security is held by a bona fide purchaser.

If the Paying Agent holds, in accordance with this Indenture, on the

Business Day following a Repurchase Date or Fundamental Change Repurchase Date,

or on Stated Maturity, money sufficient to pay Securities payable on that date,

then immediately after such Repurchase Date, Fundamental Change Repurchase Date

or Stated Maturity, as the case may be, such Securities shall cease to be

outstanding and interest, including Liquidated Damages, if any, on such

Securities shall cease to accrue.

If a Security is converted in accordance with Article XV, then from and

after the time of conversion on the date of conversion, such Security shall

cease to be outstanding and interest, including Liquidated Damages, if any,

shall cease to accrue on such Security.

Section 2.9 Temporary Securities. Pending the preparation of definitive

Securities, the Company may execute, and upon Company Order the Trustee shall

authenticate and deliver, temporary Securities which are printed, lithographed,

typewritten, mimeographed or otherwise produced, in any authorized denomination,

substantially of the tenor of the definitive Securities in lieu of which they

are issued and with such appropriate insertions, omissions, substitutions and

other variations as the officers executing such Securities may determine, as

conclusively evidenced by their execution of such Securities.

If temporary Securities are issued, the Company will cause definitive

Securities to be prepared without unreasonable delay. After the preparation of

definitive Securities, the temporary Securities shall be exchangeable for

definitive Securities upon surrender of the temporary Securities at the office

or agency of the Company designated for such purpose

<PAGE>

pursuant to Section 2.3, without charge to the Holder. Upon surrender for

cancellation of any one or more temporary Securities, the Company shall execute

and the Trustee shall authenticate and deliver in exchange therefor a like

principal amount of definitive Securities of authorized denominations. Until so

exchanged the temporary Securities shall in all respects be entitled to the same

benefits under this Indenture as definitive Securities.

Section 2.10 Cancellation. All Securities surrendered for payment,

purchased by the Company pursuant to Article III, conversion or registration of

transfer or exchange shall, if surrendered to any Person other than the Trustee,

be delivered to the Trustee and shall be promptly cancelled by it. The Company

may at any time deliver to the Trustee for cancellation any Securities

previously authenticated and delivered hereunder which the Company may have

acquired in any manner whatsoever, and all Securities so delivered shall be

promptly cancelled by the Trustee. The Company may not issue new Securities to

replace Securities it has repurchased, paid for or delivered to the Trustee for

cancellation, or that any Holder has converted pursuant to Article XV. No

Securities shall be authenticated in lieu of or in exchange for any Securities

cancelled as provided in this Section, except as expressly permitted by this

Indenture. All cancelled Securities held by the Trustee shall be disposed of by

the Trustee in accordance with the Trustee's customary procedure.

Section 2.11 Persons Deemed Owners. Prior to due presentment of a

Security for registration of transfer, the Company, the Trustee and any agent of

the Company or the Trustee may treat the Person in whose name such Security is

registered as the owner of such Security for the purpose of receiving payment of

principal of the Security or the payment of any Repurchase Price or Fundamental

Change Repurchase Price in respect thereof, and interest thereon, for the

purpose of conversion and for all other purposes whatsoever, whether or not such

Security be overdue, and neither the Company, the Trustee nor any agent of the

Company or the Trustee shall be affected by notice to the contrary.

Section 2.12 Special Transfer Provisions. (a) Notwithstanding any other

provisions of this Indenture or the Securities, (A) transfers of a Global

Security, in whole or in part, shall be made only in accordance with Section 2.6

and Section 2.12(a)(i), (B) transfers of a beneficial interest in a Global

Security for a Certificated Security shall comply with Section 2.6, Section

2.12(a)(ii) below and Section 2.12(e)(1) below, and (C) transfers of a

Certificated Security shall comply with Section 2.6 and Sections 2.12(a)(iii)

and (iv) below.

(i) Transfer of Global Security. 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, however, that

this clause (i) 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. Nothing in this Section

2.12(a)(i) shall prohibit or render ineffective any transfer of a

beneficial interest in a Global Security effected in accordance with

the other provisions of this Section 2.12(a).

<PAGE>

(ii) Restrictions on Transfer of a Beneficial Interest in

a Global Security for a Certificated Security. A beneficial interest in

a Global Security may not be exchanged for a Certificated Security

except upon satisfaction of the requirements set forth below and in

Section 2.12(e)(1) below. Upon receipt by the Trustee of a transfer of

a beneficial interest in a Global Security in accordance with

Applicable Procedures for a Certificated Security in the form

satisfactory to the Trustee, together with:

(A) so long as the Securities are Restricted Securities,

certification in the form set forth in Exhibit D;

(B) written instructions to the Trustee to make, or direct the

Registrar to make, an adjustment on its books and records with

respect to such Global Security to reflect a decrease in the

aggregate principal amount of the Securities represented by

the Global Security, such instructions to contain information

regarding the Depositary account to be credited with such

decrease; and

counsel or other evidence reasonably satisfactory to it as to

the compliance with the restrictions set forth in the Legend,

then the Trustee shall cause, or direct the Registrar to cause, in accordance

with the standing instructions and procedures existing between the Depositary

and the Registrar, the aggregate principal amount of the Securities represented

by the Global Security to be decreased by the aggregate principal amount of the

Certificated Security to be issued, shall issue such Certificated Security and

shall debit or cause to be debited to the account of the Person specified in

such instructions a beneficial interest in the Global Security equal to the

principal amount of the Certificated Security so issued.

(iii) Transfer and Exchange of Certificated Securities.

When Certificated Securities are presented to the Registrar with a

request:

(y) to register the transfer of such Certificated Securities; or

(z) to exchange such Certificated Securities for an equal

principal amount of Certificated Securities of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if

its reasonable requirements for such transaction are met; provided, however,

that the Certificated Securities surrendered for transfer or exchange:

(1) shall be duly endorsed or accompanied by a written instrument

of transfer in form reasonably satisfactory to the Company and

the Registrar, duly executed by the Holder thereof or his

attorney duly authorized in writing; and

(2) so long as such Securities are Restricted Securities, such

Securities are being transferred or exchanged pursuant to an

effective registration

<PAGE>

statement under the Securities Act or pursuant to clause (A),

(B) or (C) below, and are accompanied by the following

additional information and documents, as applicable:

(A) if such Certificated Securities are being delivered to the

Registrar by a Holder for registration in the name of such

Holder, without transfer, a certification from such Holder to

that effect; or

(B) if such Certificated Securities are being transferred to

the Company, a certification to that effect; or

pursuant to an exemption from registration, (i) a

certification to that effect (in the form set forth in Exhibit

D, if applicable) and (ii) if the Company so requests, an

opinion of counsel or other evidence reasonably satisfactory

to it as to the compliance with the restrictions set forth in

the Legend.

(iv) Restrictions on Transfer of a Certificated Security

for a Beneficial Interest in a Global Security. A Certificated Security

may not be exchanged for a beneficial interest in a Global Security

except upon satisfaction of the requirements set forth below.

Upon receipt by the Trustee of a Certificated Security, duly endorsed

or accompanied by appropriate instruments of transfer, in form satisfactory to

the Trustee, together with:

(I) so long as the Securities are Restricted Securities, certification,

in the form set forth in Exhibit F, that either (x) the Holder of such

Certificated Security is a QIB and is exchanging its Certificated

Security for an interest in the Global Security pursuant to Section

2.1(b) or (y) the Securities represented by such Certificated Security

are being transferred in compliance with Rule 144A; and

(II) written instructions directing the Trustee to make, or to direct

the Registrar to make, an adjustment on its books and records with

respect to such Global Security to reflect an increase in the aggregate

principal amount of the Securities represented by the Global Security,

such instructions to contain information regarding the Depositary

account to be credited with such increase, then the Trustee shall

cancel such Certificated Security and cause, or direct the Registrar to

cause, in accordance with the standing instructions and procedures

existing between the Depositary and the Registrar, the aggregate

principal amount of Securities represented by the Global Security to be

increased by the aggregate principal amount of the Certificated

Security to be exchanged, and shall credit or cause to be credited to

the account of the Person

<PAGE>

specified in such instructions a beneficial interest in the Global

Security equal to the principal amount of the Certificated Security so

cancelled. If no Global Securities are then outstanding, the Company

shall issue and the Trustee shall authenticate, upon written order of

the Company in the form of an Officers' Certificate, a new Global

Security in the appropriate principal amount.

(b) Subject to the succeeding Section (c), every Security shall be

subject to the restrictions on transfer provided in the Legend including the

delivery of an opinion of counsel, if so provided. Whenever any Restricted

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 D, 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.

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 or, if earlier, upon the expiration of the holding

period applicable to sales thereof under Rule 144(k). 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, by an opinion of counsel

having substantial experience in practice under the Securities Act and otherwise

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), 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.

(d) As used in the preceding two paragraphs of this Section 2.12, the

term "transfer" encompasses any sale, transfer, loan or other disposition of any

Security; but subject to the provisions of Section 2.6(g) above.

(e) The provisions of clauses (1), (2), (3) and (4) below shall apply

only to Global Securities:

(1) 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, however, that a Global Security may be exchanged for

Securities registered in the names of any Person designated

<PAGE>

by the Depositary in the event that (i) 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 (ii) an Event of

Default has occurred and is continuing with respect to the

Securities. Any Global Security exchanged pursuant to clause

(i) above shall be so exchanged in whole and not in part, and

any Global Security exchanged pursuant to clause (ii) 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, however, 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.

(2) Securities issued in exchange for a Global Security or any

portion thereof shall be issued in definitive, fully

registered 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.

(3) Subject to the provisions of clause (5) below, the registered

Holder may grant proxies and otherwise authorize any Person,

including Agent Members (as defined below) 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.

(4) In the event of the occurrence of any of the events specified

in clause (1) above, the Company will promptly make available

to the Trustee a reasonable supply of Certificated Securities

in definitive, fully registered form, without interest

coupons.

(5) Neither any members of, or participants in, the Depositary

(collectively, the "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

<PAGE>

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 "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall

use "CUSIP" numbers in notices of redemption as a convenience to Holders;

provided, however, that any such notice may state that no representation is made

as to the correctness of such numbers either as printed on the Securities or as

contained in any notice of a redemption and that reliance may be placed only on

the other identification numbers printed on the Securities, and any such

redemption 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.

Section 2.14 Issuance of Securities. The Company will be entitled to

issue Securities under this Indenture in an aggregate principal amount of $100

million on the initial issuance date for the Securities and up to an additional

aggregate principal amount not to exceed $20 million to the initial purchasers

of the Securities pursuant to the terms of the purchase agreements with such

purchasers. Other than as set forth in the preceding sentence, the Company shall

not issue any Securities under this Indenture.

ARTICLE III

REPURCHASE of SECURITIES

Section 3.1 Purchase of Securities at Option of the Holder . Securities

shall be repurchased by the Company pursuant to the terms of this Indenture and

the Securities at the option of the Holder on August 15, 2011 (the "Repurchase

Date"), at a repurchase price equal to 100% of the principal amount of the

Securities to be repurchased (any such portion being at least $1,000 or an

integral multiple of $1,000 in excess thereof and provided that no single

Security may be repurchased in part unless the portion of the principal amount

of such Security to be outstanding after such repurchase is equal to $1,000 or

integral multiples of U.S. $1,000 in excess thereof), plus interest (including

Liquidated Damages, if any) accrued but unpaid to, but excluding, the Repurchase

Date (the "Repurchase Price"), subject to the provisions of Section 3.3. At the

option of the Company, the Repurchase Price may be paid in cash, or subject to

the fulfillment by the Company of the conditions set forth in Section 3.3, by

delivery of shares of Common Stock or a combination of cash and Common Stock.

Each Holder whose Securities are repurchased pursuant to this Section 3.1 shall

receive the same percentage of cash or shares of Common Stock in payment of the

Repurchase Price for such Securities, except with regard to the payment of cash

in lieu of fractional shares of Common Stock. The number of shares of

<PAGE>

Common Stock to be delivered shall equal such number of shares of Common Stock

having a fair market value (as determined under Section 3.3 hereof) equal to the

percentage of the Repurchase Price to be paid in shares of Common Stock as set

forth in the applicable Company Notice. At any time prior to the delivery of the

applicable Company Notice, the Company may unilaterally irrevocably waive its

right under this Section 3.1 to pay all or any portion of the Repurchase Price

in shares of Common Stock by providing written notice of such waiver to the

Trustee and the Holders.

Section 3.2 Purchase of Securities at Option of the Holder upon a

Fundamental Change. In the event that a Fundamental Change shall occur, then

each Holder shall have the right, at the Holder's option, to require the Company

to repurchase, and upon the exercise of such right the Company shall repurchase,

all of such Holder's Securities not theretofore called for redemption, or any

portion of the principal amount thereof that is equal to $1,000 or any integral

multiple of $1,000 in excess thereof (provided, however, that no single Security

may be repurchased in part unless the portion of the principal amount of such

Security to be outstanding after such repurchase is equal to $1,000 or integral

multiples of $1,000 in excess thereof), on the date (the "Fundamental Change

Repurchase Date") that is (i) in the event of a Fundamental Change arising from

a Change of Control, on the first Business Day after expiration of the

Fundamental Change Conversion Period and (ii) otherwise on the 35th Business Day

after a Termination of Trading, at a repurchase price equal to 100% of the

principal amount of the Securities to be repurchased plus interest (including

Liquidated Damages) accrued but unpaid to, but excluding, the Fundamental Change

Repurchase Date (the "Fundamental Change Repurchase Price"). Such right to

require the repurchase of the Securities shall not continue after a discharge of

the Company from its obligations with respect to the Securities in accordance

with Article XII, unless a Fundamental Change shall have occurred prior to such

discharge. The Fundamental Change Repurchase Price shall be paid in cash;

provided, that the Company shall have the option to pay the Fundamental Change

Repurchase Price, subject to the fulfillment by the Company of the conditions

set forth in Section 3.3, by delivery of shares of Common Stock or a combination

of cash and Common Stock. Each Holder whose Securities are repurchased pursuant

to this Section 3.2 shall receive the same percentage of cash or shares of

Common Stock in payment of the Fundamental Change Repurchase Price for such

Securities, except with regard to the payment of cash in lieu of fractional

shares of Common Stock. The number of shares of Common Stock to be delivered

shall equal such number of shares of Common Stock having a fair market value (as

determined under Section 3.3 hereof) equal to the percentage of the Fundamental

Change Repurchase Price to be paid in shares of Common Stock as set forth in the

applicable Company Notice). At any time prior to the delivery of the applicable

Company Notice, the Company may unilaterally irrevocably waive its right under

this Section 3.2 to pay all or any portion of the Fundamental Change Repurchase

Price in shares of Common Stock by providing written notice of such waiver to

the Trustee and the Holders.

Section 3.3 Conditions to the Company's Election to Pay the Repurchase

Price or the Fundamental Change Repurchase Price in Common Stock. The Company

may elect to pay all or any portion of the Repurchase Price or the Fundamental

Change Repurchase Price, as the case may be, in shares of Common Stock if and

only if the following conditions shall have been satisfied (or waived by the

applicable Holder):

<PAGE>

(1) The shares of Common Stock deliverable in payment of the

Repurchase Price, or the Fundamental Change Repurchase Price, as the case may

be, shall not exceed the amount calculated pursuant to the provisions of Section

3.3(5) below. For purposes of this Article III, the "fair market value" of

shares of Common Stock means the product of (i) 97% and (ii) the arithmetic

average of the Closing Prices per share of the Common Stock for the fifteen

consecutive Trading Days immediately preceding and including the third Trading

Day prior to the Repurchase Date or the Fundamental Change Repurchase Date, as

the case may be, appropriately adjusted to take into account the occurrence,

during such fifteen Trading Day period, of any event described in Section 15.3;

(2) The Repurchase Price or the Fundamental Change Repurchase

Price, as the case may be, shall be paid only in cash in the event of a

Termination of Trading or in the event that any shares of Common Stock to be

issued upon repurchase of Securities hereunder (i) require registration or

approval under any federal securities law before such shares may be freely

transferable without being subject to any transfer restrictions under the

Securities Act upon repurchase and if such registration is not completed or does

not become effective prior to the delivery of the Company Notice and such

completion and effectiveness is not maintained from after delivery of such

Company Notice to the Repurchase Date or the Fundamental Change Repurchase Date,

as the case may be, or (ii) require registration or qualification under any

state securities law before such shares may be validly issued or delivered upon

repurchase and if such registration or qualification is not completed or does

not become effective prior to the delivery of the applicable Company Notice and

such completion and effectiveness is not maintained from after delivery of such

Company Notice to the Repurchase Date or the Fundamental Change Repurchase Date,

as the case may be, or (iii) violates any Federal or state securities laws;

(3) The shares of Common Stock to be issued in respect of the

Repurchase Price or the Fundamental Change Repurchase Price, as the case may be,

is, or shall have been, listed or approved for listing on the New York Stock

Exchange, the American Stock Exchange, the NASDAQ National Market or the NASDAQ

SmallCap Market, in either case, prior to the delivery of the applicable Company

Notice;

(4) The Company shall have sufficient authorized but unissued (or

issued but not outstanding) shares of Common Stock (or, in the event of a

merger, consolidation or other similar transaction involving the Company that is

otherwise permitted under the terms of this Indenture in which the Company is

not the surviving entity, out of the authorized but unissued Common Stock of the

surviving entity or its direct or indirect parent entity) to issue the shares of

Common Stock to be issued upon repurchase of the Securities on the Repurchase

Date or the Fundamental Change Repurchase Date, as the case may be, and, such

Common Stock will upon issue, be duly and validly issued and fully paid and

nonassessable and free of any preemptive rights;

(5) The Company has timely given a Company Notice containing all the

information required under Section 3.4 and such Company Notice shall set forth

the percentage of the Repurchase Price or the Fundamental Change Repurchase

Price, as the case may be, stated in a total principal amount as if all of the

Securities then outstanding shall be redeemed on the applicable Repurchase Date

or the applicable Fundamental Change Repurchase Date, as the case may be, that

will be paid in shares of Common Stock, which total principal amount to be paid

<PAGE>

shares of Common Stock shall not exceed 20% of the product of (x) the total

daily trading volume of the Common Stock as reported by Bloomberg through its

"HP" function during the ten Trading Days immediately preceding the date of

delivery of the Company Notice and (y) the arithmetic average of the Weighted

Average Price per share of Common Stock on each of such ten Trading Days as

reported by Bloomberg through its "HP" function; and

(6) The Trustee shall receive at the time of delivery of the

applicable Company Notice and just prior to the Repurchase Date or the

Fundamental Change Repurchase Date, as the case may be, (i) an Officer's

Certificate stating that the terms of the issuance of the shares of Common Stock

are in conformity with this Indenture, (ii) an Opinion of Counsel to the effect

that the shares of Common Stock to be issued by the Company in respect of the

Repurchase Price or the Fundamental Change Repurchase Price, as the case may be,

have been duly authorized and, when issued and delivered pursuant to the terms

of this Indenture, will be validly issued, fully paid and non-assessable and

(iii) an Officer's Certificate stating that the conditions to the issuance of

the shares of Common Stock have been satisfied.

Promptly after determination of the actual number of shares of Common

Stock to be issued upon repurchase of Securities, the Company shall disseminate

a press release through Dow Jones & Company, Inc. or Bloomberg Business News

containing this information or publish the information on the Company's web site

or through such other public medium as the Company may use at that time.

Section 3.4 Notices; Method of Exercising Repurchase Right, Etc. (a)

Unless the Company shall have theretofore called for redemption all of the

outstanding Securities, the Company shall give to the Trustee, the Paying Agent

and all Holders of Securities, in the manner provided in this Section 3.4,

notice (the "Company Notice") (i) on or before the 20th Business Day prior to

the Repurchase Date or, in the event of a Fundamental Change arising from a

Change of Control, the anticipated Effective Date (but in no event earlier than

45 days prior to the Repurchase Date or anticipated Effective Date, as the case

may be), and (ii) within 15 Business Days after the Company knows or reasonably

should know of the occurrence of a Fundamental Change that arises as a result of

any Termination of Trading. Prior to or concurrently with the delivery of any

Company Notice, the Company will issue a press release or publish such

information on the Company's then existing website including the information

required to be included in such Company Notice hereunder. The Company shall also

deliver a copy of any Company Notice to the Trustee. At the request and expense

of the Company on or before the fifth Business Day prior to the date on which

the Company Notice is to be mailed, the Trustee shall give the Company Notice to

the Holders.

Each Company Notice shall state:

(1) the Repurchase Date or the Fundamental Change Repurchase Date,

as the case may be,

(2) the date by which the repurchase right must be exercised,

(3) the Repurchase Price, or the Fundamental Change Repurchase

Price, as the case may be, and whether the Repurchase Price, or the Fundamental

Change Repurchase

<PAGE>

Price, as the case may be, shall be paid by the Company in cash or by delivery

of shares of Common Stock, or a combination thereof and the percentage of the

Repurchase Price or the Fundamental Change Repurchase Price, as the case may be,

stated in a total principal amount as if all of the Securities then outstanding

shall be redeemed on the applicable Repurchase Date or the applicable

Fundamental Change Repurchase Date, as the case may be, that will be paid in

shares of Common Stock (which indication shall be irrevocable, subject to the

satisfaction (or waiver) of the conditions set forth in Section 3.3),

(4) if the notice relates to the occurrence of a Fundamental Change,

the events causing the Fundamental Change, the date of the Fundamental Change

and that the Securities with respect to which a Holder gives a Repurchase Notice

with respect to a Fundamental Change (a "Fundamental Change Repurchase Notice")

may be converted only if the Holder withdraws the Repurchase Notice as to such

converted Securities in accordance with the terms of this Indenture,

(5) a description of the procedure that a Holder must follow to

exercise a repurchase right, and the place or places where such Securities are

to be surrendered for payment of the Repurchase Price or the Fundamental Change

Repurchase Price, as the case may be, and accrued but unpaid interest (including

Liquidated Damages), if any, to, but excluding, the Repurchase Date or the

Fundamental Change Repurchase Date, as the case may be,

(6) that on the Repurchase Date or the Fundamental Change Repurchase

Date, as the case may be, the Repurchase Price or the Fundamental Change

Repurchase Price, as the case may be, and accrued but unpaid interest (including

Liquidated Damages), if any, to, but excluding, the Repurchase Date or the

Fundamental Change Repurchase Date, as the case may be, will become due and

payable upon each such Security designated by the Holder to be repurchased, and

that interest thereon shall cease to accrue on and after said date,

(7) the Conversion Price then in effect, the date on which the right

to convert the principal amount of the Securities to be repurchased will

terminate in accordance with the terms of this Indenture and the place or places

where such Securities may be surrendered for conversion,

(8) the place or places that the Security certificate (including the

Election of Holder to Require Repurchase attached thereto) and the Repurchase

Notice (as defined below) shall be delivered, and, if the Security is a

Restricted Security, the place or places that the Transfer Certificate in the

form set forth in Exhibit D, required by Section 2.12 shall be delivered,

(9) the name and address of the Paying Agent and Conversion Agent,

and

(10) the percentage of any Make-Whole Premium that will be paid in

shares of Common Stock and cash (which indication shall be irrevocable), subject

to the satisfaction (or waiver) of the conditions set forth in Section 8.1(c)),

and

(11) any other information to be included therein pursuant to Section

8.1.

<PAGE>

No failure of the Company to give the foregoing notices or defect

therein shall limit any Holder's right to exercise a repurchase right or affect

the validity of the proceedings for the repurchase of Securities.

If any of the foregoing provisions or other provisions of this Article

are inconsistent with applicable law, such law shall govern.

(b) To exercise a repurchase right pursuant to Section 3.1 or Section

3.2, a Holder shall deliver to the Paying Agent (i) written notice (a

"Repurchase Notice") of the Holder's exercise of such right, which notice shall

set forth the name of the Holder, the principal amount of the Securities to be

repurchased (and, if any Security is to repurchased in part, the serial number

thereof, the portion of the principal amount thereof to be repurchased (which

portion must be in principal amounts of $1,000 or a whole multiple of $1,000)

and the name of the Person in which the portion thereof to remain outstanding

after such repurchase is to be registered), if certified, the certificate

numbers of the Securities to be repurchased, and a statement that an election to

exercise the repurchase right pursuant to the terms and conditions specified in

the Securities and the Indenture is being made thereby, and, in the event that

any portion of the Repurchase Price or the Fundamental Change Repurchase Price,

as the case may be, shall be paid in shares of Common Stock, the name or names

(with addresses) in which the certificate or certificates for shares of Common

Stock shall be issued, and (ii) book-entry transfer or delivery of such Security

to the Paying Agent at any time after delivery of the Repurchase Notice

(together with all necessary endorsements) at the offices of the Paying Agent,

such delivery being a condition to receipt by the Holder of the Repurchase Price

therefor or the Fundamental Change Repurchase Price therefor, as the case may

be; provided, however, that such Repurchase Price or Fundamental Change

Repurchase Price, as the case may be, shall be so paid pursuant to this Section

only if the Security so delivered to the Paying Agent shall conform in all

respects to the description thereof in the related Repurchase Notice. In the

case of a repurchase right pursuant to Sections 3.1 and 3.2, such delivery shall

be at any time from the opening of business on the date that is 20 Business Days

prior to the Repurchase Date until the close of business on the second Business

Day prior to the Repurchase Date or the Fundamental Change Repurchase Date, as

the case may be, subject to extension to comply with applicable law.

A repurchase notice given by a Holder in accordance with this Section

may be withdrawn, in whole or in part, by means of a written notice of

withdrawal delivered to the office of the Paying Agent at any time prior to the

close of business on the day that is one Business Day before the Repurchase Date

or Fundamental Change Repurchase Date, as the case may be, specifying:

(1) the certificate number, if any, of the Security in respect of

which such notice of withdrawal is being submitted, or the appropriate

Depositary procedures if Certificated Securities have not been issued,

(2) the principal amount of the Security with respect to which such

notice of withdrawal is being submitted, and

<PAGE>

(3) 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 purchase by the Company.

The Company may, in its sole and complete discretion, accept a written

notice of withdrawal on or after the close of business on the day that is one

Business Day prior to the Repurchase Date or the Fundamental Change Repurchase

Date, as the case may be. The decision of the Company to accept or reject such a

withdrawal notice shall be conclusive and binding on the Holder proposing to

make the withdrawal.

Article if an Event of Default has occurred and is continuing (other than a

default that is cured by the payment of the Repurchase Price or Fundamental

Change Repurchase Price, as the case may be). The Paying Agent shall promptly

return to the respective Holders thereof any Securities (i) with respect to

which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case

may be, has been withdrawn in compliance with this Indenture or (ii) held by it

during the continuance of an Event of Default (other than a default that is

cured by the payment of the Repurchase Price or the Fundamental Change

Repurchase Price, as the case may be) in which case, upon such return, the

Repurchase Notice or the Fundamental Change Repurchase Notice with respect

thereto shall be deemed to have been withdrawn.

(d) In the event a repurchase right shall be exercised in accordance

with the terms hereof, the Company shall pay or cause to be paid to the Trustee

the Repurchase Price or the Fundamental Change Repurchase Price, as the case may

be, in cash or shares of Common Stock, as provided in Section 3.3, for payment

to the Holder on the Repurchase Date or the Fundamental Change Repurchase Date,

as the case may be, together with accrued and unpaid interest to, but excluding,

the Repurchase Date or the Fundamental Change Repurchase Date, as the case may

be, payable with respect to the Securities as to which the repurchase right has

been exercised.

(e) If any Security (or portion thereof) surrendered for repurchase

shall not be so paid on the Repurchase Date or the Fundamental Change Repurchase

Date, as the case may be, the Repurchase Price or the Fundamental Change

Repurchase Price, as the case may be with respect to such Security shall, until

paid, bear interest to the extent permitted by applicable law from the

Repurchase Date or the Fundamental Change Repurchase Date, as the case may be,

at a rate equal to the Interest Rate on the Security plus 1% per annum, and such

Security shall remain convertible into Common Stock until the Repurchase Price

or the Fundamental Change Repurchase Price, as the case may be, plus any default

interest accrued under this Section 3.4(e), shall have been paid or duly

provided for.

(f) Any Security that is to be repurchased only in part shall be

surrendered to the Trustee (with, if the Company or the Trustee so requires, due

endorsement by, or a written instrument of transfer in form satisfactory to the

Company and the Trustee duly executed by, the Holder thereof or his attorney

duly authorized in writing), and the Company shall execute, and the Trustee

shall authenticate and make available for delivery to the Holder of such

Security without service charge, a new Security or Securities, containing

identical terms and conditions,

<PAGE>

each in an authorized denomination in aggregate principal amount equal to and in

exchange for the unrepurchased portion of the principal of the Security so

surrendered.

(g) Any issuance of shares of Common Stock in respect of the Repurchase

Price or the Fundamental Change Repurchase Price, as the case may be, shall be

deemed to have been effected immediately prior to the close of business on the

Repurchase Date or the Fundamental Change Repurchase Date, as the case may be,

and the Person or Persons in whose name or names any certificate or certificates

for shares of Common Stock shall be issuable upon such repurchase shall be

deemed to have become on the Repurchase Date or the Fundamental Change

Repurchase Date, as the case may be, the holder or holders of record of the

shares represented thereby; provided, however, that any surrender for repurchase

on a date when the stock transfer books of the Company shall be closed shall

constitute the Person or Persons in whose name or names the certificate or

certificates for such shares are to be issued as the record holder or holders

thereof for all purposes at the opening of business on the next succeeding day

on which such stock transfer books are open. No payment or adjustment shall be

made for dividends or distributions on any Common Stock issued upon repurchase

of any Security declared prior to the Repurchase Date or the Fundamental Change

Repurchase Date, as the case may be.

(h) No fractions of shares shall be issued upon repurchase of

Securities. If more than one Security shall be repurchased from the same Holder

and the Repurchase Price or the Fundamental Change Repurchase Price, as the case

may be, shall be payable in shares of Common Stock, then the number of full

shares that shall be issuable upon such repurchase shall be computed on the

basis of the aggregate principal amount of the Securities so repurchased.

Instead of any fractional share of Common Stock that would otherwise be issuable

on the repurchase of any Security or Securities, the Company will deliver to the

applicable Holder its check for the current market value of such fractional

share. The current market value of a fraction of a share is determined by

multiplying the current market price of a full share by the fraction, and

rounding the result to the nearest cent. For purposes of this Section, the

current market price of a share of Common Stock is the Closing Price per share

of the Common Stock on the most recent Trading Day immediately preceding the

Repurchase Date or the Fundamental Change Repurchase Date, as the case may be.

(i) Any issuance and delivery of certificates for shares of Common

Stock on repurchase of Securities shall be made without charge to the Holder of

Securities being repurchased for such certificates or for any tax or duty in

respect of the issuance or delivery of such certificates or the securities

represented thereby; provided, however, that the Company shall not be required

to pay any tax or duty that may be payable in respect of (1) income of the

Holder or (2) any transfer involved in the issuance or delivery of certificates

for shares of Common Stock in a name other than that of the Holder of the

Securities being repurchased, and no such issuance or delivery shall be made

unless and until the Person requesting such issuance or delivery has paid to the

Company the amount of any such tax or duty or has established, to the

satisfaction of the Company, that such tax or duty has been paid.

(j) If shares of Common Stock to be delivered upon repurchase of a

Restricted Security are to be registered in a name other than that of the

"beneficial owner" of such Security (determined in accordance with Rule 13d-3,

as in effect on the date of the original execution of this Indenture,

promulgated by the Commission pursuant to the Exchange Act), then such Holder

<PAGE>

must deliver to the Trustee a Transfer Certificate in the form set forth in

Exhibit D, dated the date of surrender of such Restricted Security and signed by

such beneficial owner, as to compliance with the restrictions on transfer

applicable to such Restricted Security. Neither the Trustee nor any Registrar or

Transfer Agent or other agents shall be required to register in a name other

than that of the beneficial owner shares of Common Stock issued upon repurchase

of any such Restricted Security not so accompanied by a properly completed

Transfer Certificate.

(k) All Securities delivered for repurchase shall be delivered to the

Trustee to be canceled at the direction of the Trustee.

Section 3.5 Deposit of Repurchase Price or Fundamental Change

Repurchase Price. Prior to 10:00 a.m. (New York City time) on the Repurchase

Date or the Fundamental Change Repurchase Date, as the case may be, the Company

shall deposit with the Paying Agent (or if the Company is the Paying Agent,

shall segregate and hold in trust) cash and/or Common Stock (if permitted

pursuant to Section 3.3) sufficient to pay the Repurchase Price or the

Fundamental Change Repurchase Price, as the case may be. The Company shall

promptly notify the Trustee in writing of the amount of any deposits of cash or

Common Stock made pursuant to this Section 3.5.

Section 3.6 Covenant to Comply With Securities Laws Upon Purchase of

Securities. When complying with the provisions of Section 3.1 and 3.2 hereof

(provided, however, 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, (ii) file the related Schedule TO (or any

successor schedule, form or report) under the Exchange Act, and (iii) otherwise

comply with all Federal and state securities laws so as to permit the rights and

obligations under Sections 3.1 and 3.2 to be exercised in the time and in the

manner specified in Sections 3.1 and 3.2.

ARTICLE IV

REDEMPTION OF SECURITIES

Section 4.1 Optional Redemption. (a) Except as set forth in Section

4.1(b), the Securities are not redeemable prior to August 15, 2013. Subject to

Section 15.9, on and after August 15, 2013, the Company may, at its option,

redeem the Securities in whole at any time or in part from time to time, on any

date prior to the Stated Maturity of the Securities upon at least 30 days'

notice given in the manner set forth in Section 4.4, at a redemption price equal

to 100% of the principal amount of the Securities to be repurchased plus

interest (including Liquidated Damages) accrued but unpaid to, but excluding the

Redemption Date (the "Optional Redemption Price").

(b) Notwithstanding the foregoing, on and after August 15, 2011 and

until August 15, 2013, the Company may, at its option, subject to Section 15.9,

redeem the Securities in whole at any time or in part from time to time, upon at

least 30 days' notice given in the manner set forth in Section 4.4, at the

Optional Redemption Price if, (i) on the date that the

<PAGE>

Company gives such notice, the Closing Price per share of the Common Stock for

at least 20 Trading Days of the 30 consecutive Trading Days immediately

preceding such date is at least 140% of the Conversion Price then in effect,

appropriately adjusted to take into account the occurrence, during such five

Trading Day period, of any event described in Section 15.3 and (ii) on the date

that the Company delivers such Company Notice through the date of redemption,

the Common Stock issuable upon conversion of the Securities is either (1)

covered by a registration statement covering resales thereof that is effective

and available for use and is expected to remain effective and available for use

for the 30 days following the date of such notice or (2) eligible to be resold

by non-affiliates pursuant to Rule 144(k) under the Securities Act.

Section 4.2 Election to Redeem; Notice to Trustee. The election of the

Company to redeem any Securities shall be evidenced by a Board Resolution. In

case of any redemption at the election of the Company of any of the Securities,

the Company shall, at least 45 days prior to the Redemption Date fixed by the

Company (unless a shorter notice shall be satisfactory to the Trustee), notify

the Trustee and the Holders of the Securities in writing of such Redemption

Date.

Section 4.3 Selection by Trustee of Securities to Be Redeemed. If less

than all the Securities are to be redeemed, the particular Securities to be

redeemed shall be selected by the Trustee (in principal amounts of $1,000 or

integral multiples thereof) within five Business Days after it receives the

notice described in Section 4.4, from the outstanding Securities not previously

called for redemption, by lot or by such other method as the Trustee may deem

fair and appropriate. 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 (so far as may be) to be the portion selected for redemption.

Securities which have been converted during a selection of Securities to be

redeemed may be treated by the Trustee as outstanding for the purpose of such

selection. The Trustee shall promptly notify the Company and each Security

Registrar in writing of the Securities selected for redemption and, in the case

of any Securities selected for partial redemption, the principal amount thereof

to be redeemed. For all purposes of this Indenture, unless the context otherwise

requires, all provisions relating to the redemption of Securities shall relate,

in the case of any Securities redeemed or to be redeemed only in part, to the

portion of the principal amount of such Securities which has been or is to be

redeemed.

Section 4.4 Notice of Redemption. Notice of redemption shall be given

by the Company in the manner provided in this Section 4.4 to the Trustee, the

Paying Agent and the Holders of Securities to be redeemed not less than 30 nor

more than 60 days prior to the Redemption Date, and such notice shall be

irrevocable. The Company shall, concurrently with the giving of such notice,

publish a press release including the information required to be included in

such notice of redemption hereunder.

All notices of redemption shall state:

(1) the date of redemption (the "Redemption Date"),

(2) the Optional Redemption Price,

<PAGE>

(3) if less than all outstanding Securities are to be redeemed, the

aggregate principal amount of Securities to be redeemed and the aggregate

principal amount of Securities which will be outstanding after such partial

redemption,

(4) that on the Redemption Date the Optional Redemption Price, will

become due and payable upon each such Security to be redeemed, and that interest

thereon shall cease to accrue on and after said date,

(5) the Conversion Price, that the right to convert the Securities

to be redeemed will terminate on the Redemption Date and the places where such

Securities may be surrendered for conversion,

(6) the place or places where such Securities are to be surrendered

for payment of the Optional Redemption Price; and

(7) the CUSIP number of the Securities.

In case of a partial redemption, the notice shall specify the serial

and CUSIP numbers (if any) and the portions thereof called for redemption and

that transfers and exchanges may occur on or prior to the Redemption Date.

Notice of redemption of Securities to be redeemed at the election of

the Company shall be given by the Company or, at the Company's written request,

by the Trustee in the name of and at the expense of the Company. Notice of

redemption of Securities to be redeemed at the election of the Company received

by the Trustee shall be given by the Trustee to each Paying Agent in the name of

and at the expense of the Company.

Section 4.5 Deposit of Redemption Price. On or prior to 10:00 a.m. (New

York City time) on the Redemption Date, the Company shall deposit with the

Trustee an amount of money (which shall be in immediately available funds on

such Redemption Date) sufficient to pay the Optional Redemption Price of all the

Securities which are to be redeemed on that date other than any Securities

called for redemption on that date which have been converted prior to the date

of such deposit. If any Security called for redemption is converted, any money

deposited with the Trustee or so segregated and held in trust for the redemption

of such Security shall be paid to the Company on Company Request or, if then

held by the Company, shall be discharged from such trust.

Section 4.6 Securities Payable on Redemption Date. Notice of redemption

having been given as aforesaid, the Securities so to be redeemed shall, on the

Redemption Date, become due and payable at the Optional Redemption Price therein

specified and from and after such date (unless the Company shall default in the

payment of the Optional Redemption Price) such Securities shall cease to bear

interest. Upon surrender of any Security for redemption in accordance with said

notice such Security shall be paid by the Company at the Optional Redemption

Price.

If any Security called for redemption shall not be so paid upon

surrender thereof for redemption, the Optional Redemption Price with respect to

such Security, to the extent permitted by applicable law, shall, until paid,

bear interest from the Redemption Date at a rate

<PAGE>

equal to the Interest Rate on the Security plus 1% per annum and such Security

shall remain convertible into Common Stock until the Optional Redemption Price

plus any default interest accrued under this Section 4.6, shall have been paid

or duly provided for.

Any Security that is to be redeemed only in part shall be surrendered

at the Corporate Trust Office or an office or agency of the Company designated

for that purpose pursuant to Section 6.5 (with, if the Company or the Trustee so

requires, due endorsement by, or a written instrument of transfer in form

satisfactory to the Company and the Trustee duly executed by, the Holder thereof

or his attorney duly authorized in writing), and the Company shall execute, and

the Trustee shall authenticate and make available for delivery to the Holder of

such Security without service 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 unredeemed portion of the principal of

the Security so surrendered. Upon redemption, interests in Global Securities

shall be reduced in accordance with the Applicable Procedures.

Section 4.7 Conversion Arrangement on Call for Redemption. In

connection with any redemption of Securities, the Company may arrange for the

purchase and conversion of any Securities to be redeemed by an agreement with

one or more investment bankers or other purchasers (the "Purchasers") to

purchase such securities by paying to the Trustee in trust for the Holders, on

or before 10:00 a.m. (New York City time) on the Redemption Date, an amount not

less than the applicable Redemption Price, together with any interest accrued

and unpaid to but excluding the Redemption Date, of such Securities.

Notwithstanding anything to the contrary contained in this Article, the

obligation of the Company to pay the Optional Redemption Price shall be deemed

to be satisfied and discharged to the extent such amount is so paid by such

Purchasers. If such an agreement is entered into (a copy of which shall be filed

with the Trustee prior to the close of business on the Business Day immediately

prior to the Redemption Date), any Securities called for redemption that are not

duly surrendered for conversion by the Holders thereof may, at the option of the

Company, be deemed, to the fullest extent permitted by law, and consistent with

any agreement or agreements with such Purchasers, to be acquired by such

Purchasers from such Holders and (notwithstanding anything to the contrary

contained in Article XV) surrendered by such Purchasers for conversion, all as

of immediately prior to the close of business on the Business Day prior to the

Redemption Date, subject to payment of the above amount as aforesaid. At the

direction of the Company, the Trustee shall hold and dispose of any such amount

paid to it by the Purchasers to the Holders in the same manner as it would

monies deposited with it by the Company for the redemption of Securities.

Without the Trustee's prior written consent, no arrangement between the Company

and such Purchasers for the purchase and conversion of any Securities shall

increase or otherwise affect any of the powers, duties, responsibilities or

obligations of the Trustee as set forth in this Indenture, and the Company

agrees to indemnify the Trustee from, and hold it harmless against, any loss,

liability or expense arising out of or in connection with any such arrangement

for the purchase and conversion of any Securities between the Company and such

Purchasers, including the costs and expenses, including reasonable legal fees,

incurred by the Trustee 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.

<PAGE>

ARTICLE V

[INTENTIONALLY OMITTED]

ARTICLE VI

COVENANTS

Section 6.1 Payment of Securities. The Company shall promptly make all

payments in respect of the Securities on the dates and in the manner provided in

the Securities or pursuant to this Indenture. Any amounts of cash to be given to

the Trustee or Paying Agent shall be deposited with the Trustee or Paying Agent

by 10 a.m. (New York City time) on the applicable date by the Company. Principal

amount plus accrued interest, if any, including the Repurchase Price, the

Fundamental Change Repurchase Price, the Optional Redemption Price, Liquidated

Damages and interest, if any, shall be considered paid on the applicable date

due if on such date the Trustee or the Paying Agent holds, in accordance with

this Indenture, cash sufficient to pay all such amounts then due.

Section 6.2 SEC and Other Reports. The Company shall file with the

Trustee, within 15 days after it files such annual and quarterly reports,

information, documents and other reports with the SEC, copies of its annual

report and of the information, documents and other reports (or copies of such

portions of any of the foregoing as the SEC may by rules and regulations

prescribe) which the Company is required to file with the SEC pursuant to

Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the

other provisions of TIA Section 314(a), whether or not the Securities are

governed by the TIA. Delivery of such reports, information and documents to the

Trustee is for informational purposes only and the Trustee's receipt of such

shall not constitute constructive notice of any information contained therein or

determinable from information contained therein, including the Company's

compliance with any of its covenants hereunder (as to which the Trustee is

entitled to rely conclusively on Officers' Certificates). At any time when the

Company is not subject to Section 13 of 15(d) of the Exchange Act, the Company

shall furnish to the Trustee (i) quarterly financial statements within 45 days

after the end of each fiscal quarter that are substantially equivalent to those

the Company would be required to file with the SEC in a Quarterly Report on Form

10-Q, (ii) annual financial statements within 90 days after the end of each

fiscal year that are substantially equivalent to those the Company would be

required to file with the SEC in an Annual Report on Form 10-K, including a

report thereon by the Company's certified independent accountants, and (iii)

accompanying each of the financial statements required by (i) and (ii) above,

information substantially equivalent to that required by Regulation S-K Item

303, "Management Discussion and Analysis of Financial Condition and Results of

Operations;" provided, that in each case the delivery of materials to the

Trustee by electronic means shall be deemed "furnished" to the Trustee for

purposes of this Section 6.2; provided, further, that the Company shall be

deemed to have satisfied its obligations under each of (i), (ii) and (iii) above

if it files such information with the SEC (if the SEC will accept such filing)

or otherwise makes such financial statements and other information available on

or through its web site.

The Company will promptly deliver to the Trustee, forthwith upon coming

to have actual knowledge any Event of Default, an Officers' Certificate

specifying with particularity

<PAGE>

such default or Event of Default and further stating what action the Company has

taken, is taking or proposes to take with respect thereto.

Section 6.3 Compliance Certificate. The Company and each Guarantor (to

the extent that such Guarantor is so required under the TIA) shall deliver to

the Trustee within 120 days after the end of each fiscal year of the Company

(beginning with the fiscal year ending on May 28, 2005) an Officers' Certificate

which complies with the requirements of the TIA, stating whether or not to the

knowledge of the signers thereof, the Company is in default in the performance

and observance of any of the terms, provisions and conditions of this Indenture

(without regard to any period of grace or requirement of notice provided

hereunder) and if the Company shall be in default, specifying all such defaults

and the nature and status thereof of which they may have knowledge.

Section 6.4 Further Instruments and Acts. Upon request of the Trustee,

the Company will execute and deliver such further instruments and do such

further acts as may be reasonably necessary or proper to carry out more

effectively the purposes of this Indenture.

Section 6.5 Maintenance of Office or Agency. The Company will maintain

an office or agency of the Trustee, Registrar, Paying Agent and Conversion Agent

where Securities may be presented or surrendered for payment, where Securities

may be surrendered for registration of transfer, exchange, purchase or

conversion and where notices and demands to or upon the Company in respect of

the Securities and this Indenture may be served. The office of U. S. Bank

National Association, 60 Livingston Avenue, St. Paul, Minnesota 55107, shall

initially be such office or agency for all of the aforesaid purposes. The

Company shall give prompt written notice to the Trustee of the location, and of

any change in the location, of any such office or agency (other than a change in

the location of the office of the Trustee). If at any time the Company shall

fail to maintain any such required office or agency or shall fail to furnish the

Trustee with the address thereof, such presentations, surrenders, notices and

demands may be made or served at the address of the Trustee set forth in Section

16.2.

The Company may also from time to time designate one or more other

offices or agencies where the Securities may be presented or surrendered for any

or all such purposes and may from time to time rescind such designations.

Section 6.6 Delivery of Certain Information. At any time when the

Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the

request of a Holder or any beneficial owner of Securities or holder or

beneficial owner of shares of Common Stock issued upon conversion thereof, the

Company and the Guarantors will promptly furnish or cause to be furnished Rule

144A Information (as defined below) and any reports required to be filed by them

under the Exchange Act or the Securities Act to such Holder or any beneficial

owner of Securities or holder or beneficial owner of shares of Common Stock, or

to a prospective purchaser of any such security designated by any such holder,

as the case may be, to the extent required to permit compliance by such Holder

or holder with Rule 144A under the Securities Act in connection with the resale

of any such security. "Rule 144A Information" shall be such information as is

specified pursuant to Rule 144A(d)(4) under the Securities Act.

<PAGE>

Section 6.7 Existence. Subject to Article IX, the company shall do or

cause to be done all things necessary to preserve and keep in full force and

effect its existence, rights (charter and statutory) and franchises; provided,

however, that the Company shall not be required to preserve any such right or

franchise if the Board of Directors of the Company shall determine that the

preservation thereof is no longer desirable in the conduct of the business of

the Company.

Section 6.8 Liquidated Damages Under the Registration Rights Agreement.

If at any time Liquidated Damages become payable by the Company pursuant to the

Registration Rights Agreement, the Company shall promptly deliver to the Trustee

a certificate to that effect and stating (i) the amount of such Liquidated

Damages that are payable and (ii) the date on which such Liquidated Damages are

payable pursuant to the terms of the Registration Rights Agreement. Unless and

until a Responsible Officer of the Trustee receives such a certificate, the

Trustee may assume without inquiry that no Liquidated Damages are payable. If

the Company has paid Liquidated Damages directly to the Persons entitled to such

Liquidated Damages, the Company shall deliver to the Trustee a certificate

setting forth particulars of such payment.

Section 6.9 Information for IRS Filings. The Company shall provide to

the Trustee on a timely basis such information as the Trustee requires to enable

the Trustee to prepare and file any form required to be submitted by the Company

with the Internal Revenue Service and the Holders of the Securities.

Section 6.10 Additional Note Guarantees. If the Company acquires or

creates another Domestic Subsidiary after the date of this Indenture, then that

newly acquired or created Domestic Subsidiary will become a Guarantor and

execute a supplemental indenture and deliver an Opinion of Counsel satisfactory

to the Trustee within 10 Business Days of the date on which it was acquired or

created to the effect that such supplemental indenture has been duly authorized,

executed and delivered by that Domestic Subsidiary and constitutes a valid and

binding agreement of that Domestic Subsidiary, enforceable in accordance with

its terms (subject to customary exceptions); provided, however, that any

Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a

Guarantor until such time as it ceases to be an Immaterial Subsidiary and is

directly or indirectly wholly owned by the Company. The form of such Note

Guarantee is attached as Exhibit H hereto.

Section 6.11 Limitation on Certain Indebtedness.

(a) Neither the Company nor any Guarantor shall, directly or

indirectly, incur, create, issue, assume, guarantee or otherwise become liable

for any Senior Debt or other Indebtedness that is both (1) secured by a Lien on

any of the assets or properties thereof and (2) exercisable or convertible into

or exchangeable for Capital Stock of the Company or any Guarantor; provided,

however, that any such Indebtedness (other than Senior Debt) may be secured by

such a Lien and be exercisable or convertible into or exchangeable for Capital

Stock of the Company or any Guarantor, if the Securities shall simultaneously

therewith become secured on an equal and ratable basis with such Indebtedness

until such Indebtedness is no longer secured by such Lien.

<PAGE>

(b) Neither the Company nor any Guarantor shall issue, directly or

indirectly, any warrants, options or other securities convertible into or

exercisable or exchangeable for Capital Stock of the Company or any Guarantor in

connection with the incurrence of any Senior Debt or other Indebtedness that is

secured by a Lien directly or indirectly on any of the assets or properties

thereof; provided, however, that the Company or any Guarantor may issue,

directly or indirectly, any warrants, options or other securities convertible

into or exercisable or exchangeable for Capital Stock of the Company or any

Guarantor in connection with the incurrence of any such Indebtedness (other than

Senior Debt) secured by such a Lien, if the Securities shall simultaneously

therewith become secured on an equal and ratable basis with such Indebtedness

until such Indebtedness is no longer secured by such Lien; provided, further,

that nothing in this Section 6.11 shall prohibit the Company or any Guarantor

from granting or issuing options, warrants or other securities exercisable or

convertible into or exchangeable for Capital Stock of the Company or any

Guarantor as full or partial payment of a customary advisory fee payable to a

nationally recognized financial institution in connection with a strategic

transaction or financing.

indirectly, incur, create, issue, assume, guarantee or otherwise become liable

for any unsecured Indebtedness that is (i) exercisable or convertible into or

exchangeable for Capital Stock of the Company or any Guarantor or (ii) incurred

in connection with the issuance of any warrants, options or other securities

exercisable or convertible into or exchangeable for Capital Stock of the Company

or any Guarantor, unless (A) such Indebtedness is made expressly subordinate in

right of payment to the Indebtedness evidenced by the Securities pursuant to an

agreement the subordination provisions of which are substantially similar to

those contained in Article VII hereof, and (B) such Indebtedness does not

provide at any time for the payment, prepayment, repayment, repurchase or

defeasance, directly or indirectly, of any principal or premium, if any, thereon

until November 16, 2011 or later.

Section 6.12 Book-Entry System. If the Securities cease to be traded in

the Depositary's book-entry settlement system, the Company covenants and agrees

that it shall use reasonable efforts to make other book entry arrangements that

it determines are reasonable for the Securities.

ARTICLE VII

SUBORDINATION

Section 7.1 Agreement of Subordination. The Company covenants and

agrees, and each Holder of Securities issued hereunder by its acceptance thereof

likewise covenants and agrees, that all Securities shall be issued subject to

the provisions of this Article VII; and each Person holding any Security,

whether upon original issue or upon transfer, assignment or exchange thereof,

accepts and agrees to be bound by such provisions.

The payment of the principal of and interest (including the payment of

the Repurchase Price, the Fundamental Change Repurchase Price, the Make-Whole

Premium and Liquidated Damages, if any) on all Securities issued hereunder

shall, to the extent and in the manner hereinafter set forth, be subordinated

and subject in right of payment to the prior

<PAGE>

payment in full in cash or payment satisfactory to the holders of Senior Debt of

all Senior Debt, whether outstanding at the date of this Indenture or thereafter

created, incurred, assumed or guaranteed and that the subordination is for the

benefit of the holders of Senior Debt; provided, however, that the Securities,

the Indebtedness represented thereby and the payment of the principal of and

premium, if any, and interest on the Securities in all respects shall rank

equally with, or prior to, all existing and future Indebtedness of the Company

that is expressly subordinated to any Senior Debt.

Section 7.2 Payments To Holders. No payment shall be made with respect

to the principal of or interest (including the payment of the Repurchase Price,

the Fundamental Change Repurchase Price, the Make-Whole Premium and Liquidated

Damages, if any) on the Securities (except payments of Permitted Junior

Securities and payments and distributions made by the Trustee as permitted by

Section 7.5), if:

(i) a default in the payment of principal, premium, interest,

rent or other payment obligations due on any Designated Senior Debt occurs

and is continuing (or, in the case of Designated Senior Debt for which

there is a period of grace, in the event of such a default that continues

beyond the period of grace, if any, specified in the instrument or lease

evidencing such Designated Senior Debt), unless and until such default

shall have been cured or waived or shall have ceased to exist; or

(ii) a default, other than a payment default, on any

Designated Senior Debt occurs and is continuing that permits holders of

such Designated Senior Debt to accelerate its maturity (or, in the case of

a lease constituting Senior Debt, that permits the landlord under such

lease either to terminate the lease or to require the Company to make an

irrevocable offer to terminate the lease following an event of default

thereunder) and the Trustee receives a notice of the default (a "Payment

Blockage Notice") from a holder of a majority in interest of Designated

Senior Debt;

Subject to the provisions of Section 7.5, if the Trustee receives any

Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment

Blockage Notice shall be effective for purposes of this Section unless and until

(a) at least 360 days shall have elapsed since the initial effectiveness of the

immediately prior Payment Blockage Notice; and (b) all scheduled payments on the

Securities that have come due have been paid in full in cash. No nonpayment

default that existed or was continuing on the date of delivery of any Payment

Blockage Notice to the Trustee (unless such default was waived, cured or

otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or

be made, the basis for a subsequent Payment Blockage Notice.

The Company may and shall resume payments on and distributions in

respect of the Securities upon the earlier of:

(a) in the case of a default referred to in clause (i) above, the

date upon which the default is cured or waived or ceases to exist, or

(b) in the case of a default referred to in clause (ii) above, the

earlier of (A) the date on which such default is cured or waived or ceases to

exist or (B) 179 days after the date

<PAGE>

on which the applicable Payment Blockage Notice is received by the Trustee, if

the maturity of such Designated Senior Debt has not been accelerated, unless

this Article VII otherwise prohibits the payment or distribution at the time of

such payment or distribution; provided, however, that if such Designated Senior

Debt has been accelerated (or, in the case of a Capital Lease Obligation

consti

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