INDENTURE

Exhibit 4.1

[EXECUTION VERSION]

HERCULES OFFSHORE, INC.

and

NATIONAL ASSOCIATION

as Trustee

Indenture

Dated as of June 3, 2008

3.375% Convertible Senior Notes due 2038

Certain Sections of this Indenture relating to
Sections 310 through 318 of the Trust Indenture Act of 1939:

Trust Indenture Act Section		Indenture Section
§ 310(a)(1)		6.09
(a)(2)		6.09
(a)(3)		Not Applicable
(a)(4)		Not Applicable
(a)(5)		6.09
(b)		6.08
§ 311(a)		6.13
(b)		6.13
§ 312(a)		7.01, 7.02(a)
(b)		7.02(b)
(c)		7.02(c)
§ 313(a)		7.03(a)
(b)		7.03(a)
(c)		7.03(a)
(d)		7.03(b)
§ 314(a)		7.04
(b)		Not Applicable
(c)(1)		1.02
(c)(2)		1.02
(c)(3)		Not Applicable
(d)		Not Applicable
(e)		1.02
§ 315(a)		6.01, 6.03
(b)		6.02
(c)		6.01
(d)		6.01, 6.03
(e)		5.14
§ 316(a)		5.12, 5.13
(a)(1)(A)		5.12
(a)(1)(B)		5.13
(a)(2)		Not Applicable
(b)		5.08
(c)		1.04(c)
§ 317(a)(1)		5.03, Section 5.05
(a)(2)		5.04
(b)		10.03
§ 318(a)		1.07

Note:

This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

		ARTICLE 1
		DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01.		Definitions			1
Section 1.02.		Compliance Certificates and Opinions			15
Section 1.03.		Form of Documents Delivered to Trustee			15
Section 1.04.		Acts of Holders; Record Dates			16
Section 1.05.		Notices, Etc., to Trustee and Company			17
Section 1.06.		Notice to Holders; Waiver			17
Section 1.07.		Conflict With Trust Indenture Act			18
Section 1.08.		Effect of Headings and Table of Contents			18
Section 1.09.		Successors and Assigns			18
Section 1.10.		Separability Clause			18
Section 1.11.		Benefits of Indenture			18
Section 1.12.		Governing Law			18
Section 1.13.		Legal Holidays			18
Section 1.14.		Indenture and Securities Solely Corporate Obligations			19
Section 1.15.		Indenture May Be Executed in Counterparts			19
Section 1.16.		Acceptance of Trust			19
Section 1.17.		Force Majeure			19
Section 1.18.		Waiver of Jury Trial			19
		ARTICLE 2
		SECURITY FORMS
Section 2.01.		Forms Generally			20
Section 2.02.		Form of Face of Security			20
Section 2.03.		Form of Reverse of Security			24
Section 2.04.		Form of Legend for Global Securities			29
Section 2.05.		Form of Notice of Conversion			30
Section 2.06.		Form of Assignment			31
Section 2.07.		Form of Trustee’s Certificate of Authentication			33
Section 2.08.		Legend on Restricted Securities			33
		ARTICLE 3
		THE SECURITIES
Section 3.01.		Title and Terms; Principal and Interest			33
Section 3.02.		Regular Interest			34
Section 3.03.		Contingent Interest			34
Section 3.04.		Accretion			35
Section 3.05.		Denominations			35
Section 3.06.		Global Securities; Non-global Securities; Book-entry Provisions			35
Section 3.07.		Execution, Authentication, Delivery and Dating			37
Section 3.08.		Temporary Securities			38
Section 3.09.		Security Registrar, Registration of Transfer and Exchange; Paying Agent			38

Section 3.10.		Mutilated, Destroyed, Lost and Stolen Securities			41
Section 3.11.		Payment of Interest; Interest Rights Preserved			42
Section 3.12.		Persons Deemed Owners			42
Section 3.13.		Cancellation and Transfer Provisions			43
Section 3.14.		CUSIP Numbers			44
Section 3.15.		Computation of Interest			44
Section 3.16.		Special Record Date			44
		ARTICLE 4
		SATISFACTION AND DISCHARGE
Section 4.01.		Satisfaction and Discharge of Indenture			45
Section 4.02.		Application of Trust Money			46
		ARTICLE 5
		REMEDIES
Section 5.01.		Events of Default			47
Section 5.02.		Acceleration of Maturity; Rescission and Annulment			48
Section 5.03.		Collection of Indebtedness and Suits for Enforcement by Trustee			50
Section 5.04.		Trustee May File Proofs of Claim			50
Section 5.05.		Trustee May Enforce Claims Without Possession of Securities			51
Section 5.06.		Application of Money Collected			51
Section 5.07.		Limitation on Suits			51
Section 5.08.		Unconditional Right of Holders to Receive Principal and Interest and to Convert			52
Section 5.09.		Restoration of Rights and Remedies			52
Section 5.10.		Rights and Remedies Cumulative			52
Section 5.11.		Delay or Omission Not Waiver			53
Section 5.12.		Control by Holders			53
Section 5.13.		Waiver of Past Defaults			53
Section 5.14.		Undertaking for Costs			54
Section 5.15.		Waiver of Stay or Extension Laws			54
		ARTICLE 6
		THE TRUSTEE
Section 6.01.		Certain Duties and Responsibilities			54
Section 6.02.		Notice of Defaults			55
Section 6.03.		Certain Rights of Trustee			55
Section 6.04.		Not Responsible for Recitals or Issuance of Securities			56
Section 6.05.		May Hold Securities			56
Section 6.06.		Money Held in Trust			56
Section 6.07.		Compensation and Reimbursement			57
Section 6.08.		Disqualification; Conflicting Interests			57
Section 6.09.		Corporate Trustee Required; Eligibility			57
Section 6.10.		Resignation and Removal; Appointment of Successor			58

Section 6.11.		Acceptance of Appointment by Successor			59
Section 6.12.		Merger, Conversion, Consolidation or Succession to Business			59
Section 6.13.		Preferential Collection of Claims Against Company			59
Section 6.14.		Appointment of Authenticating Agent			60
Section 6.15.		USA Patriot Act			61
		ARTICLE 7
		HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
Section 7.01.		Company to Furnish Trustee Names and Addresses of Holders			62
Section 7.02.		Preservation of Information; Communications to Holders			62
Section 7.03.		Reports by Trustee			62
Section 7.04.		Reports by Company			63
		ARTICLE 8
		CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 8.01.		Company May Consolidate, Etc., Only on Certain Terms			63
Section 8.02.		Successor Substituted			64
		ARTICLE 9
		MODIFICATION AND AMENDMENT
Section 9.01.		Supplemental Indentures Without Consent of Holders			65
Section 9.02.		Supplemental Indentures with Consent of Holders			66
Section 9.03.		Execution of Supplemental Indentures			67
Section 9.04.		Effect of Supplemental Indentures			67
Section 9.05.		Conformity with Trust Indenture Act			67
Section 9.06.		Reference in Securities to Supplemental Indentures			67
		ARTICLE 10
		COVENANTS
Section 10.01.		Payment of Principal and Interest			68
Section 10.02.		Maintenance of Office or Agency			68
Section 10.03.		Money for Security Payments to Be Held in Trust			68
Section 10.04.		Statement by Officers as to Default			69
Section 10.05.		Existence			70
Section 10.06.		Additional Interest			70
		ARTICLE 11
		OPTIONAL REDEMPTION; REPURCHASE AT OPTION OF THE HOLDER
Section 11.01.		Right to Redeem; Notice to Trustee			70
Section 11.02.		Selection of the Securities to Be Redeemed			71
Section 11.03.		Notice of Redemption			71
Section 11.04.		Effect of Notice of Redemption			72
Section 11.05.		Deposit of Redemption Price			72

Section 11.06.		Securities Redeemed in Part			72
Section 11.07.		No Redemption of Securities Upon Occurrence of Acceleration			73
Section 11.08.		Repurchase of Securities at the Option of Holders			73
Section 11.09.		Repurchase at the Option of the Holder Upon a Fundamental Change			77
Section 11.10.		Covenant to Comply with Securities Laws upon Repurchase of Securities			80
Section 11.11.		Purchase of Securities			80
		ARTICLE 12
		CONVERSION OF SECURITIES
Section 12.01.		Conversion Privilege and Conversion Rate			81
Section 12.02.		Exercise of Conversion Privilege; Settlement			84
Section 12.03.		Restrictions on Conversion Rights			89
Section 12.04.		Fractions of Shares			89
Section 12.05.		Adjustment of Conversion Rate			90
Section 12.06.		Notice of Adjustments of Conversion Rate			98
Section 12.07.		Company to Reserve Common Stock			98
Section 12.08.		Certain Covenants			99
Section 12.09.		Cancellation of Converted Securities			99
Section 12.10.		Provision in Case of Effect of Reclassification, Consolidation, Merger or Sale			99
Section 12.11.		Company Responsible for Making Calculations			101
Section 12.12.		Responsibility of Trustee for Conversion Provisions			102
		ARTICLE 13
		TAXES
Section 13.01.		Tax Treatment of the Securities			102
Section 13.02.		Withholding for Taxes			103
Signatures
Schedule A
Schedule B

      INDENTURE , dated as of June 3, 2008, between Hercules Offshore, Inc., a Delaware corporation (the “ Company ”), having its principal office at 9 Greenway Plaza, Suite 2200, Houston, Texas 77046 and The Bank of New York Trust Company, National Association, as Trustee (herein called the “ Trustee ”).

Recitals of the Company

     The Company has duly authorized the creation of an issue of its 3.375% Convertible Senior Notes due 2038 (herein called the “ Initial Securities ” and, together with any Additional Securities (as defined below), the “ Securities ”) of substantially the tenor and amount hereinafter set forth, and to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture.

     All things necessary to make the Securities, when executed by the Company and authenticated and delivered as provided herein and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with their and its terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.01. Definitions.

     For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

     (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

     (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

     (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation; and

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

     “ Accreted Principal Amount ” means the Original Principal Amount as adjusted upward for accretion as described in Section 3.04 ; provided that prior to June 1, 2013, references to the Accreted Principal Amount shall mean the Original Principal Amount.

     “ Act ”, when used with respect to any Holder, has the meaning specified in Section 1.04 .

     “ Additional Interest ” means a one time payment of 0.50% of the Outstanding Original Principal Amount of the Securities pursuant to Section 10.06 .

     “ Additional Securities ” means an unlimited maximum aggregate principal amount of Securities (other than the Initial Securities) issued under this Indenture.

     “ Additional Shares ” has the meaning specified in Section 12.01 .

     “ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “ Agent Member ” means any member of, or participant in, the Depositary.

     “ Applicable Law ” has the meaning specified in Section 6.15 .

     “ Applicable Procedures ” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of DTC or any successor Depositary, in each case to the extent applicable to such transaction and as in effect from time to time.

     “ Authenticating Agent ” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities.

     “ Bankruptcy Law ” means the United States Bankruptcy Code of 1978 or any similar U.S. federal or state law for the relief of debtors.

      “Beneficial Owner” means any Person that acquires a direct or indirect beneficial interest in the Securities.

     “ Board of Directors ” means the Board of Directors or comparable governing body of the Company or any committee thereof duly authorized, with respect to any particular matter, to act by or on behalf of the Board of Directors or comparable governing body of the Company.

     “ Board Resolution ” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

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

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

     “ close of business ” means, with respect to any day, 5:00 p.m., New York City time, on such day.

     “ Code ” means the United States Internal Revenue Code of 1986, as amended.

     “ Commission ” or “ SEC ” means the 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 such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

     “ Common Stock ” includes any stock of any class of the Company which has 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 is not subject to redemption by the Company. However, subject to the provisions of Section 12.10 , shares issuable on conversion of Securities shall include only shares of the class designated as Common Stock of the Company at the date of this Indenture or shares of any class or classes 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 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 Person named as the “ Company ” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “ Company ” shall mean such successor Person.

     “ Company Request ” or “ Company Order ” means a written request or order signed in the name of the Company by two Officers of the Company, and delivered to the Trustee.

     “ Consideration Notice ” has the meaning specified in Section 12.02(b) .

      “Contingent Interest” means interest that accrues and is payable as provided in Section 3.03 .

      “Contingent Payment Debt Regulations ” has the meaning specified in Section 13.01(a) .

     “ Continuing Directors ” means (i) individuals who on the Issue Date of the Initial Securities constituted the Board of Directors and (ii) any new directors whose election to the Board of Directors or whose nomination for election by the stockholders of the Company was approved by at least a majority of the directors then still in office (or a duly constituted committee thereof) either who were directors on such Issue Date or whose election or nomination for election was previously so approved.

     “ Conversion Agent ” means any Person authorized by the Company to convert Securities in accordance with Article 12 .

     “ Conversion Consideration ” has the meaning specified in Section 12.02(j) .

     “ Conversion Date ” means the date on which a holder complies with the conversion requirements in Section 12.02(c) .

     “ Conversion Obligation ” means the obligation of the Company to deliver the consideration due under Article 12 upon a conversion of the Securities in accordance herewith.

     “ Conversion Price ” means at any time the amount equal to $1,000 divided by the then applicable Conversion Rate.

     “ Conversion Rate ” has the meaning specified in Section 12.01 .

     “ Conversion Retraction Period ” has the meaning specified in Section 12.02(c) .

     “ Corporate Trust Office ” means the principal office of the Trustee currently located at 101 Barclay Street, New York, New York 10286, Attention: Corporate Trust Services Re: Hercules Offshore, Inc., or such other address in New York, New York as the Trustee may designate from time to time by notice to the Holders, the Initial Purchasers and the Company or the principal corporate trust office of any successor Trustee.

     “ corporation ” means a corporation, association, company, joint-stock company or business trust.

     “ Daily Cash Amount ” has the meaning specified in the definition of Daily Settlement Amount.

     “ Daily Conversion Value ” means, for each of the 20 consecutive VWAP Trading Days during the Observation Period, one-twentieth (1/20) of the product of (a) the applicable Conversion Rate and (b) the Daily VWAP of the Common Stock (or the Reference Property pursuant to Section 12.10 ) on such VWAP Trading Day, as determined by the Company. Any such determination shall be conclusive absent manifest error.

     “ Daily Settlement Amount ” means, for each of the 20 VWAP Trading Days during the Observation Period:

     (a) an amount of cash equal to the lesser of (i) the quotient of the Specified Dollar Amount and 20 and (ii) the Daily Conversion Value relating to such VWAP Trading Day (in either case, the “ Daily Cash Amount ”); and

     (b) if such Daily Conversion Value exceeds the Daily Cash Amount, a number of shares of Common Stock (the “ Deliverable Shares ”) equal to (i) the difference between such Daily Conversion Value and the Daily Cash Amount divided by (ii) the Daily VWAP of the Common Stock for such VWAP Trading Day.

     “ Daily VWAP ” of the Common Stock means, for any VWAP Trading Day, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page HERO.Q <equity> AQR (or any equivalent successor page) in respect of the period from the scheduled open of trading on the principal trading market for Common Stock to the scheduled close of trading on such market on such VWAP Trading Day (without regard to after-hours trading), or if such volume-weighted average price is unavailable, the market value of one share of Common Stock (or one unit of Reference Property consisting of marketable equity securities) on such VWAP Trading Day using a volume-weighted method (or, in the case of Reference Property consisting of cash, the amount of such cash or, in the case of Reference Property other than marketable equity securities or cash, the market value thereof) in each case as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company.

     “ default ” means any event which is, or after notice or lapse of time or both would become, an Event of Default pursuant to Section 5.01 .

     “ Defaulted Interest ” has the meaning specified in Section 3.16 .

     “ Deliverable Shares ” has the meaning specified in the definition of Daily Settlement Amount.

     “ Depositary ” has the meaning specified in Section 3.06 .

     “ Distributed Property ” has the meaning specified in Section 12.05(c) .

     “ DTC ” means The Depository Trust Company, a New York corporation, or any successor.

     “ Effective Date ” means the date on which a Fundamental Change occurs or becomes effective.

     “ Event of Default ” has the meaning specified in Section 5.01 .

     “ Excess Shares ” has the meaning specified in the Company’s Certificate of Incorporation or other charter documents, provided that any amendment to the Company’s Certificate of Incorporation or other charter documents to decrease the “Permitted Percentage” as defined therein shall, solely with respect to such decrease, be given no effect with respect to the definition of “Excess Shares” hereunder.

     “ Exchange Act ” means the U.S. Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

     “ Exchange Election ” has the meaning specified in Section 12.02(j) .

     “ Ex Date ” means, with respect to any issuance or distribution on the Common Stock or any other equity security, the first date on which the shares of the Common Stock or such other equity security trade on the relevant exchange or in the relevant market, regular way, without such right to receive the issuance or distribution.

     “ Extension Fee ” has the meaning specified in Section 5.02 .

     “ Extension Right ” has the meaning specified in Section 5.02 .

     “ Fair Market Value ” means, with respect to any asset or Property, the price which could be negotiated in an arm’s-length transaction between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

     “ Final Observation Period ” has the meaning specified in clause (a) of the definition of “Observation Period.”

     “ Financial Institution ” has the meaning specified in Section 12.02(j) .

     “ Fundamental Change ” shall be deemed to have occurred if any of the following occurs after the Issue Date of the Initial Securities:

     (1) any Person acquires beneficial ownership, directly or indirectly, through a purchase, tender or exchange offer, merger or other acquisition transaction or series of transactions, 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 entitled to vote generally in elections of directors, other than an acquisition by the Company or any of the Company’s Subsidiaries (for purposes of this clause (1), whether a Person is a “beneficial owner” shall be determined in accordance with Rule 13d-3 under the Exchange Act, and “Person” shall include any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act); or

     (2) the Company (i) merges or consolidates with or into any other Person, another Person merges with or into the Company, or the Company conveys, sells, transfers or leases all or substantially all of the Company’s assets to another Person or (ii) engages in any recapitalization, reclassification or other transaction in which all or substantially all of the Common Stock is exchanged for or converted into cash, securities or other property, in each of clauses (i) or (ii), other than any merger or consolidation:

     (a) that does not result in a reclassification, conversion, exchange or cancellation of the Company’s outstanding Common Stock; or

     (b) that is effected for the purpose of changing the Company’s jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding

shares of the Common Stock solely into shares of common stock of the surviving or resulting Person; or

     (3) the first day on which a majority of the members of the Board of Directors (or, if applicable, the board of directors or a comparable governing body of a successor Person to the Company) does not consist of Continuing Directors; or

     (4) the Company is liquidated or dissolved or holders of the Common Stock approve any plan or proposal for liquidation or dissolution of the Company; or

     (5) shares of the Common Stock, or shares of any other common equity into which the Securities are convertible pursuant to the terms of this Indenture, are not listed for trading on any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market (or any of their respective successors).

     “ Fundamental Change Repurchase Date ” has the meaning specified in Section 11.09 .

     “ Fundamental Change Repurchase Notice ” has the meaning specified in Section 11.09 .

     “ Fundamental Change Repurchase Price ” has the meaning specified in Section 11.09 .

     “ Fundamental Change Repurchase Right Notice ” has the meaning specified in Section 11.09 .

     “ Global Security ” means a Security that is registered in the Security Register in the name of a Depositary or a nominee thereof.

     “ Holder ” means a Person in whose name a Security is registered in the Security Register.

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

     “ Initial Purchasers ” means Goldman, Sachs & Co., Bank of America Securities LLC, UBS Investment Bank, and the other purchasers listed on Schedule I to the Purchase Agreement, dated as of May 28, 2008, between the Company and the Initial Purchasers with respect to the Initial Securities (the “ Purchase Agreement ”).

     “ Initial Securities ” has the meaning specified in the Recitals and includes any Securities issued upon the exercise of the Initial Purchasers’ option to purchase additional Securities pursuant to the Purchase Agreement.

     “ Interest ” means Regular Interest, Contingent Interest, if any, and Additional Interest, if any.

     “ Interest Payment Date ” means the Stated Maturity of an installment of Interest on the Securities.

     “ Issue Date ” with respect to the Initial Securities means June 3, 2008, and with respect to any Additional Securities, the date of original issuance of such Additional Securities.

     “ Interest Period ” has the meaning specified in Section 3.02 .

     “ Jones Act Restrictions ” means any restrictions on the ownership or transfer of Common Stock applicable to Persons who are not U.S. Citizens (i) imposed by the Jones Act, Title 46 U.S.C. §§ 50101 et seq., (ii) contained in the Company’s Certificate of Incorporation or other charter documents or (iii) otherwise voluntarily imposed by the Company for the purpose of complying with Maritime Laws.

     “ Last Reported Sale Price ” means, with respect to the Common Stock or any other security for which a Last Reported Sale Price must be determined, on any date, the closing sale price per share of the Common Stock or unit of such other security (or, if no closing sale price is reported, the average of the last bid and last ask prices or, if more than one in either case, the average of the average last bid and the average last ask prices) on such date as reported in composite transactions for the principal United States national or regional securities exchange on which it is then traded, if any. If the Common Stock or such other security is not listed for trading on a United States national or regional securities exchange on the relevant date, the Last Reported Sale Price shall be the average of the last quoted bid and ask prices per share of Common Stock or such other security in the over-the-counter market on the relevant date, as reported by Pink Sheets LLC or a similar organization. In the absence of such quotation, the Last Reported Sale Price shall be the average of the mid-point of the last bid and ask prices for the Common Stock or such other security on the relevant date from each of at least three nationally recognized independent investment banking firms, which may include any or all of the Initial Purchasers, selected from time to time by the Company for that purpose. The Last Reported Sale Price shall be determined without reference to extended or after hours trading. Any such determination shall be made by the Company and shall be conclusive absent manifest error.

     “ Make-Whole Fundamental Change ” means any transaction or event that occurs on or prior to June 1, 2013 and that constitutes a Fundamental Change pursuant to clauses (1) , (2) , (4) or (5) of the definition of such term.

     “ Make-Whole Reference Date ” means, with respect to any Make-Whole Fundamental Change, the earliest of the date on which such Make-Whole Fundamental Change is publicly announced, occurs or becomes effective.

     “ Maritime Laws ” means collectively the Merchant Marine Act of 1936, the Shipping Act of 1916, any successor statutes thereto, and the regulations promulgated thereunder, in each case as amended or supplemented from time to time.

     “ Market Disruption Event ” means the occurrence or existence on any Scheduled Trading Day for the Common Stock 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 futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time within the 30 minutes prior to the closing time of the relevant exchange on such day.

     “ Maturity ”, when used with respect to any Security, means the date on which the principal of such Security becomes due and payable as therein or herein provided, whether at the Stated Maturity thereof or by declaration of acceleration, required repurchase or otherwise.

     “ Maturity Date ” means, with respect to the Securities, June 1, 2038.

     “ Measurement Period ” (i) for purposes of determining whether the Company is required to pay Contingent Interest, has the meaning specified in Section 3.03(a) and (ii) for purposes of determining whether the Trading Price Condition has been met, the meaning specified in Section 12.01 .

     “ Merger Event ” has the meaning specified in Section 12.10 .

     “ Net Share Settlement Election ” has the meaning specified in Section 12.02(b) .

     “ Notice of Conversion ” has the meaning specified in Section 12.02(c) .

     “ Notice of Jones Act Restrictions ” has the meaning specified in Section 12.02(c) .

     “ Observation Period ” means, with respect to any Securities,

     (a) with respect to any Conversion Date occurring on or after the 25th Scheduled Trading Day prior to the Maturity Date, the 20 consecutive VWAP Trading Day period beginning on, and including, the 22nd Scheduled Trading Day prior to such Maturity Date (or if such day is not a VWAP Trading Day, the next succeeding VWAP Trading Day) (the “ Final Observation Period ”); and

     (b) in all other instances, the 20 consecutive VWAP Trading Day period beginning on, and including, the third VWAP Trading Day after the related Conversion Date in respect of such Securities or, if the Company provides a Notice of Jones Act Restrictions to the converting Holder pursuant to Section 12.02(c) , the second VWAP Trading Day after the Conversion Retraction Period ends.

     “ Officer ” of a Person means the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Deputy Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary, the Assistant Secretary, the Chief Accounting Officer, the Controller or any Director of such Person.

     “ Officer’s Certificate ” means a certificate signed by an Officer.

     “ Opinion of Counsel ” means a written opinion of counsel, who may be counsel for, or an employee of, the Company.

     “ Optional Put Repurchase Offer ” has the meaning specified in Section 11.08(a)(ii) .

     “ Optional Put Repurchase Date ” has the meaning specified in Section 11.08(a)(i) .

     “ Optional Put Repurchase Notice ” has the meaning specified in Section 11.08(a)(ii) .

     “ Optional Put Repurchase Price ” has the meaning specified in Section 11.08(a)(i) .

     “ Original Principal Amount ” means (a) with respect to the Initial Securities, the principal amount of the Initial Securities as of the Issue Date, plus the principal amount of any additional Initial Securities issued upon exercise of the Initial Purchasers’ option granted pursuant to the Purchase Agreement as of the date of issuance of such Initial Securities, and (b) with respect to Additional Securities, if any, the principal amount of such Additional Securities on their date of issuance.

     “ Outstanding ”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except :

     (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

     (ii) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities;

     (iii) Securities which have been paid pursuant to Section 3.09 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

     (iv) Securities converted into Common Stock pursuant to Article 12 ; and

     (v) Securities redeemed or repurchased pursuant to Article 11 ;

provided , however , that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

     “ Paying Agent ” means any Person authorized by the Company to pay the principal of or Interest on any Securities on behalf of the Company, and, except as otherwise specifically set

forth herein, such term shall include the Company or any Subsidiary if it shall act as a Paying Agent. The Company has initially appointed the Trustee as its Paying Agent.

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

     “ Place of Payment ” has the meaning specified in Section 3.01 .

     “ Predecessor Security ” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

     “ Preferred Stock ” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon voluntary or involuntary liquidation or dissolution of such Person, over the shares of Capital Stock of any other class of such Person.

     “ Property ” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person.

     “ Purchase Agreement ” has the meaning specified in the definition of Initial Purchasers.

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

     “ Redemption Price ” has the meaning specified in Section 11.01 .

     “ Reference Property ” has the meaning specified in Section 12.10 .

     “ Regular Interest ” has the meaning specified in Section 3.02 .

     “ Regular Record Date ” for the Interest payable on any Interest Payment Date means the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.

     “ Relevant Date ” has the meaning specified in Section 12.05(j) .

     “ Reporting Event of Default ” has the meaning specified in Section 5.02 .

     “ Responsible Officer ”, when used with respect to the Trustee, means the chairman or any vice-chairman of the board of directors, the chairman or any vice-chairman of the executive committee of the board of directors, the chairman of the trust committee, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller or any assistant

controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and having direct responsibility for the administration of the Indenture.

     “ Restricted Security ” or “ Restricted Securities ” has the meaning specified in Section 2.08 .

     “ Scheduled Trading Day ” means a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading or, if the Common Stock is not listed or admitted for trading on any exchange or market, a Business Day.

     “ Security ” and “ Securities ” have the meaning specified in the Recitals and include the Initial Securities and any Additional Securities. The Initial Securities and Additional Securities shall be treated as a single class for all purposes under this Indenture.

     “ Securities Act ” means the U.S. Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

     “ Security Register ” and “ Security Registrar ” have the respective meanings specified in Section 3.09 .

     “ Significant Subsidiary ” means, with respect to 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.

     “ Special Record Date ” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.16 .

     “ Specified Dollar Amount ” means a dollar amount of cash to be delivered per $1,000 Original Principal Amount of Securities, which shall be deemed to be the Accreted Principal Amount as of the Conversion Date if the Company has made an irrevocable Net Share Settlement Election, specified in a notice pursuant to Section 12.02 , provided that the exact amount of cash to be payable upon conversion of a Security in accordance with Article 12 shall be determined as provided in the definition of Daily Settlement Amount.

     “ Spin-Off ” has the meaning specified in Section 12.05(c) .

     “ Stated Maturity ”, when used with respect to any Security or any installment of Interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of Interest is due and payable.

     “ Stock Price ” means the price paid per share of Common Stock in connection with a Make-Whole Fundamental Change pursuant to which Additional Shares shall be added to the Conversion Rate as set forth in Article 12 , which shall be equal to (i) if holders of Common Stock receive only cash consideration for their shares of Common Stock (in a single per-share

amount, other than with respect to appraisal and similar rights) in connection with such Make-Whole Fundamental Change, the cash amount paid per share of Common Stock in such Make-Whole Fundamental Change and (ii) in all other cases, the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period ending on, and including, the Trading Day preceding the date on which such Make-Whole Fundamental Change occurs or becomes effective.

     “ Subsidiary ” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, or persons performing similar functions, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

     “ Successor ” has the meaning specified in Section 8.01 .

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

     “ Trading Price ” with respect to any Securities, on any date of determination, means the average of the secondary market bid quotations obtained by the Company or its agent for $2.0 million in Original Principal Amount of such Securities at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company, which may include any or all of the Initial Purchasers; provided that if three such bids cannot reasonably be obtained, but two such bids are obtained, then the average of the two bids will be used, and if only one such bid is obtained, that one bid shall be used. If at least one bid for $2.0 million in Original Principal Amount of the Securities cannot reasonably be obtained, then the Trading Price per $1,000 in Original Principal Amount of Securities shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate in effect on such date of determination. Any such determination shall be conclusive absent manifest error. Notwithstanding the foregoing, for purposes of Section 3.03 only, if two bids for $2.0 million in Original Principal Amount of the Securities cannot reasonably be obtained from nationally recognized securities dealers selected by the Company, but one such bid can reasonably be obtained, this one bid shall be used. If at least one bid for $2.0 million in Original Principal Amount of the Securities cannot reasonably be obtained from a nationally recognized securities dealer or in the Company’s reasonable judgment the bid quotations are not indicative of the secondary market value of the Securities, then the Trading Price of the Securities on a Trading Day will be deemed to equal the product of (x) the Conversion Rate then in effect and (y) the closing sale price of the Common Stock on such Trading Day.

     “ Trading Price Condition ” has the meaning specified in Section 12.01 .

     “ Trigger Event ” has the meaning specified in Section 12.05(c) .

     “ Trust Indenture Act ” means the U.S. Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed; provided , however , that in the event the Trust

Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

     “ Trustee ” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

     “ U.S. Citizen ” means a “U.S. Citizen” as defined in the Company’s Certificate of Incorporation or other charter documents and any other person who is a “citizen of the United States” under the Jones Act, Title 46 U.S.C. §§ 50101 et seq., and the rules and regulations thereunder.

     “ 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”.

     “ VWAP Market Disruption Event ” means (i) a failure by the principal U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for 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 futures contracts relating to the Common Stock.

     “ VWAP Trading Day ” means a day during which (i) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading and (ii) there is no VWAP Market Disruption Event. If the Common Stock is not so listed or traded, then VWAP Trading Day means a Business Day.

     This Indenture is subject to the mandatory provisions of the Trust Indenture Act, which are incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act terms have the following meanings:

     “ Indenture Securities ” means the Securities.

     “ Indenture Security Holder ” means a Holder.

     “ Indenture to be Qualified ” means this Indenture.

     “ Indenture Trustee ” or “ Institutional Trustee ” means the Trustee.

     All other terms in this Indenture that are defined by the Trust Indenture Act, defined by it by reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture by the Trust Indenture Act, such required provision shall control.

     Section 1.02. Compliance Certificates and Opinions.

     Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with.

     Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

     (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

     (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

     (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

     Section 1.03. Form of Documents Delivered to Trustee.

     In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel (who may be an employee of the Company), unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of, or representations by, an accountant (who may be an employee of the Company) or firm of accountants, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

     Section 1.04. Acts of Holders; Record Dates.

     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. The Trustee shall promptly deliver to the Company copies of all such instruments or instruments and records delivered to the Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01 ) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

     (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

     (c) The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as the record date (which need not comply with Section 316(c) of the Trust Indenture Act) for the purpose of determining the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders. If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 7.01 ) prior to such first solicitation or vote, as the case may be. With regard to any record date, only the Holders on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action or to revoke the giving or taking, or voting on, any such action previously given or taken, whether or not such Persons continue to be Holders after such record date.

     (d) The ownership of Securities shall be proved by the Security Register.

     (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the

Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

     Section 1.05. Notices, Etc., to Trustee and Company.

     Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

     (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (or by facsimile transmission to (212) 815-5704 (or such other facsimile number specified by the Trustee), provided that oral confirmation of receipt shall have been received) to or with the Trustee at its Corporate Trust Office, or such other means reasonably acceptable to the Trustee, or

     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company, Attention: Chief Financial Officer, with a copy to the Secretary or such other means reasonably acceptable to the Company.

     Section 1.06. Notice to Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, or by such other means reasonably acceptable to the Holder, in each case not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. In any case where notice to Holders is given by publication, any defect in any notice so published as to any particular Holder shall not affect the sufficiency of such notice with respect to other Holders, and any notice that is published in the manner herein provided shall be conclusively presumed to have been duly given. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

     In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

     Section 1.07. Conflict With Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

     Section 1.08. Effect of Headings and Table of Contents.

     The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

     Section 1.09. Successors and Assigns.

     All covenants and agreements in this Indenture by the Company shall bind its successors and assigns and all agreements of the Trustee in this Indenture shall bind its successors and assigns, whether so expressed or not.

     Section 1.10. Separability Clause.

     In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

     Section 1.11. Benefits of Indenture.

     Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

     Section 1.12. Governing Law.

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THE LAWS OF THE STATE OF NEW YORK REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

     Section 1.13. Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date, Optional Put Repurchase Date, Stated Maturity, or the last date on which a Holder has the right to convert his Securities, shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Securities) payment of Interest or principal or conversion of the Securities need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date, Optional Put Repurchase Date, the

Stated Maturity, or on such last day for conversion, provided that no Interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date, Optional Put Repurchase Date or Stated Maturity, as the case may be.

     Section 1.14. Indenture and Securities Solely Corporate Obligations.

     None of the Company’s or its Subsidiaries’ past, present or future directors, officers, employees, incorporators or stockholders, as such, shall have any liability for any of the Company’s obligations under this Indenture or the Securities or for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities.

     Section 1.15. Indenture May Be Executed in Counterparts.

     This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument.

     Section 1.16. Acceptance of Trust.

     The Bank of New York Trust Company, National Association, the Trustee named herein, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions set forth herein.

     Section 1.17. Force Majeure.

     In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

     Section 1.18. Waiver of Jury Trial.

     EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.

ARTICLE 2
SECURITY FORMS

     Section 2.01. Forms Generally.

     The Securities and the Trustee’s certificates of authentication shall be in substantially the forms set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, the Code or any depositary for the Securities or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities.

     Notices of Conversion shall be in substantially the form set forth in Section 2.05 .

     The definitive Securities shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

     Section 2.02. Form of Face of Security.

[INCLUDE IF SECURITY IS A RESTRICTED SECURITY –

THE SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT IT WILL NOT WITHIN THE LATER OF (X) ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF SECURITIES (INCLUDING THROUGH THE EXERCISE OF THE OPTION TO PURCHASE ADDITIONAL SECURITIES) AND (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF HERCULES OFFSHORE, INC. (THE “COMPANY”), OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THE SECURITIES EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITIES, EXCEPT (A) TO THE COMPANY; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF

AVAILABLE); OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN THE LATER OF (X) SIX MONTHS (OR, IF THE COMPANY HAS NOT SATISFIED THE CURRENT PUBLIC INFORMATION REQUIREMENTS OF RULE 144, ONE YEAR) AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF SECURITIES (INCLUDING THROUGH THE EXERCISE OF THE OPTION TO PURCHASE ADDITIONAL SECURITIES) AND (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 ADOPTED UNDER THE SECURITIES ACT) OF THE COMPANY, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REQUIRE AND MAY RELY UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. IN ANY EVENT, NO AFFILIATE OF THE COMPANY MAY RESELL THIS SECURITY OTHER THAN IN CONFORMITY WITH RULE 144 BEFORE ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF SECURITIES (INCLUDING THROUGH THE EXERCISE OF THE OPTION TO PURCHASE ADDITIONAL SECURITIES). ]

HERCULES OFFSHORE, INC.

3.375% Convertible Senior Note due 2038

No.		$

CUSIP No.                                          

     Hercules Offshore, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                                             , or registered assigns, the principal sum of                                             United States Dollars (U.S. $                                      ) [ IF THIS NOTE IS A GLOBAL SECURITY, THEN INSERT —(which principal amount may from time to time be increased or decreased to such other principal amounts by adjustments made on the records of the Security Registrar hereinafter referred to in accordance with the Indenture) ] on June 1, 2038 (the “Maturity Date”), and to pay interest thereon, from June 3, 2008, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears on June 1 and December 1 in each year (each, an “Interest Payment Date”), commencing on December 1, 2008, at a rate of 3.375% per annum. The Securities will cease to bear interest (except Contingent Interest and Additional Interest, as applicable) on June 1, 2013, and instead from such date the principal amount of the Securities will accrete at a rate that provides Holders with an aggregate annual yield to maturity of 3.375% per year (computed on a semi-annual bond-equivalent basis), with the Accreted Principal Amount compounding semi-annually. Beginning with the six-month interest period commencing on June 1, 2013, the Company will

pay Contingent Interest in accordance with the Indenture during any six-month interest period to the Holders if the Trading Price of the Securities for each of the five Trading Days ending on, and including, the second Trading Day immediately preceding the first day of such six-month interest period equals or exceeds 120% of the Accreted Principal Amount of the Securities. The Indenture also provides for the one-time payment of Additional Interest upon the occurrence of certain events. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at 5:00 p.m., New York City time, on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at 5:00 p.m., New York City time, on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payments of principal shall be made upon the surrender of this Security by the Holder thereof at the Corporate Trust Office of the Trustee, or at such other office or agency of the Company as may be designated by it for such purpose, in such lawful monies of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. All amounts due in cash with respect to the Securities shall be paid (A) in the case this Security is in global form, by wire transfer of immediately available funds to the account designated by the Depositary or its nominee; (B) in the case this Security is held, other than in global form, by a Holder in an aggregate Original Principal Amount of $5.0 million or less, by check mailed to such Holder; and (C) in the case this Security is held, other than in global form, by a Holder in an aggregate Original Principal Amount of more than $5.0 million, either by check mailed to such Holder or, upon application by such Holder to the Security Registrar not later than the relevant record date (in the case of an installment of interest due on an Interest Payment Date) or 15 calendar days prior to such other date on which such amounts are due, by wire transfer in immediately available funds to such Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Security Registrar to the contrary.

     THE SECURITIES WERE ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE COMPANY AGREES, AND BY ACCEPTANCE OF A BENEFICIAL OWNERSHIP INTEREST IN THE SECURITIES, EACH HOLDER AND BENEFICIAL OWNER IS DEEMED TO HAVE AGREED, IN THE ABSENCE OF AN ADMINISTRATIVE DETERMINATION OR JUDICIAL RULING TO THE CONTRARY, FOR ALL UNITED STATES FEDERAL INCOME TAX PURPOSES, (A) TO TREAT THE SECURITIES AS DEBT INSTRUMENTS SUBJECT TO UNITED STATES TREASURY REGULATIONS SECTION 1.1275-4 (THE “ CONTINGENT PAYMENT DEBT REGULATIONS ”); (B) TO TREAT CASH AND THE FAIR MARKET VALUE OF ANY COMMON STOCK BENEFICIALLY RECEIVED BY A HOLDER OR BENEFICIAL OWNER UPON CONVERSION OF SUCH SECURITY AS A CONTINGENT PAYMENT FOR PURPOSES OF THE CONTINGENT PAYMENT DEBT

REGULATIONS; (C) TO ACCRUE INTEREST WITH RESPECT TO THE SECURITIES AS ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES ACCORDING TO THE “NONCONTINGENT BOND METHOD” SET FORTH IN TREASURY REGULATIONS SECTION 1.1275-4(B); (D) TO BE BOUND BY THE COMPANY’S APPLICATION OF THE CONTINGENT PAYMENT DEBT REGULATIONS TO THE SECURITIES, INCLUDING THE COMPANY’S DETERMINATION OF THE COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE, AS DEFINED IN THE CONTINGENT PAYMENT DEBT REGULATIONS, WITH RESPECT TO THE SECURITIES; AND (E) TO USE SUCH COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE IN DETERMINING INTEREST ACCRUALS WITH RESPECT TO SUCH HOLDER’S OR BENEFICIAL OWNER’S SECURITIES AND IN DETERMINING ADJUSTMENTS THERETO. A HOLDER MAY OBTAIN THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, THE COMPARABLE YIELD (WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED STATES FEDERAL INCOME TAX PURPOSES) AND THE PROJECTED PAYMENT SCHEDULE FOR UNITED STATES FEDERAL INCOME TAX PURPOSES BY SUBMITTING A WRITTEN REQUEST TO THE COMPANY AT THE FOLLOWING ADDRESS: HERCULES OFFSHORE, INC., 9 GREENWAY PLAZA, SUITE 2200, HOUSTON, TEXAS 77046, ATTENTION: INVESTOR RELATIONS.

     Except as specifically provided herein and in the Indenture, the Company shall not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein.

     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed

     Dated:                     

     Section 2.03. Form of Reverse of Security.

     This Security is one of a duly authorized issue of Securities of the Company designated as its 3.375% Convertible Senior Notes due 2038 (herein called the “ Initial Securities ”) issued and to be issued under an Indenture, dated as of June 3, 2008 (herein called the “ Indenture ”), between the Company and The Bank of New York Trust Company National Association, as Trustee (herein called the “ Trustee ”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Company may from time to time, without notice to or the consent of the Holders of the Securities, create and issue further Securities (the “ Additional Securities ” and, together with the Initial Securities, the “ Securities ”) having the same terms and ranking equally and ratably with the Initial Securities, as part of one series, in all respects, or in all respects except for payment of interest accruing prior to the Issue Date of such Initial Securities. Any Additional Securities shall be consolidated and form a single series with the Initial Securities and shall have the same terms as to status, redemption, and otherwise as the Initial Securities. Any Additional Securities may be issued pursuant to authorization provided by a resolution of the Board of Directors of the Company, a supplement to the Indenture, or under an Officer’s Certificate pursuant to the Indenture. No Additional Securities may be issued if an Event of Default has occurred and is continuing with respect to the Initial Securities, and no Additional Securities may be issued unless and until such Additional Securities are fungible with the Initial Securities for United States federal income tax purposes.

     No sinking fund is provided for the Securities.

     In any case where any Interest Payment Date, Redemption Date, Optional Put Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date of any Security or

the last date on which a Holder has the right to convert his Securities shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Securities) payment of Interest or Accreted Principal Amount or conversion of the Securities need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, Optional Put Repurchase Date or Fundamental Change Repurchase Date, or at the Maturity Date, or on such last day for conversion, provided that no Interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Optional Put Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date, as the case may be.

     The Indenture contains provisions permitting the Company and the Trustee in certain circumstances, without the consent of the Holders of the Securities, and in other circumstances, with the consent of the Holders of not less than a majority in aggregate Accreted Principal Amount of the Securities at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Securities; provided , however , that no such supplemental indenture shall make any of the changes set forth in Section 9.02 of the Indenture that requires the consent of each Holder of an outstanding Security affected thereby without the obtaining of such consent. It is also provided in the Indenture that, prior to any declaration accelerating the maturity of the Securities, the Holders of a majority in Accreted Principal Amount of the Securities at the time outstanding may on behalf of the Holders of all of the Securities waive any past default or Event of Default under the Indenture and its consequences except as provided in the Indenture. Any such consent or waiver by the Holder of this Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future holders and owners of this Security and any Securities which may be issued in exchange or substitution hereof, irrespective of whether or not any notation thereof is made upon this Security or such other Securities.

     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Accreted Principal Amount of, and accrued and unpaid Interest on, this Security, at the place, at the respective times, at the rate and in the lawful money herein prescribed.

     Subject to the provisions of the Indenture, upon the occurrence of a Fundamental Change or on an Optional Put Repurchase Date, the Holder has the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities or any portion thereof (in Original Principal Amounts of $1,000 or integral multiples thereof) on the Fundamental Change Repurchase Date or Optional Put Repurchase Date, as applicable, at a price equal to 100% of the Accreted Principal Amount of the Securities such Holder elects to require the Company to repurchase, together with accrued and unpaid Interest to, but excluding the Fundamental Change Repurchase Date or Optional Put Repurchase Date, as applicable, unless such Fundamental Change Repurchase Date or Optional Put Repurchase Date, as applicable, falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, in which case the Company shall pay the full amount of accrued and unpaid Interest payable on such Interest Payment Date to the Holder of record at 5:00 p.m., New York City time, on the corresponding Regular Record Date. No later than 20 Business Days prior to each Optional Put Repurchase

Date, the Company shall give notice to each Holder (and to beneficial owners as required by applicable law) of their related repurchase right. The Company or, at the written request of the Company, the Trustee shall mail to all Holders of record of the Securities a notice of the occurrence of a Fundamental Change and of the repurchase right arising as a result thereof after the occurrence of any Fundamental Change, but on or before the 10th calendar day following such occurrence.

     The Holder hereof has the right, at its option, (i) upon the occurrence of certain conditions specified in the Indenture, at any time prior to the close of business on the Scheduled Trading Day immediately preceding March 1, 2013, or (ii) on or after March 1, 2013, at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Maturity Date, to convert any Securities or portion thereof which is $1,000 in Original Principal Amount or an integral multiple thereof, into shares of Common Stock (or cash or combination of cash and shares of Common Stock, at the election of the Company, as set forth in Section 12.02 of the Indenture) or Reference Property, in each case at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture, upon satisfaction of certain requirements set forth in the Indenture, including, if applicable, the surrender of this Security, together with a Notice of Conversion, a form of which is contained under Section 2.05 of the Indenture, as provided in the Indenture and this Security, to the Company at the office or agency of the Company maintained for that purpose, or at the option of such Holder, the Corporate Trust Office of the Trustee, and, unless the shares of Common Stock or Reference Property, as the case may be, issuable on conversion are to be issued in the same name as this Security, duly endorsed by, or accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or by his duly authorized attorney. The initial Conversion Rate shall be 19.9695 shares of Common Stock for each $1,000 in Original Principal Amount of Securities. No fractional shares of Common Stock or Reference Property, as the case may be, shall be issued upon any conversion, but an adjustment in cash shall be paid to the Holder, as provided in the Indenture, in respect of any fraction of such share which would otherwise be issuable upon the surrender of any Security or Securities for conversion. No adjustment shall be made for dividends or any such shares issued upon conversion of such Securities except as provided in the Indenture.

     Upon due presentment for registration of transfer of this Security at the office or agency of the Company, a new Security or Securities of authorized denominations for an equal aggregate Accreted Principal Amount shall be issued to the transferee in exchange thereof, subject to the limitations provided in the Indenture, without charge except for any tax, assessments or other governmental charge imposed in connection therewith.

     The Company, the Trustee, any Authenticating Agent, any Paying Agent, any Conversion Agent and any Security Registrar may deem and treat the registered Holder hereof as the absolute owner of this Security (whether or not this Security shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment hereof, or on account hereof, for the conversion hereof and for all other purposes, and neither the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any other Conversion Agent nor any Security Registrar shall be affected by any notice to the contrary. All payments made to or upon the order of such registered Holder shall, to the extent of the sum or sums paid, satisfy and discharge liability for monies payable on this Security.

     No recourse for the payment of the Accreted Principal Amount of, or accrued and unpaid Interest on, this Security, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, officer, director or subsidiary, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

     Terms used in this Security and defined in the Indenture are used herein as therein defined.

     In the case of any conflict between the provisions of this Security and the Indenture, the provisions of the Indenture shall control.

     The Indenture and this Security shall be governed by and construed in accordance with the internal laws of the State of New York, except to the extent the laws of the State of New York require the application of the laws of another jurisdiction.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TENANT (=tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform gift to Minors Act).

FORM OF REPURCHASE NOTICE

To: Hercules Offshore, Inc.

     The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Hercules Offshore, Inc. (the “ Company ”) as to the occurrence of (check the appropriate box):

	o		a Fundamental Change with respect to the Company;
	o		an Optional Put Repurchase Date;

and hereby directs the Company to pay, or cause the Trustee to pay, it or                               an amount in cash equal to 100% of the Accreted Principal Amount, or the portion thereof (which is $1,000 in Original Principal Amount or an integral multiple thereof) below designated, to be repurchased plus interest accrued to, but excluding, the Optional Put Repurchase Date or the Fundamental Change Repurchase Date, as applicable, except as provided in the Indenture.

Dated:
Signature(s)
Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.
Signature Guaranteed
Certificate number(s), if applicable, of Security(ies) tendered for repurchase:
Original Principal Amount to be repurchased (at least $1,000 Original Principal Amount or an integral multiple of $1,000 in excess thereof):
Remaining Original Principal Amount following such repurchase (not less than $1,000 Original Principal Amount):

By:
		Authorized Signatory

[ INCLUDE IN GLOBAL SECURITIES ONLY: ]

SCHEDULE OF EXCHANGES OF SECURITIES

The following exchanges of a part of this Global Security for other Securities have been made:

Principal Amount

Amount of

Amount of

of this Global

Signature of

Decrease in

Increase in

Security Following

Authorized Officer

Principal Amount

Principal Amount

Such Decrease

of Trustee or

Date of Exchange

of this Global Security

of this Global Security

or Increase

Security Custodian

     Section 2.04. Form of Legend for Global Securities.

     Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH

NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY

     Section 2.05. Form of Notice of Conversion.

     Conversion notices shall be in substantially the following form:

NOTICE OF CONVERSION

     The undersigned Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the Accreted Principal Amount hereof (which is $1,000 Original Principal Amount or an integral multiple of $1,000 in excess thereof, provided that the unconverted portion of such Original Principal Amount is $1,000 or any integral multiple of $1,000 in excess thereof) below designated, into cash, shares of Common Stock, a combination of cash and shares of Common Stock or Reference Property, as applicable, in accordance with the terms of the Indenture referred to in this Security, and directs that the consideration due upon such conversion (including a check in payment for any fractional share and any Securities representing any unconverted principal amount hereof), be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock, Reference Property or Securities are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security.

Dated:		Signature(s):

     If shares or Securities are to be registered in the name of a Person other than the Holder, please print such Person’s name and address:

(Name)

(Address)

Social Security or other
Identification Number, if any

     If only a portion of the Securities are to be converted, please indicate:

     1. Original Principal Amount to be converted: $                     

     2. Original Principal Amount and denomination of Securities representing unconverted Accreted Principal Amount to be issued:

		Amount: $		Denominations: $

($1,000 Original Principal Amount or any integral multiple of $1,000 in excess thereof, provided that the unconverted portion of such principal amount is $1,000 Original Principal Amount or any integral multiple of $1,000 in excess thereof).

     Section 2.06. Form of Assignment.

ASSIGNMENT

     For value received,                                                                    hereby sell(s), assign(s) and transfer(s) unto                                                                (Please insert Social Security or other identifying number of assignee) the within Security, and hereby irrevocably constitutes and appoints                                           as attorney to transfer the said Security on the books of the Company, with full power of substitution in the premises.

Dated:		Signature(s):

     Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

     Signature Guaranteed

     In connection with any transfer of this Security occurring prior to the date which is the later of (i) the first anniversary of the last date of original issuance of the Securities (including through the exercise of the Initial Purchasers’ option to purchase additional Securities) or (ii) 90 days after the undersigned ceases to be an “affiliate” (within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “ Securities Act ”) of the Company, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and that this Security is being transferred:

[ Check One ]

	o		to the Company; or
	o		under a registration statement that has been declared effective under the Securities Act; or
	o		to a Person the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A adopted under the Securities Act) that is purchasing for its own account or for the account of another qualified institutional buyer and to whom notice is given that the transfer is being made in reliance on Rule 144A, all in compliance with Rule 144A (if available); or

o

pursuant to another available exemption from the registration requirements of the Securities Act.

     Unless one of the above boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any Person other than the registered Holder thereof, provided that if the fourth box is checked, with respect to any transfer within six months (or, if the Company has not satisfied the current public information requirements of Rule 144, one year) after the last date of original issuance of the Securities (including through the exercise of the Initial Purchasers’ option to purchase additional Securities) or if the Holder is an “affiliate” (within the meaning of Rule 144 under the Securities Act) of the Company during the 90 days preceding the date of such transfer, the Holder will deliver to the Company and the Trustee such certificates, legal opinions and other information as the Company or the Trustee may reasonably require to confirm that the transfer by the Holder complies with the restrictions applicable to this Security.

     If none of the foregoing boxes is checked, the Trustee or Security Registrar shall not be obligated to register this Security in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 3.13 of the Indenture shall have been satisfied.

     In connection with any transfer prior to the first anniversary of the Issue Date set forth on the face of this Security (other than transfers pursuant to an effective registration statement or in compliance with Rule 144), the undersigned represents and warrants that to its knowledge the transferee is not an affiliate (within the meaning of Rule 144 under the Securities Act) of the Company.

Dated:		Signature(s):

     Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.

     Signature Guaranteed

     TO BE COMPLETED BY PURCHASER IF THE THIRD BOX ABOVE IS CHECKED

     The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “ qualified institutional buyer ” within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

     NOTICE: To be executed by an executive officer.

     Section 2.07. Form of Trustee’s Certificate of Authentication.

     This is one of the Securities referred to in the within-mentioned Indenture.

     Section 2.08. Legend on Restricted Securities.

     During the period beginning on the Issue Date of the Initial Securities and ending on the date one year after the last date of original issuance of Securities (including through the exercise of the Initial Purchasers’ option to purchase additional Securities), any Security, including any Security issued in exchange therefor or in lieu thereof, shall be deemed a “ Restricted Security ” and shall be subject to the restrictions on transfer provided in the legends set forth on the face of the form of Security in Section 2.02 ; provided , however , that the term “ Restricted Security ” shall not include any Securities as to which restrictions have been terminated in accordance with Section 3.13 . All Securities shall bear the applicable legends set forth on the face of the form of Security in Section 2.02 . Except as provided in Section 3.09 and Section 3.13 , the Trustee shall not issue any unlegended Security until it has received a Company Order directing it to do so.

ARTICLE 3
THE SECURITIES

     Section 3.01. Title and Terms; Principal and Interest.

     The aggregate Original Principal Amount of Initial Securities which may be authenticated and delivered under this Indenture is limited to $250,000,000 (plus up to an additional $37,500,000 Original Principal Amount issuable upon exercise of the Initial Purchasers’ option to purchase additional Securities), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.06 , Section 3.07 , Section 3.08 , Section 3.09 , Section 3.10 , Section 9.06 or Section 12.02 . The aggregate amount of Additional Securities is unlimited.

     The Initial Securities and the Additional Securities, if any, shall be known and designated as the “3.375% Convertible Senior Notes due 2038” of the Company. Their Maturity Date shall be June 1, 2038 and they shall bear Regular Interest on the Original Principal Amount in accordance with Section 3.02 .

     Commencing on or after June 1, 2013, Contingent Interest shall be paid, if applicable, in accordance with Section 3.03 .

     Commencing on June 1, 2013, the Accreted Principal Amount shall increase in accordance with Section 3.04 .

     The Company shall pay Interest on overdue Accreted Principal Amount at the rate borne by the Securities, and it shall pay Interest on overdue installments of Interest at the same rate, in each case to the extent lawful.

     The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Section 11.08 and Section 11.09 .

     The Accreted Principal Amount of and Interest on the Securities shall be payable as provided in the form of Securities set forth in Section 2.02 . The Optional Put Repurchase Price or the Fundamental Change Repurchase Price, as applicable, shall be payable at such place as is identified in the Optional Put Repurchase Offer or the Fundamental Change Repurchase Right Notice, as applicable, given pursuant to Section 11.08 and Section 11.09 , respectively (such city in which the identified Paying Agent is located being herein called a “ Place of Payment ”).

     The Securities shall be senior unsecured obligations of the Company and shall rank pari passu with all of the Company’s other senior unsecured obligations.

     The Securities may be redeemed at the option of the Company prior to the Maturity Date pursuant to Section 11.01 .

     The Securities are entitled to the payment of Additional Interest as provided in Section 10.06 .

     The Securities shall be convertible as provided in Article 12 .

     Section 3.02. Regular Interest.

     Subject to the last paragraph of Section 3.11 , Regular Interest will accrue on the Securities at the rate of 3.375% per annum (“ Regular Interest ”) during any six-month period from and including December 1 to and including May 31 or from and including June 1 to and including November 30 (each, an “ Interest Period ”), commencing December 1, 2008; provided that the initial Interest Period shall commence on June 3, 2008 and run to and including November 31, 2008. Regular Interest will be payable semi-annually in arrears on each Interest Payment Date (subject to Section 1.13 ) to the Holder of record at 5:00 p.m., New York City time, on the Regular Record Date preceding such Interest Payment Date; provided that the Securities will cease to accrue Regular Interest as of June 1, 2013.

     Section 3.03. Contingent Interest.

     (a) The Company will pay Contingent Interest in cash to Holders during any Interest Period beginning with the six-month Interest Period commencing June 1, 2013, if the Trading Price of the Securities for each of the five Trading Days ending on and including the second Trading Day immediately preceding the first day of the applicable Interest Period (as used in this Section 3.03 , the “ Measurement Period ”) equals or exceeds 120% of the Accreted Principal Amount of the Securities.

     (b) For any Interest Period when Contingent Interest shall be payable with respect to the Securities, the Contingent Interest payable per $1,000 in Original Principal Amount of Securities will equal 0.40% of the average Trading Price of $1,000 in Original Principal Amount of the Securities for the applicable Measurement Period.

     (c) The Company will promptly (and in any event prior to the applicable Interest Payment Date) notify Holders upon determination that they will be entitled to receive Contingent Interest for an Interest Period.

     (d) The Company shall pay Contingent Interest owed pursuant to this Section 3.03 for any Interest Period on the Interest Payment Date immediately succeeding the applicable Interest Period, to Holders of record at 5:00 p.m., New York City time, on the Regular Record Date related to such Interest Payment Date.

     Section 3.04. Accretion.

     Commencing on June 1, 2013, the Original Principal Amount shall accrete at a rate that provides Holders with an aggregate annual yield to Maturity of 3.375% per annum (computed on a semi-annual bond-equivalent yield basis), with the Accreted Principal Amount compounding semi-annually. Schedule B hereto sets forth the Accreted Principal Amounts as of specified dates during the period from June 1, 2013 through the Maturity Date.

     Section 3.05. Denominations.

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

     Section 3.06. Global Securities; Non-global Securities; Book-entry Provisions.

     The Securities may be issued as Global Securities or in non-global (definitive) form as provided in this Indenture.

     (a)  Global Securities

          (i) Each Global Security authenticated under this Indenture shall be registered in the name of Cede & Co., as nominee of DTC (the “ Depositary ”), and shall be delivered to the Trustee, as custodian for the Depositary. Each such Global Security shall constitute a single Security for all purposes of this Indenture.

          (ii) Except for exchanges of Global Securities for definitive, non-Global Securities at the sole discretion of the Company, no Global Securities may be exchanged in whole or in part for Securities registered, and no transfer of a Securities in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Security and a successor Depositary is not appointed by the Company within 90 days of such notice, or (B) an Event of Default has occurred with respect to the Securities and is continuing and the Security Registrar has received a request from the Depositary to issue Securities in lieu of all or a portion of the Global Security. In the case of an

event described in clause (A) , the Company shall execute, and the Trustee, upon receipt of a Company Order directing the authentication and delivery of non-Global Securities, shall authenticate and deliver, non-Global Securities, in any authorized denominations in an aggregate principal amount equal to the Accreted Principal Amount of such Global Security in exchange for such Global Security. In the case of an event described in clause (B) , the Company shall promptly upon the request of the Depositary execute, and the Trustee, upon receipt of a Company Order directing the authentication and delivery of non-Global Securities, shall authenticate and deliver, non-Global Securities, in any authorized denominations in an aggregate principal amount equal to the principal amount of such Global Security that the Depositary requests be exchanged for such interests in such Global Security.

          (iii) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Article 2 of this Indenture, then either (A) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article, or (B) the Accreted Principal Amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to this Article, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. The Trustee shall be entitled to receive from the Depositary the names, addresses and tax identification numbers of the Persons in whose name the Securities are to be registered prior to such authentication and delivery. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article if such order, direction or request is given or made in accordance with the Applicable Procedures (to the extent such procedures are applicable to such direction or request).

          (iv) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof, in which case such Security shall be authenticated and delivered in accordance with clause (b) of this Section 3.06(a)(ii) .

          (v) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests

pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Global Security shall not be considered the owners or holders thereof.

     (b)  Non-Global Securities . Securities issued upon the events described in Section 3.06(a)(ii) shall be in definitive, fully registered form, without interest coupons.

     Section 3.07. Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or one of its Vice Presidents, Treasurer or Assistant Treasurer and attested to by the Secretary or Assistant Secretary of the Company. The signature of any of these officers on the Securities may be manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

     At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and entitled to the benefits hereof. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.13 , for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

     The Company may, subject to Article 10 of this Indenture and applicable law, issue Additional Securities under this Indenture; provided , however , that the Company may not issue Additional Securities if an Event of Default with respect to any Outstanding Securities shall have occurred and be continuing at the time of such issuance and provided , further , that no Additional Securities shall be issued unless and until such Additional Securities are fungible with the Initial Securities for U.S. federal income tax purposes. All Securities issued under this Indenture shall be treated as a single class for all purposes under this Indenture.

     Section 3.08. Temporary Securities.

     Pending the preparation of definitive Securities, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

     If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at any office or agency of the Company designated pursuant to Section 10.02 , without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations. Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.

     Section 3.09. Security Registrar, Registration of Transfer and Exchange; Paying Agent.

     (a)  Security Registrar . The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 10.02 being herein sometimes collectively referred to as the “ Security Register ”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and for the transfers or exchange of Securities. Such Security Register shall distinguish between Initial Securities and Additional Securities to the extent that such Securities are not fungible in all respects. The Trustee is hereby appointed “ Security Registrar ” for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. The Company may change the Security Registrar without notice to any Holder. The Company or any of its Subsidiaries may act as Security Registrar.

     Upon surrender for registration of transfer of any Security at an office or agency of the Company designated pursuant to Section 10.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination, provided that such denomination is a minimum of $1,000 in Original Principal Amount or an integral multiple thereof, and of a like aggregate Accreted Principal Amount, each such Security bearing such restrictive legends as may be required by this Indenture.

     At the option of the Holder and subject to the other provisions of this Section 3.09 and to Section 3.13 , Securities may be exchanged for other Securities of any authorized denominations and of a like tenor and aggregate Accreted Principal Amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for

exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

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

     Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. As a condition to the registration of transfer of any Restricted Securities, the Company or the Trustee may require evidence satisfactory to them as to the compliance with the restrictions set forth in the legend of such Securities.

     Except as provided in the following sentence and in Section 3.13 , all Securities originally issued hereunder and all Securities issued upon registration of transfer or exchange or replacement thereof shall be Restricted Securities and shall bear the legend required by Section 2.02 , unless the Company shall have delivered to the Trustee (and the Security Registrar, if other than the Trustee) a Company Order stating that the Security is not a Restricted Security and may be issued without such legend thereon. The Company agrees for the benefit of the Holders that upon any request in writing as promptly as practicable but in any event within three Business Days of receipt of such written request and, in any event, promptly following the day that is one year following the last date of original issuance of the Securities (including through the exercise of the Initial Purchasers’ option to purchase additional Securities), to deliver a Company Order stating that the Security is not a Restricted Security and may be issued without the related legend thereon and thereafter cause the Securities to be represented by a certificate bearing a CUSIP number that represents that a person who is not an affiliate of the Company pursuant to Rule 144 (or any successor provision thereto) can resell such Securities without any volume or manner of sale restrictions thereunder. Securities that are issued upon registration of transfer of, or in exchange for, Securities that are not Restricted Securities shall not be Restricted Securities and shall not bear such legend.

     No service charge shall be made for any registration of transfer or exchange of Securities, but the Company, the Trustee or the Security Registrar may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge required by law payable in connection therewith, other than exchanges pursuant to Section 3.07 , Section 9.06 or Section 12.02 not involving any transfer.

     Notwithstanding any other provisions of this Indenture to the contrary, except as set forth in Section 3.06 , the Company shall not be required to register the transfer or exchange of (a) any Security surrendered for conversion in accordance with Article 12 , (b) any Security selected for redemption in whole or in part pursuant to Article 11 , except the unredeemed portion of any Security being redeemed in part, or (c) any Security during the period beginning 15 Business Days prior to the mailing of an Optional Put Repurchase Offer or Fundamental Change Repurchase Right Notice required pursuant to Section 11.08 or Section 11.09 , as applicable, or a

notice of redemption of Securities to be redeemed and ending at the close of business on the day of mailing.

     (b)  Restrictions on Transfer . Beneficial ownership of every Restricted Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Restricted Security pursuant to Section 2.02 , unless such restrictions on transfer shall be terminated in accordance with this Section 3.09(b) or Section 3.13 . The Holder of each Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by such restrictions on transfer.

     The restrictions imposed by this Section 3.09 and by Section 2.02 and Section 3.13 upon the transferability of any particular Restricted Security shall cease and terminate upon such Restricted Security having been transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto). Any Restricted Security as to which the restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon surrender of such Restricted Security for exchange to the Security Registrar in accordance with the provisions of this Section 3.09 , be exchanged for a new Security, of like tenor and aggregate Accreted Principal Amount, which shall not bear the restrictive legend required by Section 2.02 .

     Prior to the first anniversary of the last date of original issuance of the Securities (including through the exercise of the Initial Purchasers’ option to purchase additional Securities), the Securities may not be sold by any affiliate (within the meaning of Rule 144 under the Securities Act) of the Company, except pursuant to an effective registration statement or in compliance with Rule 144.

     As used in the preceding three paragraphs of this Section 3.09 , the term “ transfer ” encompasses any sale, pledge, transfer or other disposition of any Restricted Security.

     (c)  Paying Agent . The Company shall maintain an office or agency in New York, New York where Securities may be presented for payment (the “ Paying Agent ”). The Company initially appoints the Trustee as Paying Agent for the Securities. The Company may have one or more additional paying agents and the term “Paying Agent” shall include any such additional paying agent.

     The Company shall enter into an appropriate agency agreement with any Paying Agent not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act, except in the case of a Paying Agent that acts as Paying Agent solely in connection with an offer to purchase the Securities pursuant to Article 10 of 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 each such agent. If the Company fails to maintain a Paying Agent, the Trustee shall act as such and shall be entitled to compensation therefor pursuant to Section 6.07 . The Company or any of its Subsidiaries may act as Paying Agent.

     The Company may remove any Paying Agent upon written notice to such Paying Agent and to the Trustee; provided , however , that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Paying Agent, as the case may be, and delivered to the

Trustee or (ii) notification to the Trustee that the Trustee or the Company shall serve as Paying Agent until the appointment of a successor in accordance with clause (i) above. The Paying Agent may resign at any time upon written notice to the Company and the Trustee.

     (d)  Paying Agent to Hold Money in Trust . By no later than 11:00 a.m., New York City time, on the date on which any principal of or Interest on any Security is due and payable, the Company shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal or Interest when due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Security holders or the Trustee all money held by such Paying Agent for the payment of principal of or Interest on the Securities and shall notify the Trustee in writing of any default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 3.09 , the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Securities.

     (e)  Custodian . The Company hereby appoints the Trustee as custodian with respect to any Global Securities.

     Section 3.10. Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of like tenor and Accreted Principal Amount and bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount and 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, the Company in its discretion may, instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may require from the applicable Holder the payment of a sum sufficient to cover any applicable transfer tax or other similar governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

     Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or

not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

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

     Section 3.11. Payment of Interest; Interest Rights Preserved.

     Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at 5:00 p.m., New York City time, on the Regular Record Date for such Interest.

     In the case of Securities represented by a Global Security registered in the name of or held by a Depositary or its nominee, payment of principal and Interest will be made to the Depositary or its nominee, as the case may be, as the registered owner or Holder of such Global Security. None of the Company, the Trustee, the Paying Agent, any Authenticating Agent or the Security Registrar for such Securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of a beneficial ownership interest in a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

     Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to Interest accrued and unpaid, and to accrue, which were carried by such other Security.

     Subject to the provisions of Article 12 hereof, in the case of any Security which is converted after 5:00 p.m., New York City time, on any Regular Record Date and on or prior to the next succeeding Interest Payment Date, Interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such Interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at 5:00 p.m., New York City time, on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence or in Article 12 hereof, in the case of any Security (or any part thereof) which is converted, Interest whose Stated Maturity is after the Con