Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

dated as of May 29, 2008

between

RITE AID CORPORATION

and

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

as Trustee

to the

SENIOR DEBT SECURITIES INDENTURE

dated as of May 29, 2008

between

RITE AID CORPORATION

and

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

as Trustee

8.5% CONVERTIBLE NOTES DUE 2015

THIS FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”), is dated as of May 29, 2008, between Rite Aid Corporation, a Delaware corporation (the “Company”), and The Bank of New York Trust Company, N.A. (the “Trustee”), as trustee.

WHEREAS the Company and the Trustee have, as of the date hereof, entered into a senior debt securities indenture (the “Original Indenture”) providing for the issuance by the Company from time to time of its Securities (as defined in the Original Indenture);

WHEREAS Sections 3.01 and 9.01 of the Original Indenture provide that the Company, when authorized by a Board Resolution, and the Trustee may, without the consent of the Holders of Securities, enter into one or more supplemental indentures, in form satisfactory to the Trustee, to establish the form or terms of Securities of any series permitted by the Indenture;

WHEREAS the Company desires to issue a series of Securities under the Original Indenture, and has duly authorized the creation and issuance of such Securities under the Original Indenture, and has duly authorized the execution and delivery of this First Supplemental Indenture to modify the Original Indenture and to provide certain additional provisions as hereinafter described;

WHEREAS the Company has requested the Trustee to enter into this First Supplemental Indenture for the purposes of establishing the terms of the Securities of such series; and

WHEREAS all conditions and requirements of the Original Indenture necessary to make this First Supplemental Indenture (the Original Indenture, as supplemented by this First Supplemental Indenture, being hereinafter called the “Indenture”) a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto, and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

That, in order to establish the designation, form, terms and conditions of, and to authorize the authentication and delivery of, the Notes (as defined herein), and in consideration of the acceptance of the Notes by the Holders (as defined in the Original Indenture) thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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ARTICLE I

Definitions

SECTION 1.01. (a) Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Original Indenture.

(b) The rules of interpretation set forth in the Original Indenture shall be applied hereto as if set forth in full herein.

(c) For all purposes of this First Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings (such meanings shall apply equally to both the singular and plural forms of the respective terms):

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

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

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

“Common Stock” means the common stock of the Company, par value $1.00 per share, as it exists on the date of this First Supplemental Indenture, and any shares of any class or classes of capital stock of the Company resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company; provided , however , that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable on conversion of the Notes shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

“Current Market Price” of the Common Stock on any day means the average Sales Prices of a share of Common Stock over the 10 consecutive Trading Days ending on and including the earlier of the day in question and the day before the Ex Date with respect to an issuance, dividend or distribution requiring such computation.

“Dollars” means the lawful currency of the United States of America.

“EDGAR” means the Commission’s Electronic Data Gathering, Analysis and Retrieval system.

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“Ex Date” means the first date on which shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive an issuance, dividend or distribution.

“Fundamental Change” means the occurrence of any of the following events:

(1)         any “person” or “group” (as such terms are used in Sections 13(d) or 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, becomes a “beneficial holder” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of shares of the Company’s capital stock entitling the person to exercise 50% or more of the total voting power of all shares of the Company’s capital stock that are entitled to vote generally in elections of the Company’s directors (for the purposes of this clause (1), such person or group shall be deemed to beneficially own any voting stock of a corporation held by any other corporation (the “parent corporation”) so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the total voting power of the capital stock entitled to vote in the election of directors of such other corporation);

(2)           the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the assets of the Company and its Subsidiaries, considered as a whole (other than a disposition of such assets as an entirety or virtually as an entirety to a wholly owned Subsidiary) shall have occurred, or the Company merges, consolidates or amalgamates with or into any other Person or any other person merges, consolidates or amalgamates with or into the Company, in any such event pursuant to a transaction in which the outstanding voting stock is reclassified into or exchanged for cash, securities or other property, other than any such transaction where:

(a)   the outstanding voting stock is reclassified into or exchanged for other voting stock of the Company or for voting stock of the surviving corporation; and

(b)   the holders of the voting stock of the Company immediately prior to such transaction own, directly or indirectly, not less than a majority of the voting stock of the Company or the surviving corporation immediately after such transaction and in substantially the same proportion as before the transaction; or

(3)         during any period of two consecutive years commencing after the Issue Date, individuals who at the beginning of such period constituted

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                        the Board of Directors (together with any new directors whose election or appointment by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of not less than three-fourths of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office; or

(4)         the shareholders of the Company shall have approved any plan of liquidation or dissolution of the Company; or

(5)           if the Common Stock (or other common stock into which the Notes are then convertible) is (i) not listed or approved for trading on the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or any of their respective successors or (ii) other than as a result of New York Stock Exchange Rule 123D(3), suspended from trading for 20 consecutive business days;

provided , however , that a Fundamental Change shall not be deemed to have occurred pursuant to clause (2) above if at least 90% of the consideration (excluding cash payments for fractional shares) in the transaction or transactions constituting the Fundamental Change consists of Publicly Traded Securities, and as a result of such transaction or transactions the Notes become convertible into such Publicly Traded Securities.

For the avoidance of doubt, any transaction or event that would constitute a Fundamental Change under both clauses (1) and (2) in this definition of Fundamental Change shall be deemed to be governed solely by clause (2) of this definition, including the provisos thereto.

“Issue Date” means May 29, 2008.

“Prospectus Supplement” means the prospectus supplement dated May 22, 2008 to the prospectus dated February 9, 2007, relating to offering and sale of the Notes.

“Publicly Traded Securities” means any common stock traded on the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or any of their respective successors.

“record date” shall mean, for the purposes of Section 16.05, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of Common Stock entitled to receive such cash,

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securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Sale Price” of the Common Stock on any date means the closing sale price (or if no closing sale price is reported, the average of the bid and asked prices or, if more than one such price in either case, the average of the average bid and the average asked prices) on that date as reported by the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on the other principal U.S. national or regional securities exchange on which the Common Stock is then traded. The Sale Price will be determined without reference to after-hours or extended market trading.  If the Common Stock is not reported by the New York Stock Exchange or a principal U.S. national or regional securities exchange, the “Sale Price” will be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization.  If the Common Stock is not so quoted, the “Sale Price” will be the average of the mid-point of the last bid and asked prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

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

“Trading Day” means a day during which the New York Stock Exchange  or, if the Common Stock is not listed on the New York Stock Exchange, on the principal U.S. national or regional securities exchange on which the Common Stock is then listed, opens for trading during its regular trading session or, if the Common Stock is not so listed, admitted for trading or quoted, any Business Day.  A “Trading Day” only includes those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then standard closing time for regular trading on the relevant exchange or trading system.

(d) Other definitions:

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ARTICLE II

Designation, Form and Terms of the Securities

SECTION 2.01. Designation of Series .  Pursuant to the terms hereof and Section 3.01 of the Original Indenture, the Company hereby creates a series of its Securities designated as the “8.5% Convertible Notes due 2015” (the “Notes”), which Notes shall be deemed “Securities” for all purposes under the Original Indenture.

SECTION 2.02. Limit on Amount of Securities .  Except as set forth in Section 3.01(2) of the Original Indenture, the aggregate principal amount of Notes that may be issued and authenticated is limited to $158,000,000.

SECTION 2.03. Form of Securities . (a)  The Notes will be issued initially as Global Securities substantially in the form set forth in Exhibit A attached hereto, which is incorporated herein and made part hereof.

(b) The Global Securities shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary and registered in the name of a nominee of the Depositary.

(c) Section 3.05 of the Original Indenture is hereby amended with respect to the Notes by deleting the ninth paragraph of Section 3.05 of the Original Indenture in its entirety and substituting the following:

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“If the Depositary (i) is unwilling or unable to continue as depository for the Global Security, (ii) is closed for business for 14 continuous days, (iii) ceases to be a “clearing agency” registered under the Exchange Act or (iv) announces its intention to permanently cease business or does in fact do so, or an Event of Default has occurred and is continuing with respect to the Global Security, the Company will issue certificates for the Notes in definitive, fully registered, non-global form without interest coupons in exchange for the Global Securities.”

SECTION 2.04. Interest and Principal . (a)  The Notes will mature on May 15, 2015, and will bear interest at the rate of 8.50% per annum.  The Company will pay interest on the Notes on each May 15 and November 15, beginning on November 15, 2008, to Holders of record on the immediately preceding May 1 or November 1, respectively.  Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance.  Interest on the Notes will be calculated on the basis of a 360-day year comprised of twelve 30-day months.

(b) Payments of the principal of and interest on the Notes shall be made in Dollars at the office of the Paying Agent.  However, the Company may make any payments in respect of the Notes by check or wire payable in Dollars; provided , however , that a Holder holding Notes with an aggregate principal amount equal to or greater than $1,000,000 will be paid by wire transfer in immediately available funds at the election of such Holder.  The Company may mail an interest check to the Holder’s last address appearing on the Security Register.  Notwithstanding the foregoing, so long as a Note is registered in the name of a Depositary or its nominee, all payments thereon shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee.

SECTION 2.05. Paying Agent; Conversion Agent . (a)  The place of payment where the Notes may be presented or surrendered for payment, where the principal of and interest and any other payments due on the Notes are payable, where the Notes may be surrendered for registration of transfer or exchange and where notices and demands to and upon the Company in respect of the Notes and the Indenture may be served shall be in the Borough of Manhattan, The City of New York, and the office or agency maintained by the Company for such purpose shall initially be the Corporate Trust Office of the Trustee, who shall act as Paying Agent.

(b) The Company shall maintain an office or agency where Securities may be presented for conversion (the “Conversion Agent”), which shall initially be the Corporate Trust Office of the Trustee, who shall act as Conversion Agent.

SECTION 2.06. No Sinking Fund .  No sinking fund will be provided with respect to the Notes (notwithstanding any provisions of the Indenture with respect to sinking fund obligations).

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SECTION 2.07. No Redemption of Securities .  The Company may not redeem the Notes before the Stated Maturity Date (notwithstanding any provisions of the Indenture with respect to redemption of Securities).

SECTION 2.08. No Satisfaction and Discharge or Defeasance .  The provisions of Articles IV and XIII of the Original Indenture shall not be applicable to the Notes.

ARTICLE III

Security Forms

SECTION 3.01. Amendments to Section 2.02 .  Section 2.02 of the Original Indenture is amended and restated in its entirety with the respect to the Notes as follows:

“SECTION 2.02.  FORM OF LEGEND FOR GLOBAL SECURITIES.

Every Global Security authenticated and delivered hereunder for which The Depository Trust Company is to be the Depositary shall bear a legend in substantially the following form:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OR SUCH SUCCESSOR DEPOSITORY.”

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ARTICLE IV

Events of Default

SECTION 4.01. Amendments to Article V . (a)  Section 5.01 of the Original Indenture is amended and restated in its entirety with the respect to the Notes as follows:

“SECTION 5.01.  EVENTS OF DEFAULT.

“Event of Default”, wherever used herein with respect to the Notes, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1)  default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days; or

(2)  default in the payment of the principal of or any premium on any Note at its Maturity, upon repurchase, acceleration or otherwise; or

(3)  default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 30 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(4)  the commencement by the Company or any Significant Subsidiary of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company or any Significant Subsidiary to the entry of a decree or order for relief in respect of the Company or any Significant Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company or any Significant Subsidiary, or the filing by the Company or any Significant Subsidiary of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by the Company or any Significant Subsidiary to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of the Company’s or any Significant Subsidiary’s property, or the making by the Company or any Significant Subsidiary of an assignment for the benefit of creditors, or the admission by the Company or any Significant Subsidiary in writing of its inability to pay its debts

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generally as they become due, or the taking of corporate action by the Company or any Significant Subsidiary in furtherance of any such action; or

(5) failure of the Company to comply with Article VIII of this Indenture; or

(6)  failure of the Company to deliver, when due upon conversion, shares of Common Stock together with cash in lieu of fractional shares and such failure continues for a period of five Business Days after receipt of the Conversion Notice as specified in Section 16.02; or

(7)  a default under any bond, debenture, note or other evidence of indebtedness of the Company or any Subsidiary or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company or any Subsidiary (including the Notes), whether such indebtedness exists at the time of this Indenture or afterward, that results in the acceleration of the final maturity of such indebtedness, or failure to pay such indebtedness at its final maturity (giving effect to applicable grace periods), in an aggregate amount of $35,000,000; or

(8)           any judgment or judgments for the payment of money in an aggregate amount in excess of $35,000,000 that shall be rendered against the Company or any Subsidiary and that shall not be waived, satisfied or discharged for any period of 30 consecutive days during which a stay of enforcement shall not be in effect.”

  The Company shall deliver to the Trustee, within 30 days after it has knowledge of the occurrence of any Event of Default or any event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or event, its status and what action the Company is taking or proposes to take with respect thereto.

(b) Section 5.02 of the Original Indenture is hereby amended and restated in its entirety with respect to the Notes as follows:

“SECTION 5.02.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default (other than an Event of Default specified in Section 5.01(4)) with respect to the Notes at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal amount of all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount shall become immediately due and payable. If an Event of Default specified in Section 5.01(4) with respect to the Notes at the time Outstanding occurs, the principal amount of all the Notes shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.

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At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, an Event of Default will be deemed waived if:

(1)  the Company has paid or deposited with the Trustee a sum sufficient to pay

(A) all overdue interest on all Notes,

(B) the principal of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Notes,

(C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Notes and

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(2)  all Events of Default with respect to the Notes, other than the non-payment of the principal of the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right consequent thereon.”

ARTICLE IV

The Trustee

SECTION 4.02. Amendments to Section 7.04 .  Section 7.04 of the Original Indenture is hereby amended and restated in its entirety as follows:

“SECTION 7.04. REPORTS BY COMPANY.

The Company shall deliver to the Trustee (unless such reports have been filed within the time period set forth below on EDGAR), within 15 days after the Company would have been required to file with the Commission, copies of its annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.  In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall

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continue to provide the Trustee with reports containing substantially the same information as would have been required to be filed with the Commission had the Company continued to have been subject to such reporting requirements.  In such event, such reports shall be provided within 15 days after the dates, applicable to a registrant that is not an accelerated filer or a large accelerated filer, on which the Company would have been required to provide reports had the Company continued to have been subject to such reporting requirements.  Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations under this Indenture for purposes of clause (3) of Section 5.01 until 120 days after any report is due under this Indenture.  The Company shall also comply with the other provisions of Section 314(a) of the Trust Indenture Act.

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

ARTICLE V

Consolidation, Merger, Assignment, Conveyance, Transfer or Lease

SECTION 5.01. Amendments to Section 8.01 .  Section 8.01 of the Original Indenture is hereby amended and restated in its entirety with respect to the Notes as follows:

“SECTION 8.01.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

The Company shall not consolidate with or merge into any other Person or assign, convey, transfer or lease its properties and assets substantially as an entirety to any Person (other than a direct or indirect wholly-owned subsidiary of the Company), unless:

(1)  the Company is the surviving corporation or, in case the Company shall consolidate with or merge into another person or convey, transfer or lease its properties and assets substantially as an entirety to any person, the person formed by such consolidation or into which the Company is merged or the person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust, organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all

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the Notes and the performance or observance of every covenant of the Indenture on the part of the Company to be performed or observed;

                (2)           immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and

                (3)           the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.”

ARTICLE VI

Supplemental Indentures

SECTION 6.01. Amendments to Section 9.01 .  Section 9.01 of the Original Indenture is hereby amended and restated in its entirety with respect to the Notes as follows:

“SECTION 9.01.  SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF HOLDERS.

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants, agreements and obligations of the Company herein and in the Notes; or

(2) to add to the covenants of the Company for the benefit of the Holders of all or any Notes or to surrender any right or power herein conferred upon the Company in this Indenture; or

(3) to add any additional Events of Default for the benefit of the Holders; or

(4) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or

(5) to provide for uncertificated Notes in addition to or in place of certificated Notes; or

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(6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or

(7) to cure any ambiguity omission, defect or inconsistency; or

(8) to comply with the rules or regulations of any securities exchange or automated quotation system on which any Notes are listed or traded; or

(9) to secure the Notes or add any subsidiary guarantees; or

(10) to make provisions with respect to the conversion rights of Holders; or

(11) to make any change that does not adversely affect the rights of any Holder; or

(12) to make any change to comply with the requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; or

(13) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” contained in the Prospectus Supplement.”

SECTION 6.02. Amendment of Section 9.02 .  Section 9.02 of the Original Indenture is hereby amended and restated in its entirety with respect to the Notes as follows:

“With the consent of the Holders of not less than 50% in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture, by act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental thereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided , however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby,

(1)           change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the repurchase thereof, or change the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of repurchase, on or after the repurchase date),

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(2)           reduce the percentage in principal amount of the Outstanding Notes the consent of whose Holders is required for any such supplemental indenture or the consent of whose Holders is required for any waiver,

(3)           make any change that adversely affects (i) the right to convert or exchange any Note or decreases the conversion or exchange rate or increases the conversion price of any Note or (ii) the right to require repurchase of any Note,

(4)           make any changes to this Section, Section 5.13 or Section 10.08, except as to increase the percentage of Notes Outstanding needed to effect a modification or waiver under such sections or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of each Holder of the Outstanding Notes affected, or

(5)           reduce the percentage in aggregate principal amount of Notes Outstanding required for the adoption of a resolution or the quorum required at any meeting of Holders of Notes at which a resolution is adopted.”

ARTICLE VII

Conversion of Securities

SECTION 7.01. Addition of Article XVI .  The Original Indenture is hereby amended with respect to the Notes by adding a new Article XVI following Section 15.06 as follows:

“ARTICLE XVI

CONVERSION RIGHTS

SECTION 16.01  RIGHT TO CONVERT.

Subject to and upon compliance with the provisions of this Indenture, at any time prior to the Close of Business on the Business Day immediately preceding the Final Maturity Date, a Holder of any Note shall have the right, at such Holder’s option, to convert any portion of the principal amount of a Note that is an integral multiple of $1,000 into 386.3614 shares of Common Stock per $1,000 principal amount of Notes (the “Conversion Rate”); provided , however , that, if such Note is submitted or presented for repurchase pursuant to Article XVII, such conversion right shall terminate at the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date for such Note (unless the Company shall default in making the Fundamental Change Repurchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Note is repurchased). Upon receipt by the Conversion Agent of a Conversion Notice from a Holder of Notes pursuant to Section 16.02, the Conversion Agent shall inform the Company of such request (and, if the Conversion Agent is other than the Trustee, inform

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the Trustee).  The Conversion Rate shall be subject to adjustment as set forth in this Article XVI.

A Note in respect of which a Holder is electing to exercise its option to require repurchase upon a Fundamental Change pursuant to Section 17.01 may be converted only if such Holder withdraws its election in accordance with Section 17.01. A Holder of Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted such Notes for Common Stock, and only to the extent such Notes are deemed to have been converted for Common Stock under this Article XVI.

SECTION 16.02.  CONVERSION PROCEDURES.

To convert a Note, a Holder must (i) complete and manually sign a conversion notice in substantially the form set forth in Exhibit I of the Global Security (“Conversion Notice”) or a facsimile of the Conversion Notice and deliver such notice to a Conversion Agent, (ii) surrender the Note to a Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent, (iv) pay any transfer or similar tax, if required and (v) pay funds equal to interest payable on the next Interest Payment Date, if required pursuant to this Section 16.02.  The date on which the Holder satisfies all of those requirements is the “Conversion Date”.  A Conversion Notice is irrevocable upon delivery to the Conversion Agent.  Anything herein to the contrary notwithstanding, in the case of Global Securities, Conversion Notices may be delivered and such Notes may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time.

The Person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record at the Close of Business on the applicable Conversion Date; provided , however , that if the Conversion Date is a date when the stock transfer books of the Company are closed, such Person shall be deemed a stockholder of record on the next date on which the stock transfer books of the Company are open; provided further that such conversion shall be at the Conversion Rate as if the stock transfer books of the Company had not been closed on the Conversion Date.

Upon conversion of a Note, a Holder will not receive any cash payment of interest (unless such conversion occurs between a Regular Record Date and the related Interest Payment Date), and the Company will not adjust the Conversion Rate to account for accrued and unpaid interest on the Note being converted.  Delivery to the Holder of the full number of shares of Common Stock into which the Note is convertible, together with any cash payment for fractional shares pursuant to Section 16.04, will be deemed to satisfy the Company’s obligation with respect to such Note. Any accrued but unpaid interest will be deemed to be paid in full upon conversion rather than canceled, extinguished or forfeited.

Holders of Notes at the Close of Business on a Regular Record Date will receive payment of interest payable on the related Interest Payment Date notwithstanding the conversion of such Notes at any time after the Close of Business on the Regular Record Date and prior to the related Interest Payment Date. Notes or portions thereof

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surrendered for conversion during the period from the Close of Business on a Regular Record Date to 9:00 a.m. New York City time on the related Interest Payment Date shall be accompanied by payment to the Company or its order, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date with respect to the principal amount of Notes or portions thereof being surrendered for conversion; provided that no such payment need be made (1) following the Close of Business on the Regular Record Date immediately preceding the final Interest Payment Date, (2) if the Company has specified a Fundamental Change Repurchase Date that occurs during the period from the Close of Business on a Regular Record Date to the Close of Business on the related Interest Payment Date or (3) to the extent any overdue interest exists on the Conversion Date with respect to the Notes converted, but only to the extent of such overdue interest.

If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Notes converted.

Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the holder, a new Note equal in principal amount to the principal amount of the unconverted portion of the Note surrendered.

SECTION 16.03.  PAYMENT UPON CONVERSION.

Upon the conversion of a Note, subject to Section 16.02, the Company shall deliver shares of Common Stock, together with cash in lieu of any fractional shares, to the Holder through the Conversion Agent. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article XVI.

The Conversion Agent shall, on behalf of the Holders, convert the Notes into shares of Common Stock, together with any cash in lieu of fractional shares as provided in Section 16.04 below.

Settlement of the Company’s obligation to deliver shares of Common Stock and cash in lieu of fractional shares will occur no later than the third Business Day immediately following the Conversion Date. Delivery of shares of Common Stock shall be accomplished by delivery to the Conversion Agent of certificates for the relevant number of shares of Common Stock, other than in the case of Holders of Notes in book-entry form with the Depositary, in which case, shares of Common Stock shall be delivered in accordance with the Applicable Procedures.

SECTION 16.04.  CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES.

No fractional shares of Common Stock or scrip certificates representing fractional shares shall be issued upon conversion of Notes.  Instead, the Company will pay cash for all fractional shares of Common Stock in an amount based on the Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion Date. 

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If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered.

SECTION 16.05.  ADJUSTMENT OF CONVERSION RATE.

The Conversion Rate shall be adjusted from time to time by the Company as follows:

(1) In case the Company shall issue shares of Common Stock as a dividend or distribution to all Holders of its Common Stock or subdivide or combine its outstanding Common Stock, the Conversion Rate shall be adjusted based on the following formula:

where,

Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the Ex Date for such dividend, distribution, subdivision or combination. The Company will not pay any dividend or make any distribution on shares of Common Stock held in treasury by the Company. If any dividend or distribution of the type described in this Section 16.05(1) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend, distribution, subdivision or combination had not been declared.

(2)  In case the Company shall issue rights or warrants to all holders of Common Stock entitling them (for a period expiring within 45 days from the date of issuance of such rights or warrants) to subscribe for or purchase shares of

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Common Stock at a price per share that is less than the average Sale Prices of a share of Common Stock over the ten consecutive Trading Day period ending on and including the Trading Day immediately preceding the date of announcement of such issuance, the Conversion Rate will be adjusted based on the following formula:

where,