INDENTURE

Exhibit 4.1

ADC TELECOMMUNICATIONS, INC.,

AS ISSUER

AND

U.S. BANK NATIONAL ASSOCIATION,

AS TRUSTEE

3.50% CONVERTIBLE SUBORDINATED NOTES DUE 2015

INDENTURE

DATED AS OF DECEMBER 26, 2007

CROSS-REFERENCE TABLE *

TIA Indenture Section				Section
Section 310		(a)(1)		8.09
		(a)(2)		8.09
		(a)(3)		N.A.**
		(a)(4)		N.A.
		(a)(5)		8.09
		(b)		8.08
		(c)		N.A.
Section 311		(a)		8.13
		(b)		8.13
		(c)		N.A.
Section 312		(a)		2.05
		(b)		12.03
		(c)		12.03
Section 313		(a)		8.15
		(b)(1)		N.A.
		(b)(2)		8.15
		(c)		8.15; 12.02
		(d)		8.15
Section 314		(a)		5.02; 5.03
		(b)		N.A.
		(c)(1)		12.04(a)
		(c)(2)		12.04(a)
		(c)(3)		N.A.
		(d)		N.A.
		(e)		12.04(b)
		(f)		N.A.
Section 315		(a)		8.01(a); 8.01(b)(1)
		(b)		8.14; 12.02
		(c)		8.01(a)
		(d)		8.01(b)
		(e)		7.11
Section 316(a) (last sentence)				2.09
		(a)(1)(A)		7.05
		(a)(1)(B)		7.04
		(a)(2)		N.A.
		(b)		7.07
		(c)		12.05
Section 317		(a)(1)		7.08; 12.01
		(a)(2)		7.09; 12.01
		(b)		2.04; 12.01
Section 318		(a)		12.01
		(b)		N.A.
		(c)		12.01

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE			1
Section 1.01 . Definitions			1
Section 1.02 . Trust Indenture Act Provisions			8
Section 1.03 . Rules of Construction			8
ARTICLE 2 THE SECURITIES			9
Section 2.01 . Form and Dating			9
Section 2.02 . Execution and Authentication			10
Section 2.03 . Registrar, Paying Agent and Conversion Agent			11
Section 2.04 . Paying Agent to Hold Money and Securities in Trust			11
Section 2.05 . Securityholder Lists			11
Section 2.06 . Transfer and Exchange			12
Section 2.07 . Replacement Securities			12
Section 2.08 . Outstanding Securities			13
Section 2.09 . Treasury Securities			13
Section 2.10 . Temporary Securities			14
Section 2.11 . Cancellation			14
Section 2.12 . Legend; Additional Transfer and Exchange Requirements			14
Section 2.13 . CUSIP Numbers			16
Section 2.14 . Ranking			16
Section 2.15 . Persons Deemed Owners			16
Section 2.16 . Defaulted Interest			16
ARTICLE 3 REPURCHASE OF SECURITIES AT OPTION OF HOLDERS			16
Section 3.01 . Purchase of Securities at Option of the Holder upon a Fundamental Change			16
Section 3.02 . Effect of Fundamental Change Purchase Notice			20
Section 3.03 . Deposit of Fundamental Change Purchase Price			21
Section 3.04 . Securities Purchased in Part			21
Section 3.05 . Repayment to the Company			22
Section 3.06 . Compliance with Securities Laws upon Purchase of Securities			22
ARTICLE 4 CONVERSION			22
Section 4.01 . Conversion Privilege			22
Section 4.02 . Conversion Rate			22
Section 4.03 . Conversion Procedure			24
Section 4.04 . Taxes on Conversion			25
Section 4.05 . Company to Provide Stock			25
Section 4.06 . Adjustment of Conversion Rate			26
Section 4.07 . No Adjustment			32
Section 4.08 . Shareholder Rights Agreements			33
Section 4.09 . Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege			33
Section 4.10 . Other Adjustments			34
Section 4.11 . Notice of Adjustment			34
Section 4.12 . Trustee’s Disclaimer			34
Section 4.13 . Settlement Upon Conversion			34
ARTICLE 5 COVENANTS			35

		Page
Section 5.01 . Payment of Securities			35
Section 5.02 . Reports and Certain Information			36
Section 5.03 . Compliance Certificates			36
Section 5.04 . Maintenance of Corporate Existence			36
Section 5.05 . Stay, Extension and Usury Laws			36
Section 5.06 . Maintenance of Office or Agency of the Trustee, Registrar, Paying Agent and Conversion Agent			36
Section 5.07 . Notice of Default			37
Section 5.08 . Additional Interest Notice			37
ARTICLE 6 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE			37
Section 6.01 . Company May Consolidate, etc., Only on Certain Terms			37
Section 6.02 . Successor Substituted			37
ARTICLE 7 DEFAULT AND REMEDIES			38
Section 7.01 . Events of Default			38
Section 7.02 . Acceleration			39
Section 7.03 . Other Remedies			39
Section 7.04 . Waiver of Defaults and Events of Default			40
Section 7.05 . Control by Majority			40
Section 7.06 . Limitations on Suits			40
Section 7.07 . Rights of Holders to Receive Payment and to Convert			41
Section 7.08 . Collection Suit by Trustee			41
Section 7.09 . Trustee May File Proofs of Claim			41
Section 7.10 . Priorities			41
Section 7.11 . Undertaking for Costs			42
Section 7.12 . Delay or Omission Not Waiver			42
ARTICLE 8 TRUSTEE			42
Section 8.01 . Certain Duties and Responsibilities of Trustee			42
Section 8.02 . Certain Rights of Trustee			43
Section 8.03 . Trustee Not Responsible for Recitals or Issuance or Securities			45
Section 8.04 . May Hold Securities			45
Section 8.05 . Moneys Held in Trust			45
Section 8.06 . Compensation and Reimbursement			45
Section 8.07 . Reliance on Officers’ Certificate			46
Section 8.08 . Disqualification: Conflicting Interests			46
Section 8.09 . Corporate Trustee Required; Eligibility			46
Section 8.10 . Resignation and Removal; Appointment of Successor			46
Section 8.11 . Acceptance of Appointment By Successor			48
Section 8.12 . Merger, Conversion, Consolidation or Succession to Business			48
Section 8.13 . Preferential Collection of Claims Against the Company			48
Section 8.14 . Notice of Defaults			48
Section 8.15 . Reports by Trustee			48
ARTICLE 9 SUBORDINATION			49
Section 9.01 . Agreement to Subordinate			49
Section 9.02 . Liquidation, Dissolution, Bankruptcy			49
Section 9.03 . Default on Senior Debt and/or Designated Senior Debt			49
Section 9.04 . Acceleration of Securities			50
Section 9.05 . When Distribution Must Be Paid Over			50
Section 9.06 . Notice by Company			51
Section 9.07 . Subrogation			51

		Page
Section 9.08 . Relative Rights			51
Section 9.09 . Subordination May Not Be Impaired by Company			51
Section 9.10 . Distribution or Notice to Representative			52
Section 9.11 . Rights of Trustee and Paying Agent			52
Section 9.12 . Authorization to Effect Subordination			52
Section 9.13 . Article Applicable to Paying Agents			52
Section 9.14 . Senior Debt Entitled to Rely			52
Section 9.15 . Permitted Payments			52
Section 9.16 . No Waiver of Subordination Provisions			53
Section 9.17 . Certain Conversions Deemed Payment			53
ARTICLE 10 AMENDMENTS, SUPPLEMENTS AND WAIVERS			53
Section 10.01 . Without Consent of Holders			53
Section 10.02 . With Consent of Holders			54
Section 10.03 . Compliance with Trust Indenture Act			55
Section 10.04 . Revocation and Effect of Consents			56
Section 10.05 . Notation on or Exchange of Securities			56
Section 10.06 . Trustee to Sign Amendments, Etc			56
Section 10.07 . Effect of Supplemental Indentures			56
ARTICLE 11 SATISFACTION AND DISCHARGE			56
Section 11.01 . Satisfaction and Discharge of the Indenture			56
Section 11.02 . Repayment to the Company			57
ARTICLE 12 MISCELLANEOUS			57
Section 12.01 . Trust Indenture Act Controls			57
Section 12.02 . Notices			57
Section 12.03 . Communications by Holders with Other Holders			58
Section 12.04 . Certificate and Opinion as to Conditions Precedent			58
Section 12.05 . Record Date for Vote or Consent of Securityholders			59
Section 12.06 . Rules by Trustee, Paying Agent, Registrar and Conversion Agent			59
Section 12.07 . Legal Holidays			59
Section 12.08 . Governing Law; Jury Trial Waiver			59
Section 12.09 . No Adverse Interpretation of Other Agreements			59
Section 12.10 . No Recourse Against Others			59
Section 12.11 . Successors			59
Section 12.12 . Multiple Counterparts			60
Section 12.13 . Separability			60
Section 12.14 . Calculations in Respect of the Securities			60
Section 12.15 . Table of Contents, Headings, Etc			60

Exhibit A		- Form of Security:
		- Assignment Form
		- Form of Conversion Notice
		- Form of Fundamental Change Purchase Notice
Exhibit B		Table showing the Increase in Conversion Rate in connection with a Make-Whole Fundamental Change

     THIS INDENTURE, dated as of December 26, 2007, is between ADC TELECOMMUNICATIONS, INC., a Minnesota corporation (the “ Company ”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity and not in its individual capacity, the “ Trustee ”).

     In consideration of the premises and the purchase of the Securities by the Holders thereof, the parties hereto agree as follows for the equal and ratable benefit of the Holders of the Securities.

ARTICLE 1
Definitions and Incorporation by Reference

     Section 1.01. Definitions.

     “ Additional Interest ” has the meaning specified in Section 7.03.

     “ Additional Securities ” has the meaning specified in Section 2.02(d).

     “ Additional Shares ” has the meaning specified in Section 4.02(b).

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

     “ 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 purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlling ,” “ controlled by ” and “ under common control with ”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

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

     “ Agent Members ” has the meaning specified in Section 2.01(d).

     “ 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.

     “ Applicable Stock Price ” has the meaning specified in Section 4.02(a).

     “ Averaging Period ” has the meaning specified in Section 4.02(a).

     “ Bankruptcy Law ” has the meaning specified in Section 7.01.

     “ Base Conversion Rate ” has the meaning specified in Section 4.02(a).

     “ Base Conversion Price ” has the meaning specified in Section 4.02(a).

     “ beneficial owner ” has the meaning specified in Section 3.01(a).

     “ Board of Directors ” means the board of directors of the Company or, except as used in the definition of Fundamental Change and except where the context otherwise requires, any duly authorized committee of such board of directors.

     “ Business Day ” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York.

     “ capital stock ” means: (i) in the case of a corporation, corporate stock; (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; or (iv) any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing person.

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

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

     “ Certificated Security ” means a Security that is in substantially the form attached hereto as Exhibit A and that does not include the information or the schedule called for by footnotes 1 and 5 thereof.

     “ Closing Price ” means, on any Trading Day, the reported last sale price per share of the Common Stock (or, if no last sale price is reported, the average of the bid and ask prices per share or, if more than one in either case, the average of the average bid and the average ask prices per share) on such date reported by the Nasdaq or, if the Common Stock is not listed for trading on the Nasdaq, as reported by the principal national or regional securities exchange on which the Common Stock is listed for trading or otherwise as provided in this Indenture.

     “ Common Stock ” means, subject to Section 4.09, shares of common stock of the Company, par value $0.20 per share, at the date of this Indenture or shares of any class or classes resulting from any reclassification or reclassifications thereof and that 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 that are not subject to redemption by the Company; provided that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

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

     “ Company Order ” has the meaning specified in Section 2.02(d).

     “ continuing director ” has the meaning specified in Section 3.01(a).

     “ Conversion Agent ” has the meaning specified in Section 2.03.

     “ Conversion Date ” has the meaning specified in Section 4.03(a).

     “ Conversion Notice ” has the meaning specified in Section 4.03(a).

     “ Conversion Price ” means, at any time, an amount equal to $1,000 divided by the Conversion Rate in effect at such time, rounded to the nearest cent.

     “ Conversion Rate ” means the number of shares of Common Stock issuable upon conversion of each $1,000 principal amount of Securities determined as set forth in Section 4.02(a).

     “ Corporate Trust Office ” means the office of the Trustee at which at any time the trust created by this Indenture shall be principally administered, which office at the date of the execution of this Indenture is located at 60 Livingston Avenue, St. Paul Minnesota 55107-1419, or such other office as the Trustee may designate by written notice to the Company.

     “ Current Market Price ” means (i) in the case of the paragraph preceding the formula in Section 4.06(e), the Closing Price on the specified date and (ii) in the case of the definition of SP’ in Section 4.06(e), the average of the Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on the Trading Day immediately following the date such tender or exchange offer expires.

     “ Custodian ” has the meaning specified in Section 7.01.

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

     “ Depositary ” has the meaning specified in Section 2.01(b).

     “ Designated Senior Debt ” means the obligations of the Company under any Senior Debt in which the instrument creating or evidencing the same or any related agreements or documents to which the Company is a party expressly provides that such Senior Debt shall be “Designated Senior Debt” for purposes of this Indenture; provided that the instrument, agreement or other document may place limitations and conditions on the right of the Senior Debt to exercise the rights of Designated Senior Debt.

     “ Distributed Property ” has the meaning specified in Section 4.06(c).

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

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

     “ Ex Date ” means (i) when used with respect to any dividend or distribution, the first date on which the Common Stock trades, regular way, on the relevant exchange or in the relevant market from which the sale price was obtained without the right to receive such dividend or distribution; and (ii) when used with respect to any tender offer or exchange offer, the first date on which the Common Stock trades, regular way, on the relevant exchange or in the relevant market from which the sale price was obtained after the expiration time.

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

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

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

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

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

     “ GAAP ” means generally accepted accounting principles in the United States as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other

statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in effect from time to time and consistently applied.

     “ Global Security ” means a permanent Global Security that is in substantially the form attached hereto as Exhibit A and that includes the information and schedule called for by footnotes 1 and 5 thereof and which is deposited with the Depositary or its custodian and registered in the name of the Depositary or its nominee.

     “ Holder ” or “ Securityholder ” means the person in whose name a Security is registered in the Register.

     “ Incremental Share Factor ” has the meaning specified in Section 4.02(a).

     “ Indebtedness ” means, with respect to any Person:

          (a) all of such Person’s indebtedness, obligations and other liabilities, contingent or otherwise, (i) for borrowed money, including overdrafts, foreign exchange contracts, currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, whether or not evidenced by notes or similar instruments, or (ii) evidenced by credit or loan agreements, bonds, debentures, notes or similar instruments, whether or not the recourse of the lender is to the whole of the assets of such Person or any of its subsidiaries or to only a portion thereof;

          (b) all of such Person’s reimbursement obligations and other liabilities, contingent or otherwise, with respect to letters of credit, bank guarantees or bankers’ acceptances;

          (c) all of such Person’s obligations and other liabilities, contingent or otherwise, in respect of leases required, in conformity with GAAP, to be accounted for as capitalized lease obligations on such Person’s balance sheet;

          (d) all of such Person’s obligations and other liabilities, contingent or otherwise, under any lease, purchase agreement, conditional sale or other title retention agreement, in connection with the lease or purchase of real property or improvements thereon (or any personal property included as part of any such lease) which provides that such Person is contractually obligated to purchase or cause a third party to purchase the leased property or pay an agreed upon residual value of the leased property, including such Person’s obligations under such lease or related documents to purchase or cause a third party to purchase such leased property or pay an agreed upon residual value of the leased property to the lessor;

          (e) all of such Person’s obligations, contingent or otherwise, with respect to an interest rate or other swap, cap, floor or collar agreement or hedge agreement, forward contract or other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement;

          (f) all of such Person’s obligations for the deferred purchase price of property or services (including accrued salaries, vacation and other employee benefits but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business);

          (g) all of such Person’s direct or indirect guarantees or similar agreements in respect of, and all obligations or liabilities to purchase or otherwise acquire or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of another Person of the kinds described in clauses (a) through (f); and

          (h) any and all deferrals, renewals, extensions, refinancings and refundings of, or amendments, modifications or supplements to, any indebtedness, obligation or liability of the kinds described in clauses (a) through (g).

     The amount of Indebtedness of any Person at any date shall be (i) the outstanding principal amount of all unconditional obligations described above, as such amount would be reflected on a balance sheet prepared in accordance with GAAP, and the maximum liability at such date of such Person for any contingent obligations described above, (ii) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, and (iii) 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 pursuant to the terms of this Indenture, including the provisions of the TIA that are explicitly incorporated in this Indenture by reference to the TIA and those provisions of the TIA required to be included herein by the TIA.

     “ Initial Securities ” means the Securities issued on the date hereof in the aggregate principal amount of $225,000,000, and any Securities issued in replacement thereof.

     “ Interest Payment Date ” has the meaning set forth in the Securities.

     “ Interest Payment Record Date ” has the meaning set forth in the Securities.

     “ junior securities ” has the meaning set forth in Section 9.17.

     “ Legal Holiday ” has the meaning specified in Section 12.07.

     “ Make-Whole Fundamental Change ” has the meaning specified in Section 3.01(a).

     “ Market Disruption Event ” means (a) a failure by the primary exchange or quotation system on which the Common Stock trades or is quoted to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Trading Day for the Common Stock of an aggregate one half hour period, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock.

     “ Maturity Date ” means July 15, 2015.

     “ Merger Event ” has the meaning specified in Section 4.09.

     “ Nasdaq ” means the Nasdaq Global Select Market.

     “ Notice of Default ” has the meaning specified in Section 7.01.

     “ NYSE ” means the New York Stock Exchange.

     “ Officer ” means, with respect to any Person, the Chairman or any Co-Chairman of the Board, any Vice Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer, the Chief Legal Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice President of such Person.

     “ Officers’ Certificate ” means a certificate signed by at least two Officers of the Company; provided , however , that for purposes of Section 5.03, “Officers’ Certificate” means a certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Company and at least one other Officer of the Company.

     “ Opinion of Counsel ” means a written opinion from legal counsel containing, as applicable, the information specified in Section 12.04. The counsel may be an employee of or counsel to the Company who is reasonably satisfactory to the Trustee.

     “ Paying Agent ” has the meaning specified in Section 2.03.

     “ Payment Blockage Notice ” has the meaning specified in Section 9.03(b).

     “ Payment Blockage Period ” has the meaning specified in Section 9.03(b).

     “ Payment Default ” has the meaning specified in Section 9.03(a).

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

     “ Principal Amount ” of a Security means the Principal Amount as set forth on the face of the Security.

     “ Prospectus ” means that final prospectus dated December 19, 2007 relating to the Securities and the Company’s 3.50% Convertible Subordinated Notes due 2017.

     “ Record Date ” means (i) with respect to any payment of interest on the Securities, the Interest Payment Record Date and (ii) with respect to the events specified in Section 4.06, the meaning specified in Section 4.06.

     “ Reference Property ” has the meaning specified in Section 4.09.

     “ Register ” has the meaning specified in Section 2.03.

     “ Registrar ” has the meaning specified in Section 2.03.

     “ Responsible Officer ” means, with respect to the Trustee, any officer within the Corporate Trust Services department (or any successor department) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Indenture, and also means, with respect to any particular corporate trust matter, any other officer of the Trustee to whom such corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

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

     “ Security ” or “ Securities ” means the Company’s 3.50% Convertible Subordinated Notes due 2015, as amended or supplemented from time to time pursuant to the terms of this Indenture, that are issued under this Indenture.

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

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

     “ Senior Debt ” means the principal of, premium, if any, interest, including any interest accruing after the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is

allowed as a claim in the proceeding, and rent payable on or in connection with, and all fees, costs, expenses and other amounts accrued or due on or in connection with, Indebtedness of the Company whether secured or unsecured, absolute or contingent, due or to become due, outstanding on the date of this Indenture or thereafter created, incurred, assumed, guaranteed or in effect guaranteed by the Company, including all deferrals, renewals, extensions, or refundings of, or amendments, modifications or supplements to, the foregoing. “Senior Debt” does not include:

     (a) Indebtedness that expressly provides that such Indebtedness shall not be senior in right of payment to the Securities or expressly provides that such Indebtedness is on the same basis or junior to the Securities; and

     (b) any Indebtedness to any Subsidiary, other than Indebtedness to a Subsidiary arising by reason of guarantees by the Company of Indebtedness of such Subsidiary to a Person that is not a Subsidiary.

     “ 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.

     “ Spin-Off ” has the meaning specified in Section 4.06(c).

     “ Spin-Off Securities ” has the meaning specified in Section 4.06(c).

     “ Stock Price ” has the meaning specified in Section 4.02(b).

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

     “ TIA ” means the United States Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder as in effect on the date of this Indenture; provided , however , that in the event the Trust Indenture Act of 1939 is amended after such date, then “TIA” means, to the extent required by such amendment, the Trust Indenture Act of 1939 as so amended.

     “ Trading Day ” means a day during which (i) trading in the Common Stock generally occurs and (ii) there is no Market Disruption Event.

     “ Trigger Event ” has the meaning specified in Section 4.06(c).

     “ Trustee ” means U.S. Bank National Association, not in its individual capacity, but solely in its capacity as trustee hereunder, until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor Trustee.

     “ Underwriters ” means Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Bear Stearns & Co. Inc.

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

     “ voting stock ” means any class or classes of capital stock or other interests then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors.

     Section 1.02. Trust Indenture Act Provisions. Whenever this Indenture refers to a provision of the TIA, that provision is incorporated by reference in and made a part of this Indenture. The Indenture shall also include those provisions of the TIA required to be included herein by the TIA. The following TIA terms used in this Indenture have the following meanings:

     “ Commission ” means the SEC;

     “ indenture securities ” means the Securities;

     “ indenture security holder ” means a Securityholder;

     “ indenture trustee ” or “ institutional trustee ” means the Trustee; and

     “ obligor ” on the indenture securities means the Company and any successor obligor on the Securities.

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

     Section 1.03. Rules of Construction. Unless the context otherwise requires:

	(a)		a term has the meaning assigned to it herein;
	(b)		an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;
	(c)		words in the singular include the plural, and words in the plural include the singular;
	(d)		provisions apply to successive events and transactions;
	(e)		the term “merger” includes a statutory share exchange and the term “merged” has a correlative meaning;
	(f)		the masculine gender includes the feminine and the neuter;
	(g)		references to agreements and other instruments include subsequent amendments thereto;
	(h)		“herein,” “hereof,” “hereunder,” “hereinafter” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;
	(i)		unless context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or Section, as the case may be, of this Indenture;
	(j)		“or” is not exclusive; and
	(k)		“including” means including without limitation.

ARTICLE 2

     Section 2.01 . Form and Dating. (a) The Securities and the corresponding Trustee’s certificate of authentication shall be substantially in the respective forms set forth in Exhibit A, which Exhibit is incorporated in and made part of this Indenture. The Securities may have notations, legends or endorsements required by law, exchange rule, Applicable Procedures or usage. The Company shall provide any such notations, legends or endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication.

     The terms and provisions contained in the Securities shall constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby; provided , however , to the extent permitted by applicable law, if any provision of any Security conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

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

     (c)  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, purchases or conversions of such Securities, in each case in accordance with this Indenture. 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, or otherwise in accordance with this Indenture, and shall be made on the records of the Trustee and the Depositary.

     The Company shall issue and the Trustee shall, upon receipt of a Company Order, authenticate and deliver in accordance with Section 2.02, initially one or more Global Securities that (i) shall be registered in the name of Cede & Co. or as otherwise instructed by the Depositary, (ii) shall be delivered by the Trustee to the Depositary or to the Securities Custodian pursuant to the Depositary’s instructions and (iii) shall bear legends required for Global Securities as set forth in Exhibit A hereto.

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

     None of the Company, the Trustee, the Registrar, any Paying Agent or any agent of any of them shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Securities, for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or for any acts or omissions of a Depositary or for any transactions between a Depositary and any beneficial owner or between or among beneficial owners. No owner of a beneficial interest in the Securities shall have any rights under this Indenture, and the Depositary or its nominee, if any, shall be deemed and treated by the Company, the Trustee, the Registrar, any Paying Agent or any agent of any of them as the absolute owner and holder of such Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Registrar, any Paying Agent or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by a Depositary, or any of its members and any other Person on whose behalf such member may act.

     (e)  Certificated Securities . Certificated Securities shall be issued only under the circumstances provided in Section 2.12(a)(i).

     Section 2.02 . Execution and Authentication. (a) A duly authorized Officer of the Company shall sign the Securities for the Company by manual or facsimile signature.

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

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

     (d) The Trustee shall initially authenticate and make available for delivery Securities for original issue in the aggregate principal amount of up to $225,000,000 (which includes $25,000,000 aggregate principal amount if the Underwriters exercise their over-allotment option in full) upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “ Company Order ”). The Company may, without the consent of the Holders, re-open the Securities and issue additional Securities (the “ Additional Securities ”) with the same terms and with the same CUSIP number as the Securities in an unlimited aggregate principal amount; provided, however that no such Additional Securities may be issued unless fungible with the Securities offered hereby for U.S. federal income tax purposes. The Trustee shall authenticate Additional Securities thereafter in unlimited aggregate principal amount (so long as permitted by the terms of this Indenture) for original issue upon a Company Order in aggregate principal amount as specified in such order (except as provided in Section 2.07). Each such Company Order shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. Such Additional Securities shall have identical terms to the Initial Securities except for issuance dates and prices and with respect to interest accruing prior to their date of issuance, and will constitute the same series as the Initial Securities for all purposes hereunder, including, without limitation, waivers, amendments and offers to purchase.

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

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

     Section 2.03 . 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 in the United States where Securities may be presented for purchase or payment (“ Paying Agent ”), an office or agency where Securities may be presented for conversion (“ Conversion Agent ”), and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Registrar shall keep a register of the Securities (“ Register ”) 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 “Registrar” includes any co-registrar, including any named pursuant to Section 5.06. The term “Paying Agent” includes any additional paying agent, including any named pursuant to Section 5.06. The term “Conversion Agent” includes any additional conversion agent, including any named pursuant to Section 5.06.

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

     The Company hereby initially appoints the Trustee as Registrar, Paying Agent and Conversion Agent in connection with the Securities.

     Section 2.04 . Paying Agent to Hold Money and Securities in Trust. Prior to 11:00 a.m., New York City time, on each due date of payments in respect of, or delivery of Cash or shares of Common Stock, as applicable and as provided herein, the Company shall deposit with the Paying Agent Cash (in immediately available funds if deposited on the due date) or with the Conversion Agent such number of shares of Common Stock or other consideration sufficient to make such payments or deliveries when so becoming due. The Company shall require each Paying Agent or Conversion Agent, as applicable (other than the Trustee), to agree in writing that such Agent shall hold in trust for the benefit of Securityholders or the Trustee all Cash, Common Stock or other consideration, as applicable, held by such Agent for the making of payments or deliveries in respect of the Securities and shall notify the Trustee in writing of any default by the Company in making any such payment or delivery. If the Company or an Affiliate of the Company acts as Paying Agent or Conversion Agent, as applicable, it shall segregate the Cash, Common Stock and other consideration, as applicable, held by it as Paying Agent or Conversion Agent, as applicable, and hold it as a separate trust fund.

     The Company at any time may require a Paying Agent or Conversion Agent, as applicable, to pay all Cash, Common Stock or other consideration, as applicable, held by it to the Trustee, and the Trustee may at any time during the continuance of any Default, upon written request to the Paying Agent or the Conversion Agent, as applicable, require such Paying Agent or Conversion Agent, as applicable, to pay forthwith to the Trustee all Cash, Common Stock or other consideration, as applicable, so held in trust by such Paying Agent or Conversion Agent. Upon doing so, the Paying Agent or the Conversion Agent, as applicable, shall have no further liability for such Cash, Common Stock or other consideration, as applicable.

     Section 2.05 . Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Securityholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee on or before each Interest Payment Date, and at such other times as the Trustee may request in writing, a list of the names and addresses of the Securityholders in such form and as of such date as the Trustee may reasonably request.

     Section 2.06 . Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided , however , that every Security presented or surrendered for registration of transfer or exchange shall, if such Security is a Certificated Security, be duly endorsed or accompanied by an assignment form, in the form included in Exhibit A attached hereto and, if applicable, a transfer certificate, in the form included in Exhibit A attached hereto, and in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Company shall execute and the Trustee shall, upon receipt of a Company Order, authenticate Securities of a like aggregate principal amount at the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant to Section 2.10, Section 10.05, Article 3 or Article 4, in each case, not involving any transfer.

     Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a transfer of any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not validly withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased).

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

     (b) Any Registrar appointed pursuant to Section 2.03 or Section 5.06 hereof shall provide to the Trustee such information as the Trustee may reasonably request in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities.

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

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

     Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in a Global Security shall be required to be reflected in a book-entry system.

     Section 2.07 . Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of

them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding.

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

     Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith.

     Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder.

     The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

     Section 2.08 . Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those paid or repurchased pursuant to Section 2.07, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding.

     If a Security is replaced pursuant to Section 2.07 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding unless the Trustee receives, subsequent to the new Security’s authentication, proof satisfactory to the Company that the replaced Security is held by a bona fide or protected purchaser. A mutilated Security ceases to be outstanding upon surrender and replacement thereof pursuant to Section 2.07.

     If the Paying Agent holds, in accordance with the terms of this Indenture, prior to 11:00 a.m., New York City time, on the Maturity Date or on a Fundamental Change Purchase Date, as the case may be, Cash sufficient to pay all Initial Securities and all Additional Securities then payable, then on and after such Maturity Date or Fundamental Change Purchase Date, as the case may be, such Securities shall cease to be outstanding and interest on such Securities shall cease to accrue.

     If a Security is converted in accordance with Article 4, then on the Conversion Date, such Security shall cease to be outstanding and interest on such Security shall cease to accrue, unless there shall be a default in the delivery of the consideration payable hereunder upon such conversion.

     Subject to the restrictions contained in Section 2.09, a Security does not cease to be outstanding solely because the Company or an Affiliate of the Company holds the Security.

     Section 2.09 . Treasury Securities. In determining whether the Holders of the required principal amount of Securities have given or concurred in any notice, request, demand, authorization, direction, waiver or consent, Securities owned by the Company or any other obligor on the Securities or by any Affiliate of the

Company or of such other obligor shall be disregarded and deemed not to be outstanding for such purposes, except that, for purposes of determining whether the Trustee shall be protected in relying on any such notice, request, demand, authorization, direction, waiver or consent, only Securities which a Responsible Officer actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to the Securities and that the pledgee is not, and is not acting on the behalf of, the Company or any other obligor on the Securities or any Affiliate of the Company or of such other obligor. If requested by the Trustee, the Company agrees to notify the Trustee in writing of the existence of any such Treasury Securities or Securities owned by the Company, any other obligor on the Securities, or, to the knowledge of the Company, any Affiliate of the Company.

     Section 2.10 . Temporary Securities. Until definitive Securities are ready for delivery, the Company may prepare and execute, and, upon receipt of a Company Order, the Trustee shall authenticate and deliver, temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company reasonably considers appropriate for temporary Securities. 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 pursuant to Section 2.03, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), 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 2.11 . Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar, the Paying Agent and the Conversion Agent shall forward to the Trustee or its agent any Securities surrendered to them for transfer, exchange, payment or conversion. The Trustee and no one else shall cancel, in accordance with its standard procedures, all Securities surrendered for transfer, exchange, payment, conversion or cancellation and shall deliver the canceled Securities to the Company. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation or that any Holder has converted pursuant to Article 4.

     All Securities that are purchased pursuant to Article 3 or otherwise acquired by the Company shall be delivered to the Trustee for cancellation. If the Company shall acquire any of the Securities, such acquisition shall not operate as a repurchase or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation.

     Section 2.12 . Legend; Additional Transfer and Exchange Requirements. (a) Transfer and Exchange of Global Securities .

          (i) Certificated Securities shall be issued in exchange for interests in the Global Securities only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Securities or if it at any time ceases to be a “clearing agency” registered under the Exchange Act, if so required by applicable law or regulation, and a successor Depositary is not appointed by the Company within 90 days of such notice, (y) the Company decides to discontinue use of the system of book-entry transfer through DTC (or any successor depositary) or (z) if an Event of Default has occurred and is continuing, each of clauses (x), (y) and (z) in accordance with the Applicable Procedures. In any such case, the Company shall execute, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver Certificated Securities in an aggregate principal amount equal to the principal amount of such Global Securities in exchange therefor. Certificated Securities issued in exchange for beneficial interests in Global Securities shall be registered in such names and shall be in such authorized denominations as the Depositary, pursuant to instructions from its Agent Members or otherwise in accordance

with the Applicable Procedures, shall instruct the Trustee. The Trustee shall deliver or cause to be delivered such Certificated Securities to the Persons in whose name such Securities are so registered. Such exchange shall be effected in accordance with the Applicable Procedures. In the event that the Certificated Securities are not issued to each such beneficial owner promptly after the Registrar has received a request from the Depositary to issue such Certificated Securities, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 7.06 or 7.07 hereof, the right of any beneficial holder of Securities to pursue such remedy with respect to the portion of the Global Security that represents such beneficial owner’s Securities as if such Certificated Securities had been issued.

          (ii) Notwithstanding any other provisions of this Indenture other than the provisions set forth in Section 2.12(a)(i), a Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

     (b)  Transfer and Exchange of Certificated Securities . In the event that Certificated Securities are issued in exchange for beneficial interests in Global Securities in accordance with Section 2.12(a)(i), and, on or after such event, Certificated Securities are presented by a Holder to the Registrar with a request:

          (x) to register the transfer of the Certificated Securities to a person who shall take delivery thereof in the form of Certificated Securities only; or

          (y) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations,

such Registrar shall register the transfer or make the exchange as requested; provided, however , that the Certificated Securities presented or surrendered for register of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the proviso to the first sentence of Section 2.06(a).

     (c)  Transfers of Certificated Securities for Beneficial Interests in Global Securities . In the event that Certificated Securities are issued in exchange for beneficial interests in Global Securities and, thereafter, the events or conditions specified in Section 2.12(a)(i) which required such exchange shall cease to exist, the Company shall mail notice to the Trustee and to the Holders (i) stating that Holders may exchange Certificated Securities for interests in Global Securities by complying with the procedures set forth in this Indenture and (ii) briefly describing such procedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities are presented by a Holder to a Registrar with a request:

          (x) to register the transfer of such Certificated Securities to a Person who will take delivery thereof in the form of a beneficial interest in a Global Security; or

          (y) to exchange such Certificated Securities for an equal principal amount of beneficial interests in a Global Security, which beneficial interests will be owned by the Holder transferring such Certificated Securities,

the Registrar shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing the aggregate principal amount of the applicable Global Security to be increased accordingly and, if no such Global Security is then outstanding, the Company shall issue and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver a new Global Security; provided , however , that the Certificated Securities presented or surrendered for

registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the proviso to the first sentence of Section 2.06(a).

     (d)  Transfers to the Company . Nothing contained in this Indenture or in the Securities shall prohibit the sale or other transfer of any Securities (including beneficial interests in Global Securities) to the Company, or any of its Subsidiaries or any of its Affiliates.

     Section 2.13 . CUSIP Numbers. The Company in issuing the Securities may use one or more “CUSIP,” “ISIN” or other similar numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP,” “ISIN” or other similar numbers in notices of purchase as a convenience to Holders; provided , however , that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a purchase and that reliance may be placed only on the other identification numbers printed on the Securities, and any such purchase shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in the “CUSIP,” “ISIN” or other similar numbers.

     Section 2.14 . Ranking. The obligations of the Company arising under or in connection with this Indenture and every outstanding Security issued under this Indenture from time to time constitute and shall constitute an unsecured general obligation of the Company, ranking subordinate in right of payment to all Senior Debt as more fully set forth in Article 9 of this Indenture.

     Section 2.15 . 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, which shall initially be the Depositary, as the owner of such Security for the purpose of receiving payment of principal of, Fundamental Change Purchase Price and interest on the Security, for the purpose of receiving Common Stock or Cash and for all other purposes, including without limitation, for purposes of giving notices hereunder, whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. The registered Holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Securities.

     Section 2.16 . Defaulted Interest. If the Company defaults on a payment of interest (including any Additional Interest) on the Securities, it shall pay the defaulted interest, plus (to the extent permitted by law) any interest payable on the defaulted interest, in accordance with the terms hereof, to the Persons who are Holders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Company shall fix such special record date and payment date in a reasonable manner. At least 10 days before such special record date, the Company shall mail to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest, and interest payable on defaulted interest, if any, to be paid. The Company may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Securities may be listed and, upon such notice as may be required by such exchange.

ARTICLE 3

     Section 3.01 . Purchase of Securities at Option of the Holder upon a Fundamental Change. (a) In the event a Fundamental Change shall occur at any time when any Securities remain outstanding, each Holder shall have the right, at such Holder’s option, to require the Company to purchase all of such Holders’ Securities or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof on a date

specified by the Company (the “ Fundamental Change Purchase Date ”) that is not less than 20 nor more than 30 Business Days after the date the Company mails the Fundamental Change Company Notice pursuant to Section 3.01(b), at a purchase price in Cash equal to 100% of the principal amount of the Securities tendered for purchase, plus accrued and unpaid interest (including any Additional Interest) to, but not including, the Fundamental Change Purchase Date (the “ Fundamental Change Purchase Price ”), subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 3.01(d). No Securities may be purchased at the option of the Holders upon a Fundamental Change if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Price of the Securities.

     A “ Fundamental Change ” shall be deemed to have occurred upon the occurrence of any of the following:

     (i) a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock entitled to vote generally in the election of directors and (A) files a Schedule 13D or Schedule TO or any other schedule, form or report under the Exchange Act disclosing such beneficial ownership or (B) the Company otherwise becomes aware of any such person or group; or

     (ii) the Common Stock into which the Securities are then convertible ceases to be listed for trading on the NYSE, Nasdaq or another national securities exchange and is not then quoted on an established automated over-the-counter trading market in the United States;

     (iii) the first day on which a majority of the members of the Company’s board of directors does not consist of continuing directors; or

     (iv) a consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of transactions of all or substantially all of the Company’s properties and assets other than:

     (A) any transaction:

     (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stock; and

     (2) pursuant to which holders of the Company’s capital stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person immediately after giving effect to such transaction in substantially the same proportion as their entitlement to exercise, directly or indirectly, voting power of shares of the Company’s capital stock entitled to vote generally in elections of the Company’s directors immediately prior to such transaction; or

     (B) any transaction that is effected solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock of the surviving entity or a direct or indirect parent of the surviving corporation; or

     (C) any transaction with any of the Company’s wholly-owned subsidiaries, so long as such transaction is not part of a plan or a series of transactions designed to or having the effect of merging or consolidating with, or conveying, transferring, selling, leasing or disposing of all or substantially all of the Company’s properties and assets to any other Person or Persons.

     (v) the Company’s shareholders approve any plan or proposal for the Company’s liquidation or dissolution.

However, a fundamental change will be deemed not to have occurred if more than 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under clause (iv) above consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded or to be traded immediately following such transaction on a U.S. national securities exchange and, as a result of the transaction or transactions, the Securities become convertible into such common stock, depositary receipts or other certificates representing common equity interests (and any rights attached thereto) and other applicable consideration.

     A “ Make-Whole Fundamental Change ” shall be deemed to have occurred upon the occurrence of a Fundamental Change described in clause (i) or clause (iv) above pursuant to which 10% or more of the consideration for the Company’s Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such Fundamental Change transaction consists of cash or securities (or other property) that are not shares of common stock, depositary receipts or other certificates representing common equity interests traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange.

     For purposes of this Section 3.01:

	(I)		“ board of directors ” means the board of directors or other governing body charged with the ultimate management of any person;
	(II)		“ continuing director ” means a director who either was a member of the Company’s board of directors on the date hereof, or who becomes a member of the board of directors subsequent to that date and whose election, appointment or nomination for election by the Company’s shareholders is duly approved by a majority of the continuing directors on the Company’s board of directors at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the Company’s entire board of directors in which such individual is named as a nominee for director; and
	(III)		“ person ” includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

     (b)  Notice of Make-Whole Fundamental Change . The Company will give notice of an anticipated Make-Whole Fundamental Change to each Holder (and to beneficial owners as required by applicable law) no later than the 15 ^th scheduled Trading Day prior to the date on which a Make-Whole Fundamental Change is anticipated to become effective.

     (c)  Notice of Fundamental Change . Within 15 Business Days after the effective date of each Fundamental Change, the Company shall notify the Trustee of the Fundamental Change Purchase Date and shall mail a written notice of the Fundamental Change (each such notice, a “ Fundamental Change Company Notice ”) to each Holder (and to beneficial owners as required by applicable law) in accordance with Section

12.02. The notice shall include the form of a Fundamental Change Purchase Notice to be completed by the Holder and shall state, as applicable:

     (i) the events causing such Fundamental Change, the adjustment date of the Fundamental Change (in the case of a Make-Whole Fundamental Change) and the date of effectiveness of such Fundamental Change;

     (ii) that the Holder has a right to require the Company to purchase the Holder’s Securities;

     (iii) the date by which the Fundamental Change Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the Fundamental Change purchase right;

     (iv) the Fundamental Change Purchase Date;

     (v) the Fundamental Change Purchase Price;

     (vi) the procedures that the Holder must follow to exercise its Fundamental Change purchase right under this Section 3.01;

     (vii) the names and addresses of the Paying Agent and the Conversion Agent;

     (viii) that the Securities must be surrendered to the Paying Agent to collect payment of the Fundamental Change Purchase Price;

     (ix) that the Fundamental Change Purchase Price for any Security as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Security;

     (x) the Conversion Rate (after giving effect to any change in the Conversion Rate that resulted from the Fundamental Change);

     (xi) that the Securities with respect to which a Fundamental Change Purchase Notice has been given may be converted pursuant to Article 4 of this Indenture only if either (i) the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture or (ii) there shall be a default in the payment of the Fundamental Change Purchase Price;

     (xii) the procedures for withdrawing a Fundamental Change Purchase Notice;

     (xiii) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest on Securities surrendered for purchase by the Company shall cease to accrue on and after the Fundamental Change Purchase Date; and

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

     If any of the Securities are in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures for repurchases.

     At the Company’s request, the Trustee shall give the Fundamental Change Company Notice on behalf of the Company and at the Company’s expense; provided , however , that the Company makes such request at least three Business Days (unless a shorter period shall be consented to by the Trustee) prior to the date by

which such Fundamental Change Company Notice must be given to the Holders in accordance with this Section 3.01(c); provided further , however , that the text of such notice shall be prepared by the Company.

     (d)  Fundamental Change Purchase Notice . A Holder may exercise its right specified in Section 3.01(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “ Fundamental Change Purchase Notice ”) to and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than the Close of Business on the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state:

     (i) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased;

     (ii) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and

     (iii) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture.

     The book-entry transfer or delivery of such Security to the Paying Agent (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided , however , that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice.

     The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security.

     Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close of Business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b).

     The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereof.

     (e) Notwithstanding anything herein to the contrary, in the case of Global Securities, any Fundamental Change Purchase Notice may be delivered or withdrawn, and such Securities may be surrendered or transferred by book-entry or delivered for purchase, in accordance with the Applicable Procedures.

     Section 3.02 . Effect of Fundamental Change Purchase Notice. (a) Upon receipt by the Paying Agent of a Fundamental Change Purchase Notice, the Holder of the Security in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn as specified below) thereafter be entitled to receive the Fundamental Change Purchase Price with respect to such Security. Such Fundamental Change Purchase Price shall be paid to such Holder promptly following the later

of (i) the Fundamental Change Purchase Date ( provided such Holder has satisfied the conditions in Section 3.01(d) with respect to such Security) and (ii) the time of book-entry transfer or delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.01(d). A Security in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 4 hereof on or after the date of the delivery of such Fundamental Change Purchase Notice, unless either (i) such Fundamental Change Purchase Notice has first been validly withdrawn in accordance with Section 3.02(b); or (ii) there shall be a default in the payment of the Fundamental Change Purchase Price, provided , that the conversion right with respect to such Security shall terminate at the Close of Business on the date such default is cured and such Security is purchased in accordance herewith.

     (b) A Fundamental Change Purchase Notice may be withdrawn by any Holder delivering such Fundamental Change Purchase Notice upon delivery of a written notice of withdrawal (which may be delivered by mail, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) to and such notice of withdrawal must be received by the Paying Agent at any time prior to the Close of Business on the Fundamental Change Purchase Date, specifying:

     (i) if Certificated Securities are to be withdrawn, the certificate numbers of the Securities in respect of which such notice of withdrawal is being submitted;

     (ii) the principal amount of the Securities in respect of which such notice of withdrawal is being submitted, which principal amount must be $1,000 or an integral multiple thereof; and

     (iii) the principal amount, if any, of the Securities that remains subject to the original Fundamental Change Purchase Notice and that has been or shall be delivered for purchase by the Company.

     Section 3.03 . Deposit of Fundamental Change Purchase Price. Prior to 11:00 a.m., New York City time, on a Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.04) an amount in Cash (in immediately available funds if deposited on such Fundamental Change Purchase Date) sufficient to pay the aggregate Fundamental Change Purchase Price of all the Securities or portions thereof that are to be purchased on that Fundamental Change Purchase Date.

     If the Paying Agent holds, in accordance with the terms hereof, at 11:00 a.m., New York City time, on the Business Day following a Fundamental Change Purchase Date, Cash sufficient to pay the aggregate Fundamental Change Purchase Price of all Securities for which a Fundamental Change Purchase Notice has been delivered and not validly withdrawn in accordance with this Indenture, then, on and after such Fundamental Change Purchase Date, such Securities shall cease to be outstanding and interest (including Additional Interest) on such Securities shall cease to accrue, whether or not such Securities are transferred by book-entry or delivered to the Paying Agent, and the rights of the Holders in respect thereof shall terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery of such Securities by their Holders to the Paying Agent).

     Section 3.04 . Securities Purchased in Part. Any Certificated Security that is to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form reasonably satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and promptly after a Fundamental Change Purchase Date, the Company shall issue and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities, of such authorized denomination

or denominations as may be requested by such Holder, in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Security so surrendered that is not purchased.

     Section 3.05 . Repayment to the Company. To the extent that the aggregate amount of Cash deposited by the Company pursuant to Section 3.03 exceeds the aggregate Fundamental Change Purchase Price of the Securities or portions thereof that the Company is obligated to purchase on the Fundamental Change Purchase Date, then, within one day after the Fundamental Change Purchase Date, the Paying Agent shall return any such excess Cash to the Company.

     Section 3.06 . Compliance with Securities Laws upon Purchase of Securities. When complying with the provisions of Article 3 hereof ( provided that such offer or purchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or purchase), and subject to any exemptions available under applicable law, the Company shall:

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

     (b) otherwise comply with all federal and state securities laws so as to permit the rights and obligations in connection with any purchase pursuant to this Article 3 to be exercised in the time and in the manner specified herein.

ARTICLE 4
Conversion

     Section 4.01 . Conversion Privilege. The Securities shall be convertible in accordance with their terms and in accordance with and subject to this Article 4 into a number of shares of Common Stock equal to the Conversion Rate, subject to the provisions of Section 4.02 regarding fractional shares, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date. Securities may be converted only in denominations of $1,000 principal amount and integral multiples thereof.

     Section 4.02 . Conversion Rate. (a) The Conversion Rate shall be determined as follows:

     If the Applicable Stock Price is less than or equal to the Base Conversion Price, the Conversion Rate will be the Base Conversion Rate.

     If the Applicable Stock Price is greater than the Base Conversion Price, the Conversion Rate will be determined in accordance with the following formula: