INDENTURE

Exhibit 4.1

INTERMUNE, INC.

To

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

INDENTURE

Dated as of

June 24, 2008

5.00% Convertible Senior Notes Due 2015

CROSS - REFERENCE TABLE

TIA						Indenture
Section						Section
	310			(a)(1)			7.09
				(a)(2)			7.09
				(a)(3)			N.A.
				(a)(4)			N.A.
				(a)(5)			7.09
				(b)			7.08; 7.10; 7.11
				(c)			N.A.
	311			(a)			7.13
				(b)			7.13
				(c)			N.A.
	312			(a)			5.01; 5.02
				(b)			5.02	(b)
				(c)			5.02	(c)
	313			(a)			5.03	(a)
				(b)			5.03	(a)
				(c)			5.03	(a)
				(d)			5.03	(b)
	314			(a)			5.04
				(b)			N.A.
				(c)(1)			15.05
				(c)(2)			15.05
				(c)(3)			N.A.
				(d)			N.A.
				(e)			15.05
				(f)			N.A.
	315			(a)			7.01
				(b)			6.08
				(c)			7.01
				(d)			7.01
				(e)			6.09
	316			(a)			8.01
				(a)(1)(A)			8.01; 6.01
				(a)(1)(B)			6.07
				(a)(2)			N.A.
				(b)			6.04
				(c)			8.01
	317			(a)(1)			6.02; 6.03; 6.05
				(a)(2)			6.02; 6.05
				(b)			7.05
	318			(a)			15.07

This Cross - Reference Table shall not, for any purpose, be deemed to be a part of this Indenture.

TABLE OF CONTENTS

			Page
ARTICLE 1
Definitions
Section 1.01. Definitions			1
ARTICLE 2
Issue, Description, Execution, Registration And Exchange Of Notes
Section 2.01. Designation Amount And Issue Of Notes			10
Section 2.02. Form of Notes			10
Section 2.03. Date And Denomination Of Notes ; Payments Of Interest			11
Section 2.04. Execution of Notes			12
Section 2.05. Exchange and Registration of Transfer of Notes ; Restrictions on Transfer			13
Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes			20
Section 2.07. Temporary Notes			21
Section 2.08. Cancellation of Notes			21
Section 2.09. CUSIP Numbers			22
Section 2.10. Additional Notes			22
Section 2.11. Ranking			22
ARTICLE 3
Redemption Of Notes
Section 3.01. Redemption At Option of Holders Upon a Designated Event			22
Section 3.02. The Company’s Right to Elect Manner of Redemption upon a Designated Event			25
Section 3.03. Effect of Redemption Notice			28
Section 3.04 . Deposit of Redemption Price			28
Section 3.05. Repayment to the Company			29
Section 3.06. Redemption Upon Changes In Withholding Taxes			29
ARTICLE 4
Particular Covenants Of The Company
Section 4.01. Payment of Principal, Premium and Interest			30
Section 4.02. Maintenance of Office or Agency			30
Section 4.03. Appointments to Fill Vacancies in Trustee’s Office			31
Section 4.04. Provisions as to Paying Agent			31
Section 4.05. Existence			32
Section 4.06. Maintenance of Properties			32
Section 4.07. Payment of Taxes and Other Claims			33

			Page
Section 4.08. Rule 144A Information Requirement			33
Section 4.09. Stay, Extension and Usury Laws			33
Section 4.10. Compliance Certificate			34
Section 4.11. Payment Of Additional Amounts			34
ARTICLE 5
Noteholders’ Lists And Reports By The Company And The Trustee
Section 5.01. Noteholders’ Lists			36
Section 5.02. Preservation And Disclosure Of Lists			37
Section 5.03. Reports By Trustee.			37
Section 5.04. Reports by Company			37
ARTICLE 6
Remedies Of The Trustee And Noteholders On An Event Of Default
Section 6.01. Events Of Default			38
Section 6.02. Payments of Notes on Default ; Suit Therefor			40
Section 6.03. Application of Monies Collected By Trustee			42
Section 6.04. Proceedings by Noteholder			43
Section 6.05. Proceedings By Trustee			44
Section 6.06. Remedies Cumulative And Continuing			44
Section 6.07. Direction of Proceedings and Waiver of Defaults By Majority of Noteholders			44
Section 6.08. Notice of Defaults			45
Section 6.09. Undertaking To Pay Costs			45
ARTICLE 7
The Trustee
Section 7.01. Duties and Responsibilities of Trustee			46
Section 7.02. Reliance on Documents, Opinions, Etc			47
Section 7.03. No Responsibility For Recitals, Etc			49
Section 7.04. Trustee, Paying Agents, Conversion Agents or Registrar May Own Notes			49
Section 7.05. Monies to Be Held in Trust			49
Section 7.06. Compensation and Expenses of Trustee			49
Section 7.07. Officers’ Certificate As Evidence			50
Section 7.08. Conflicting Interests of Trustee			50
Section 7.09. Eligibility of Trustee			51
Section 7.10. Resignation or Removal of Trustee			51
Section 7.11. Acceptance by Successor Trustee			52
Section 7.12. Succession By Merger			53
Section 7.13. Preferential Collection of Claims			54

			Page
ARTICLE 8
The Noteholders
Section 8.01. Action By Noteholders			54
Section 8.02. Proof of Execution by Noteholders			54
Section 8.03. Who Are Deemed Absolute Owners			54
Section 8.04. Company-owned Notes Disregarded			55
Section 8.05. Revocation Of Consents, Future Holders Bound			55
ARTICLE 9
Meetings Of Noteholders
Section 8.01. Purpose Of Meetings			56
Section 8.02. Call Of Meetings By Trustee			56
Section 8.03. Call Of Meetings By Company Or Noteholders			56
Section 8.04. Qualifications For Voting			57
Section 8.05. Regulations			57
Section 8.06. Voting			57
Section 8.07. No Delay Of Rights By Meeting			58
ARTICLE 10
Supplemental Indentures
Section 10.01. Supplemental Indentures Without Consent of Noteholders			58
Section 10.02. Supplemental Indenture With Consent Of Noteholders			60
Section 10.03. Effect Of Supplemental Indenture			60
Section 10.04. Notation On Notes			61
Section 10.05. Evidence Of Compliance Of Supplemental Indenture To Be Furnished To Trustee			61
ARTICLE 11
Consolidation, Merger, Sale, Conveyance And Lease
Section 11.01. Company May Consolidate On Certain Terms			61
Section 11.02. Successor To Be Substituted			62
Section 11.03. Opinion Of Counsel To Be Given To Trustee			63
ARTICLE 12
Satisfaction And Discharge Of Indenture
Section 12.01. Discharge Of Indenture			63
Section 12.02. Deposited Monies To Be Held In Trust By Trustee			63
Section 12.03. Paying Agent To Repay Monies Held			64
Section 12.04. Return Of Unclaimed Monies			64
Section 12.05. Reinstatement			64

			Page
ARTICLE 13
Immunity Of Incorporators, Stockholders, Officers And Directors
Section 13.01. Indenture And Notes Solely Corporate Obligations			64
ARTICLE 14
Conversion Of Notes
Section 14.01. Right To Convert			65
Section 14.02. Exercise Of Conversion Privilege ; Issuance Of Common Stock On Conversion ; No Adjustment For Interest Or Dividends			65
Section 14.03. Cash Payments in Lieu of Fractional Shares			67
Section 14.04. Conversion Rate			68
Section 14.05. Adjustment Of Conversion Rate			68
Section 14.06. Effect Of Reclassification, Consolidation, Merger or Sale			76
Section 14.07. Taxes On Shares Issued			78
Section 14.08. Reservation of Shares, Shares to Be Fully Paid ; Compliance With Governmental Requirements ; Listing of Common Stock			78
Section 14.09. Responsibility Of Trustee			79
Section 14.10 . Notice To Holders Prior To Certain Actions			80
Section 14.11. Stockholder Rights Plans			80
Section 14.12. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection With A Fundamental Change and A Withholding Tax Redemption			81
ARTICLE 15
Miscellaneous Provisions
Section 15.01. Provisions Binding On Company’s Successors			84
Section 15.02. Official Acts By Successor Corporation			84
Section 15.03. Addresses For Notices, Etc			84
Section 15.04. Governing Law			85
Section 15.05. Evidence Of Compliance With Conditions Precedent, Certificates To Trustee			85
Section 15.06. Legal Holidays			85
Section 15.07. Trust Indenture Act			86
Section 15.08. No Security Interest Created			86
Section 15.09. Benefits Of Indenture			86
Section 15.10. Table Of Contents, Headings, Etc			86
Section 15.11. Authenticating Agent			86
Section 15.12. Execution In Counterparts			87
Section 15.13. Severability			87
Exhibit A Form of Note			A-1

INDENTURE

     INDENTURE dated as of June 24, 2008 between InterMune, Inc., a Delaware corporation (hereinafter called the “ Company ”), having its principal office at 3280 Bayshore Boulevard, Brisbane, California 94005 and The Bank of New York Trust Company, N.A., a national banking association, as trustee hereunder (hereinafter called the “ Trustee ”).

WITNESSETH:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issue of its 5.00% Convertible Senior Notes Due 2015 (hereinafter called the “ Notes ”), in an aggregate principal amount not to exceed $85,000,000 and, to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

     WHEREAS, the Notes, the certificate of authentication to be borne by the Notes, a form of assignment, a form of option to elect redemption upon a Designated Event, and a form of conversion notice to be borne by the Notes are to be substantially in the forms hereinafter provided for; and

     WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as in this Indenture provided, the valid, binding and legal obligations of the Company, and to constitute this Indenture a valid agreement according to its terms, have been done and performed, and the execution of this Indenture and the issue hereunder of the Notes have in all respects been duly authorized,

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes by the holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective holders from time to time of the Notes (except as otherwise provided below), as follows:

ARTICLE 1
Definitions

      Section 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used

in this Indenture that are defined in the Trust Indenture Act or which are by reference therein defined in the Securities Act (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of the execution of this Indenture. The words “ herein ”, “ hereof ”, “ hereunder ” and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other Subdivision. The terms defined in this Article include the plural as well as the singular.

     “ 0.25% Convertible Notes ” means the convertible senior notes issued under the 2004 Indenture.

     “ 2004 Indenture ” means the Indenture dated as of February 27, 2004 between the Company and The Bank of New York Trust Company, N.A., as Trustee, under which the Company’s 0.25% Convertible Senior Notes Due 2011 are issued and outstanding.

     “ Additional Amounts ” has the meaning specified in Section 4.11.

     “ Additional Notes ” has the meaning specified in Section 2.10.

     “ Adjustment Event ” has the meaning specified in Section 14.05(k).

     “ Agent Members ” has the meaning specified in Section 2.05(b)(v).

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

     “ Applicable Price ” has the meaning specified in Section 14.12(c).

     “ Board of Directors ” means the Board of Directors of the Company or a committee of such Board duly authorized to act for it hereunder.

     “ 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 except a Saturday, Sunday or legal holiday on which banking institutions in The City of New York or the city in which the Corporate Trust Office is located are authorized or obligated by law, regulation or executive order to close.

     “ Closing Sale Price ” of the shares of Common Stock on any date means the closing sale price per share (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported in composite transactions for the principal United States securities exchange on which shares of Common Stock are traded or, if the shares of Common Stock are not listed on a United States national or regional securities exchange, as reported by the Nasdaq Stock Market or by the National Quotation Bureau Incorporated. In the absence of such quotations, the Company shall be entitled to determine the Closing Sale Price on the basis it considers appropriate. The Closing Sale Price shall be determined without reference to extended or after hours trading.

     “ Commission ” 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 ” means 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. Subject to the provisions of Section 14.06, however, shares issuable on conversion of Notes shall include only shares of the class designated as common stock of the Company at the date of this Indenture (namely, the Common Stock, par value $0.001 per share) 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 on conversion 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 corporation named as the “ Company ” in the first paragraph of this Indenture, and, subject to the provisions of Article 11 and Section 14.06, shall include its successors and assigns.

     “ Conversion Date ” has the meaning specified in Section 14.02(b).

     “ Conversion Notice ” has the meaning specified in Section 14.02(a).

     “ Conversion Price ” as of any day will equal $1,000 divided by the Conversion Rate as of such date.

     “ Conversion Rate ” has the meaning specified in Section 14.04.

     “ Corporate Trust Office ” or other similar term, means the designated office of the Trustee at which at any particular time its corporate trust business as it relates to this Indenture shall be administered, which office is, at the date as of which this Indenture is dated, is 700 South Flower Street, Suite 500, Los Angeles, CA 90017, Attention: Corporate Trust Administration.

     “ Current Market Price ” has the meaning specified in Section 14.05(g)(i).

     “ Custodian ” means The Bank of New York Trust Company, N.A., as custodian with respect to the Notes in global form, or any successor entity thereto.

     “ Default ” means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

     “ Defaulted Interest ” has the meaning specified in Section 2.03.

     “ Designated Event ” means the occurrence of (a) a Fundamental Change or (b) a Termination of Trading.

     “ Designated Event Expiration Time ” has the meaning specified in Section 3.01(b).

     “ Designated Event Notice ” has the meaning specified in Section 3.01(b).

      “Designated Event Redemption Date ” has the meaning specified in Section 3.01(a).

     “ Designated Event Redemption Price ” has the meaning specified in Section 3.01(a).

     “ Depositary ” means the clearing agency registered under the Exchange Act that is designated to act as the Depositary for the Global Notes. The Depository Trust Company shall be the initial Depositary, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “ Depositary ” shall mean or include such successor.

     “ Determination Date ” has the meaning specified in Section 14.05(k).

     “ Effective Date ” has the meaning specified in Section 14.12(b).

     “ Event of Default ” means any event specified in Section 6.01 as an Event of Default.

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

     “ Expiration Time ” has the meaning specified in Section 14.05(f).

     “ Ex-Dividend Date ” has the meaning specified in Section 14.05(d).

     “ Fair Market Value ” has the meaning specified in Section 14.05(g)(ii).

     “ Fundamental Change ” means (i) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions of shares of the Company’s capital stock entitling that 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 any acquisition by us, any of the Company’s future subsidiaries or any of the Company’s employee benefit plans (except that such person shall be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); or (ii) the consolidation or merger of us with or into any other person, any merger of another person into us, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company’s properties and assets to another person, other than any transaction (x) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stock; and (y) pursuant to which holders of the Company’s capital stock immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 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 of the continuing or surviving person immediately after giving effect to such transaction; and (z) any merger solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion, or exchange of outstanding shares of common stock solely into shares of common stock of a parent entity. However, a Fundamental Change will be deemed not to have occurred if at least 90% of the consideration in the transaction or transactions constituting a Fundamental Change consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded or to be traded immediately following such Fundamental Change on a national securities exchange and as a result of the transaction or transactions, the obligations of the Company under the Notes are expressly assumed by the person issuing such consideration in such transaction or transactions and the Notes become convertible solely into such common stock (and any rights attached thereto), depositary receipts or other certificates representing common equity interests.

     “ Global Note ” has the meaning specified in Section 2.02.

      “Indebtedness ” means, with respect to any Person, and without duplication, whether recourse is to all or a portion of the assets of such Person and whether or not contingent, (a) all indebtedness, obligations and other liabilities of such Person for borrowed money (including obligations of the Person in respect of overdrafts, foreign exchange contracts, currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, whether or not evidenced by notes or similar instruments) or evidenced by bonds, debentures, notes or similar instruments, other than any account payable or other accrued current liability or obligation incurred in the ordinary course of business in connection with the obtaining of materials or services; (b) all reimbursement obligations and other liabilities of such Person with respect to letters of credit, bank guarantees or bankers’ acceptances; (c) all obligations and liabilities in respect of leases of such Person required, in conformity with generally accepted accounting principles, to be accounted for as capitalized lease obligations on the balance sheet of such Person and all obligations and other liabilities under any lease or related document (including a purchase agreement) in connection with the lease of real property which provides that such Person is contractually obligated to purchase or cause a third party to purchase the leased property and thereby guarantee a minimum residual value of the leased property to the lessor and the obligations of such Person under such lease or related document to purchase or to cause a third party to purchase such leased property; (d) all net obligations of such Person with respect to an interest rate or other swap, cap or collar agreement or other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement; (e) all direct or indirect guaranties or similar agreements by such Person in respect of, and obligations or liabilities of such Person to purchase or otherwise acquire or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of another Person of the kind described in clauses (a) through (d); (f) any indebtedness or other obligations described in clauses (a) through (e) secured by any mortgage, pledge, lien or other encumbrance existing on property which is owned or held by such Person, regardless of whether the indebtedness or other obligation secured thereby shall have been assumed by such Person; and (g) any and all deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any indebtedness, obligation or liability of the kind described in clauses (a) through (f).

     “ Indenture ” means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.

     “ Interest ” means, when used with reference to the Notes, any interest payable under the terms of the Notes.

     “ Make-Whole Applicable Increase ” has the meaning specified in Section 14.12(b).

     “ Make-Whole Consideration ” has the meaning specified in Section 14.12(a).

     “ Make-Whole Conversion Period ” has the meaning specified in Section 14.12(a).

     “ Market Price ” means 95% of the average of the Closing Sale Price of one share of common stock for the 5-Trading Day period immediately preceding and including the third Business Day immediately preceding the applicable Designated Event Redemption Date (or if the third Business Day immediately preceding the relevant date of determination is not a Trading Day, then on the last Trading Day immediately preceding such third Business Day).

     “ Non-Electing Share ” has the meaning specified in Section 14.06.

     “ Note ” or “ Notes ” means any Note or Notes, as the case may be, authenticated and delivered under this Indenture, including any Global Note.

     “ Note Register ” has the meaning specified in Section 2.05.

     “ Note Registrar ” has the meaning specified in Section 2.05.

     “ Noteholder ” or “ holder ” as applied to any Note, or other similar terms (but excluding the term “ Beneficial Holder ”), means any Person in whose name at the time a particular Note is registered on the Note Registrar’s books.

     “ Officers’ Certificate ”, when used with respect to the Company, means a certificate signed by any of the Chairman of the Board, the Chief Executive Officer, the President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title " Vice President ”) and any of the Treasurer or any Assistant Treasurer, or the Secretary or Assistant Secretary of the Company.

     “ Opinion of Counsel ” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or other counsel reasonably acceptable to the Trustee.

     “ Outstanding ”, when used with reference to Notes and subject to the provisions of Section 8.04, means, as of any particular time, all Notes authenticated and delivered by the Trustee under this Indenture, except:

     (a) Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

     (b) Notes in lieu of which, or in substitution for which, other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.06; and

     (c) Notes converted into Common Stock pursuant to Article 14 and Notes deemed not outstanding pursuant to Article 3.

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

     “ Portal Market ” means The Portal Market operated by the National Association of Securities Dealers, Inc. or any successor thereto.

     “ Predecessor Note ” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note, and, for the purposes of this definition, any Note authenticated and delivered under Section 2.06 in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as the lost, destroyed or stolen Note that it replaces.

     “ Premium ” means any premium payable under the terms of the Notes.

     “ Purchased Shares ” has the meaning specified in Section 14.05(f).

     “ qualified institutional buyer ” has the meaning assigned to it in Rule 144A.

     “ Record Date ” has the meaning specified in Section 14.05(g)(iii).

     “ Redemption Notice ” has the meaning specified in Section 3.01(a)(i).

     “ Reference Property ” has the meaning specified in Section 14.06.

     “ Responsible Officer ” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant treasurer or trust officer with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of any familiarity with the particular subject.

     “ Restricted Securities ” has the meaning specified in Section 2.05(c).

     “ Rule 144A ” means Rule 144A as promulgated under the Securities Act.

     “ Securities ” has the meaning specified in Section 14.05(d).

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

     “ Share Delivery Date ” has the meaning specified in Section 14.02(b).

     “ Significant Subsidiary ” means, as of any date of determination, a Subsidiary of the Company that would constitute a “ significant subsidiary ” as such term is defined under Rule 1-02(w) of Regulation S-X of the Commission as in effect on the date of this Indenture.

     “ Subsidiary ” means, with respect to any Person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock or other equity interest entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of that Person (or a combination thereof) and (ii) any partnership (a) the sole general partner or managing general partner of which is such Person or a subsidiary of such Person or (b) the only general partners of which are such Person or one or more subsidiaries of such Person (or any combination thereof).

     “ Taxes ” has the meaning specified in Section 4.11.

     “ Termination of Trading ” means the termination of trading of Company’s Common Stock (or other common stock into which the Notes are at such time convertible) on any United States national securities exchange, following which the Company’s Common Stock (or other common stock into which the Notes are at such time convertible) is no longer approved for trading on any United States system of automated dissemination of quotations and security prices or listed for trading on a United States national securities exchange.

     “ Trading Day ” has the meaning specified in Section 14.05(g)(iv).

     “ Trigger Event ” has the meaning specified in Section 14.05(d).

     “ Trust Indenture Act ” means the Trust Indenture Act of 1939, as amended, as it was in force at the date of this Indenture, except as provided in Sections 10.03; provided that if the Trust Indenture Act of 1939 is amended after the date hereof, the term “ Trust Indenture Act ” shall mean, to the extent required by such amendment, the Trust Indenture Act of 1939 as so amended.

     “ Trustee ” means The Bank of New York Trust Company, N.A., and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee at the time serving as successor trustee hereunder.

     “ Withholding Tax Redemption ” has the meaning specified in Section 3.06.

ARTICLE 2
Issue, Description, Execution, Registration And Exchange Of Notes

      Section 2.01. Designation Amount And Issue Of Notes. The Notes shall be designated as “ 5.00% Convertible Senior Notes Due 2015 ”. Notes not to exceed the aggregate principal amount of $85,000,000, (except pursuant to Sections 2.05, 2.06, 2.10, 3.01 and 14.02 hereof) upon the execution of this Indenture, or from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Board, Chief Executive Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “ Vice President ”), the Treasurer or any Assistant Treasurer or the Secretary or Assistant Secretary, without any further action by the Company hereunder.

      Section 2.02. Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

     Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject.

     So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “ Global Note ”). The transfer and exchange of beneficial interests in any such Global Note shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Except as provided in Section 2.05(a), beneficial owners of a Global Note shall not be

entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note.

     Any Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made to the holder of such Note.

      Section 2.03. Date And Denomination Of Notes ; Payments Of Interest. The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

     The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any record date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, except that the interest payable upon redemption upon the occurrence of a Designated Event will be payable to the Person to whom principal is payable pursuant to such redemption. Interest shall be payable at the office of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee. The Company shall pay interest (i) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note Register (or upon written notice by such Person, by wire transfer in immediately available funds, if such Person is entitled to interest on aggregate principal in excess of $2 million) or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. The term “ record date ” with respect to any interest payment date shall mean the February 15 or August 15 preceding the applicable March 1 or September 1 interest payment date, respectively.

     Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any March 1 or September 1 (herein called “ Defaulted Interest ”) shall forthwith cease to be payable to the Noteholder on the relevant record date by virtue of his having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment (which shall be not less than twenty-five (25) days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of the proposed payment, and not less than ten (10) days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first-class postage prepaid, to each holder at his address as it appears in the Note Register, not less than ten (10) days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such special record date and shall no longer be payable pursuant to the following clause (2) of this Section 2.03.

     (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

      Section 2.04. Execution of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board, Chief Executive Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “ Vice President ”). Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon

any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.

     In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such officer of the Company, and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer.

      Section 2.05. Exchange and Registration of Transfer of Notes ; Restrictions on Transfer

     (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “ Note Register ”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “ Note Registrar ” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02.

     Upon surrender for registration of transfer of any Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture.

     Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding.

     All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and

entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

     All Notes presented or surrendered for registration of transfer or for exchange, redemption, or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Noteholder thereof or his attorney duly authorized in writing.

     No service charge shall be made to any holder for any registration of, transfer or exchange of Notes, but the Company may require payment by the holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes.

     Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange or register a transfer of (a) any Notes or portions thereof surrendered for conversion pursuant to Article 14 or (b) any Notes or portions thereof tendered for redemption (and not withdrawn) pursuant to Section 3.01.

     (b) The following provisions shall apply only to Global Notes:

          (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture.

          (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a successor depositary has not been appointed by the Company within ninety days or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) an Event of Default has occurred and is continuing or (C) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (C) above may be exchanged in whole or from time to time in part as directed by the Company. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so

issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note.

          (iii) Securities issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Note Registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as Custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof.

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

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

          (vi) At such time as all interests in a Global Note have been redeemed, converted, canceled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in

accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is redeemed, converted, canceled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction.

     (c) Every Note that bears or is required under this Section 2.05(c) to bear the legend set forth in this Section 2.05(c) (together with any Common Stock issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(c), collectively, the “ Restricted Securities ”) shall be subject to the restrictions on transfer set forth in this Section 2.05(c) (including those set forth in the legend below) unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Restricted Security, by such Note holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Section 2.05(c) and 2.05(d), the term “ transfer ” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein.

     Until the expiration of the holding period applicable to sales thereof under Rule 144 under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in this Section 2.05(c), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee:

THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “ QUALIFIED INSTITUTIONAL BUYER ” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS NOTE OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE EXCEPT (A) TO INTERMUNE, INC. OR ANY SUBSIDIARY

THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(D) ABOVE), IT WILL FURNISH TO THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE 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; AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE). THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS NOTE PURSUANT TO CLAUSE 2(D) ABOVE OR UPON ANY TRANSFER OF THIS NOTE UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTION.

     Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(c). If the Restricted Security surrendered for exchange is represented by a Global Note bearing the legend set forth in this Section 2.05(c), the principal amount of the legended Global Note shall be reduced by the appropriate principal amount and the principal amount of a Global Note without

the legend set forth in this Section 2.05(c) shall be increased by an equal principal amount. If a Global Note without the legend set forth in this Section 2.05(c) is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to the Depositary.

     (d) Until the expiration of the holding period applicable to sales thereof under Rule 144 under the Securities Act (or any successor provision), any stock certificate representing Common Stock issued upon conversion of any Note shall bear a legend in substantially the following form, unless such Common Stock has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or pursuant to Rule 144 under the Securities Act or any similar provision then in force, or such Common Stock has been issued upon conversion of Notes that have been transferred pursuant to a registration statement that has been declared effective under the Securities Act or pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the Company in writing with written notice thereof to the transfer agent:

THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT, UNTIL THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE COMMON STOCK EVIDENCED HEREBY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), (1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE COMMON STOCK EVIDENCED HEREBY EXCEPT (A) TO INTERMUNE, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A “ QUALIFIED INSTITUTIONAL BUYER ” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 1(D) ABOVE), IT WILL FURNISH TO MELLON INVESTOR SERVICES, AS TRANSFER AGENT (OR A SUCCESSOR TRANSFER AGENT, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE 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 AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED

HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 1(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE 1(D) ABOVE OR UPON ANY TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY AFTER THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION).

     Any such Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like number of shares of Common Stock, which shall not bear the restrictive legend required by this
Section 2.05(d).

     (e) Any Note or Common Stock issued upon the conversion of a Note that, prior to the expiration of the holding period applicable to sales thereof under Rule 144 under the Securities Act (or any successor provision), is purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction which results in such Notes or Common Stock, as the case may be, no longer being “ Restricted Securities ” (as defined under Rule 144).

     (f) The Trustee shall have no responsibility or obligation to any Agent Members or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Noteholders and all payments to be made to Noteholders under the Notes shall be given or made only to or upon the order of the registered Noteholders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members.

     The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this

Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members in any Global Indenture) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

      Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the Company in its discretion may execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and make available for delivery, a new Note, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case, the applicant for a substituted Note shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

     Following receipt by the Trustee or such authenticating agent, as the case may be, of satisfactory security or indemnity and evidence, as described in the preceding paragraph, the Trustee or such authenticating agent may authenticate any such substituted Note and make available for delivery such Note. Upon the issuance of any substituted Note, the Company may require the payment by the holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Note which has matured or is about to mature or has been tendered for redemption upon a Designated Event (and not withdrawn) or is to be converted into Common Stock shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or in connection with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, the Trustee and, if applicable, any paying agent or conversion agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

     Every substitute Note issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment or conversion or redemption of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment or conversion or redemption of negotiable instruments or other securities without their surrender.

      Section 2.07. Temporary Notes. Pending the preparation of Notes in certificated form, the Company may execute and the Trustee or an authenticating agent appointed by the Trustee shall, upon the written request of the Company, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the form of the Notes in certificated form, but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note shall be executed by the Company and authenticated by the Trustee or such authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Notes in certificated form. Without unreasonable delay, the Company will execute and deliver to the Trustee or such authenticating agent Notes in certificated form and thereupon any or all temporary Notes may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to Section 4.02 and the Trustee or such authenticating agent shall authenticate and make available for delivery in exchange for such temporary Notes an equal aggregate principal amount of Notes in certificated form. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Notes in certificated form authenticated and delivered hereunder.

      Section 2.08. Cancellation of Notes. All Notes surrendered for the purpose of payment, redemption, conversion, exchange or registration of transfer shall, if surrendered to the Company or any paying agent or any Note Registrar or any conversion agent, be surrendered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be promptly canceled by it, and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of such canceled Notes in accordance with its customary procedures. If the Company shall acquire any of the Notes, such acquisition shall not operate as a redemption, or satisfaction of the

indebtedness represented by such Notes unless and until the same are delivered to the Trustee for cancellation.

      Section 2.09. CUSIP Numbers. The Company in issuing the Notes may use “ CUSIP ” numbers (if then generally in use), and, if so, the Trustee shall use “ CUSIP ” numbers in notices of redemption as a convenience to Noteholders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “ CUSIP ” numbers.

      Section 2.10. Additional Notes. The Company may, without the consent of the holders, issue Additional Notes (the “ Additional Notes ”) under this Indenture with the same terms and with the same CUSIP numbers as the Notes offered hereby in an unlimited aggregate principal amount, provided that such Additional Notes must be part of the same issue as the notes offered hereby for United States federal income tax purposes.

      Section 2.11. Ranking. The Notes constitute a senior unsecured general obligation of the Company, ranking equally with other existing and future senior unsecured and unsubordinated Indebtedness of the Company, including, without limitation, the 0.25% Convertible Notes, and ranking senior in right of payment to any future Indebtedness of the Company that is expressly made subordinate to the Notes by the terms of such Indebtedness.

ARTICLE 3
Redemption Of Notes

      Section 3.01. Redemption At Option of Holders Upon a Designated Event

     (a) If there shall occur a Designated Event at any time prior to maturity of the Notes, then each Noteholder shall have the right, at such holder’s option, to require the Company to redeem for cash such holder’s Notes, in whole or any portion thereof that is a multiple of $1,000 principal amount, on the date (the “ Designated Event Redemption Date ”) that is thirty (30) days after the date of the Designated Event Notice (as defined in Section 3.01(b)) of such Designated Event (or, if such 30th day is not a Business Day, the next succeeding Business Day) at a redemption price equal to 100% of the principal amount thereof, plus accrued interest, to, but excluding, the Designated Event Redemption Date (the “ Designated Event Redemption Price ”). Such redemption pursuant to this Section 3.01 shall be made at the option of the Noteholder, upon:

     (i) delivery to the Trustee (or other paying agent appointed by the Company) by a Noteholder of a duly completed form entitled “Option

to Elect Repayment Upon A Designated Event” (the “ Redemption Notice ”) in the form set forth on the reverse of the Note during the period beginning at any time from the opening of business on the date the Designated Event Notice is mailed until the close of business on the Designated Event Redemption Date; and

     (ii) delivery or book-entry transfer of the Note or Notes to the Trustee (or other paying agent appointed by the Company) at any time after delivery of the Designated Event Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other paying agent appointed by the Company), such delivery being a condition to receipt by the holder of the redemption price therefor; provided that such redemption price shall be so paid pursuant to this Section 3.01 only if the Note so delivered to the Trustee (or other paying agent appointed by the Company) shall conform in all respects to the description thereof in the related Redemption Notice.

     The Company shall redeem, pursuant to this Section 3.01, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the redemption of all of a Note also apply to the redemption of such portion of such Note. Upon presentation of any Note redeemed in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Notes presented.

     Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) the Redemption Notice contemplated by this Section 3.01 shall have the right to withdraw such Redemption Notice at any time prior to the close of business on the Designated Event Redemption Date by delivery of a written notice of withdrawal to the Trustee (or other paying agent appointed by the Company) in accordance with Section 3.03.

     The Trustee (or other paying agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Redemption Notice or written notice of withdrawal thereof.

     (b) On or before the tenth day after the occurrence of any Designated Event of which it is aware, the Company at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), or the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed to all holders of record on the date of the Designated Event a notice (the “ Designated Event Notice ”) of the occurrence of such Designated Event and of the redemption right at the option

of the holders arising as a result thereof. Such notice shall be mailed by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. If the Company shall give such notice, the Company shall also deliver a copy of the Designated Event Notice to the Trustee at such time as it is mailed to Noteholders. Concurrently with the mailing of any Designated Event Notice, the Company shall issue a press release announcing such Designated Event referred to in the Designated Event Notice, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Designated Event Notice or any proceedings for the redemption of any Note which any Noteholder may elect to have the Company redeem as provided in this Section 3.01.

     Each Designated Event Notice, subject to the conditions set forth in Section 3.02(a), shall specify the circumstances constituting the Designated Event, the Designated Event Redemption Date, the price at which the Company shall be obligated to redeem Notes, that the holder must exercise the redemption right on or prior to the close of business on the Designated Event Redemption Date (the “ Designated Event Expiration Time ”), that the holder shall have the right to withdraw any Notes surrendered prior to the Designated Event Expiration Time, a description of the procedure which a Noteholder must follow to exercise such redemption right and to withdraw any surrendered Notes, the place or places where the holder is to surrender such holder’s Notes, the amount of interest accrued on each Note to the Designated Event Redemption Date and the CUSIP number or numbers of the Notes (if then generally in use).

     No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ redemption rights or affect the validity of the proceedings for the redemption of the Notes pursuant to this Section 3.01.

     (c) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 14.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with this

Indenture and the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to redeem the Notes following a Designated Event, including without limitation the applicable provisions of this Section 3.01 and the definitions of Common Stock and Designated Event, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

     (d) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act to the extent then applicable in connection with the redemption rights of the holders of Notes in the event of a Designated Event.

      Section 3.02. The Company’s Right to Elect Manner of Redemption upon a Designated Event .

     (a) The Securities to be redeemed with respect to any Designated Event Redemption Date pursuant to Section 3.01(a) may be redeemed at the election of the Company in cash or shares of Common Stock, or if applicable, a parent corporation’s common stock, or in any combination of cash and shares of Common Stock or such parent corporation’s common stock, subject to the conditions set forth in Section 3.02(b). The Company shall designate, in the Designated Event Notice delivered pursuant to Section 3.01(b), whether the Company will redeem the Notes for cash or shares of Common Stock, or if applicable, a parent corporation’s common stock, or if a combination thereof, the percentages of the Designated Event Redemption Price in respect of which it will pay in cash or shares of Common Stock, or if applicable, a parent corporation’s common stock, provided, however , that the Company will pay cash for fractional interests in shares of Common Stock, or if applicable, a parent corporation’s common stock.

     For purposes of determining the existence of potential fractional interests, all Securities subject to redemption by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Notes are redeemed pursuant to Section 3.01 shall receive the same percentage of cash or shares of Common Stock, or if applicable, a parent corporation’s common stock, in payment of the Designated Event Redemption Price for such Notes, except (i) as provided in this (a) with regard to the payment of cash in lieu of fractional shares of Common Stock and (ii) in the event that the Company is unable to redeem the Notes of a Holder or Holders for shares of Common Stock because any necessary qualifications or registrations of the shares of Common Stock under applicable securities laws cannot be obtained, the Company may redeem the Notes of such Holder or Holders for cash. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company

has given its Designated Event Notice to Holders except in the event of a failure to satisfy, prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Designated Event Redemption Date, any condition to the payment of the Designated Event Redemption Price, in whole or in part, in shares of Common Stock or, if applicable, a parent corporation’s common stock.

     (b) If the Company elects to pay all or a portion of the Designated Event Redemption Price in respect of which a Designated Event Notice has been given in Common Stock, or if applicable, a parent corporation’s common stock, the number of shares of Common Stock, or if applicable, a parent corporation’s common stock, to be issued shall be equal to (i) the portion of the Designated Event Redemption Price to be paid in Common Stock, or if applicable, a parent corporation’s common stock, divided by (ii) the Market Price of one share of Common Stock, or if applicable, a parent corporation’s common stock, subject to satisfaction of the conditions set forth in the second succeeding paragraph.

     The Company will not issue any fraction of a share of Common Stock in payment of the Designated Event Repurchase Price. Instead, the Company will make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Market Price of one share of Common Stock, or if applicable, a parent corporation’s common stock. If a Holder elects to have more than one Note purchased, the number of shares of Common Stock shall be based on the aggregate amount of Note to be purchased.

     The Company’s right to exercise its election to redeem the Notes through the issuance of shares of Common Stock, or if applicable, a parent corporation’s common stock, shall be conditioned upon:

     (i) the registration of such shares of Common Stock, or if applicable, a parent corporation’s common stock, under the Securities Act and the Exchange Act, in each case, if required;

     (ii) any qualification or registration of such shares of Common Stock, or if applicable, a parent corporation’s common stock, under applicable state securities laws, if necessary, or the availability of an exemption from such qualification and registration;

     (iii) listing of the common stock on a United States national securities exchange or quotation thereof in an inter-dealer quotation system of any registered United States national securities association.

     (iv) the receipt by the Trustee of an Officers’ Certificate stating (A): that the terms of the issuance of the shares of Common Stock, or if applicable, a parent corporation’s common stock, are in conformity with this Indenture; (B) that the shares of Common Stock, or if applicable, a parent corporation’s common stock, to be issued in payment of the Designated Event Redemption Price in respect of Notes have been duly

authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Designated Event Redemption Price in respect of Notes, will be validly issued, fully paid, non-assessable and free from preemptive rights; (C) that the conditions in this clause
(iv)(A) and (iv)(B) above, the conditions in clauses (i) to (iii) above and the condition set forth in the second succeeding paragraph regarding issuance of a press release have been satisfied in all material respects; and (D) the number of shares of Common Stock, or if applicable, a parent corporation’s common stock, to be issued for each $1,000 Principal Amount of Notes and the Closing Sale Price of a share of Common Stock on each Trading Day during the period commencing on the first Trading Day of the period during which the Market Price is calculated and ending on the Trading Day immediately preceding the Designated Event Redemption Date; and

     (v) the receipt by the Trustee of an Opinion of Counsel stating that: (A) the shares of Common Stock, or if applicable, a parent corporation’s common stock, to be issued by the Company in payment of the Designated Event Redemption Price in respect of the Notes have been duly authorized, and when issued and delivered pursuant to the terms of this Indenture in payment of the Designated Event Redemption Price in respect of the Notes, will be validly issued, fully paid and non-assessable and, to such counsel’s knowledge, free from preemptive rights; and (B) the condition in clause (i) above has been satisfied in all material respects.

     If the foregoing conditions are not satisfied with respect to a Holder or Holders prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Designated Event Redemption Date, and the Company has elected to redeem the Securities pursuant to this Section 3.02 through the issuance of shares of Common Stock, or if applicable, a parent corporation’s common stock, the Company shall pay the entire Designated Event Redemption Price of the Notes of such Holder or Holders in cash. Upon determination of the actual number of shares of Common Stock, or if applicable, a parent corporation’s common stock, to be issued upon redemption of the Notes, the Company shall be required to disseminate a press release through a public medium as is customary for such a press release.

     (c) All shares of Common Stock, or if applicable, a parent corporation’s common stock, delivered upon redemption of the Notes shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be free from preemptive rights and free of any lien or adverse claim.

     (d) If a Holder of a redeemed Note is paid in shares of Common Stock, or if applicable, a parent corporation’s common stock, the Company shall pay any documentary, stamp or similar issue or transfer tax due on such issue of Common Stock. However, the Holder shall pay any such tax which is due because the Holder requests the Common Stock, or if applicable, a parent corporation’s common stock, to be issued in a name other than the Holder’s name. The Paying

Agent may refuse to deliver the certificates representing the shares of Common Stock, or if applicable, a parent corporation’s common stock, being issued in a name other than the Holder’s name until the Paying Agent receives a sum sufficient to pay any tax which will be due because the shares of Common Stock, or if applicable, a parent corporation’s common stock, are to be issued in a name other than the Holder’s name. Nothing contained herein shall preclude any income tax withholding required by law or regulations.

      Section 3.03. Effect of Redemption Notice .

     (a) Upon receipt by the Trustee (or other paying agent appointed by the Company) of the Redemption Notice specified in Section 3.01(a), the holder of the Note in respect of which such Redemption Notice was given shall (unless such Redemption Notice is validly withdrawn) thereafter be entitled to receive solely the redemption price with respect to such Note. Such redemption price shall be paid to such Noteholder, subject to receipt of funds and/or Notes by the Trustee (or other paying agent appointed by the Company), promptly following the later of (x) the Designated Event Redemption Date with respect to such Note (provided the holder has satisfied the conditions in Section 3.01) and (y) the time of delivery of such Note to the Trustee (or other paying agent appointed by the Company) by the holder thereof in the manner required by Section 3.01. Notes in respect of which a Redemption Notice has been given by the holder thereof may not be converted pursuant to Article 14 hereof on or after the date of the delivery of such Redemption Notice unless such Redemption Notice has first been validly withdrawn.

     (b) A Redemption Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Trustee (or other paying agent appointed by the Company) in accordance with the Redemption Notice at any time prior to the close of business on the Designated Event Redemption Date, specifying:

     (i) the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note,

     (ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and

     (iii) the principal amount, if any, of such Note which remains subject to the original Redemption Notice and which has been or will be delivered for redemption by the Company.

      Section 3.04 . Deposit of Redemption Price .

     (a) Prior to 10:00 a.m. (New York City Time) on the Business Day following the Designated Event Redemption Date, the Company shall deposit with the Trustee (or other paying agent appointed by the Company; or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the paying agent, shall segregate and hold in trust as provided in Section 4.04) an amount of cash (in immediately available funds if deposited on such Business Day), sufficient to pay the aggregate redemption price of all the Notes or portions thereof that are to be redeemed as of the Designated Event Redemption Date.

     (b) If the Trustee or other paying agent appointed by the Company, or the Company or a Subsidiary or Affiliate of either of them, if such entity is acting as the paying agent, holds cash sufficient to pay the aggregate redemption price of all the Notes, or portions thereof, that are to be redeemed as of the Designated Event Redemption Date, on or after the Designated Event Redemption Date (i) the Notes will cease to be outstanding, (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the holders of such Notes will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or paying agent, other than the right to receive the redemption price upon delivery of the Notes.

      Section 3.05. Repayment to the Company. The Trustee (or other paying agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 12.04.

      Section 3.06. Redemption Upon Changes In Withholding Taxes. The Notes may be redeemed (the “Withholding Tax Redemption” ), as a whole but not in part, at the election of the Company, upon not less than 30 nor more than 60 days notice (which notice shall be irrevocable), at a redemption price equal to the Principal Amount plus accrued and unpaid interest to, but excluding, the redemption date and Additional Amounts, if any, if the Company, including as a result of a merger or sale of assets where a parent Person is organized outside of the United States, has become or will become obligated to pay Additional Amounts, on the next date on which any amount would be payable with respect to such Notes, and such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company shall deliver to the Trustee (i) a certificate of the Company, signed by two directors of the Company, stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking reasonable measures available to it and (ii) an Opinion of Counsel of recognized standing to the effect that the Company has or will become obligated to pay Additional Amounts.

     Notwithstanding the foregoing, if the Company has given notice of a Withholding Tax Redemption as described in this Section 3.06 each Holder shall have the right to elect that such Holder’s Notes will not be subject to such Withholding Tax Redemption. If a Holder elects not to be subject to a Withholding Tax Redemption, the Company will not be required to pay any Additional Amounts as provided in Section 4.11 below with respect to payments made on such Holder’s Notes following the date of such Withholding Tax Redemption, and all subsequent payments on such Holder’s Notes will be subject to any tax required to be withheld or deducted. Holders must elect their option to avoid a Withholding Tax Redemption by written notice to the Trustee no later than the 15th day prior to the date of such Withholding Tax Redemption fixed by the Company stating:

	(1)		the name and address of the registered Holder of the Notes subject to such election:
	(2)		the certificate numbers and Principal Amount of such Notes;
	(3)		that the Holder elects to avoid the Withholding Tax Redemption and that the Holder will not be entitled to any Additional Amounts with respect to payments made on such Holder’s Notes following the date of such Withholding Tax Redemption.

ARTICLE 4
Particular Covenants Of The Company

      Section 4.01. Payment of Principal, Premium and Interest. The Company covenants and agrees that it will duly and punctually pay or cause to be paid the principal of and premium, if any (including the redemption price upon redemption pursuant to Article 3), and interest, on each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.

      Section 4.02. Maintenance of Office or Agency. The Company will maintain an office or agency in the Borough of Manhattan, The City of New York, where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or for conversion or redemption and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, or at an office of the Trustee’s Affiliate located in New York at 101 Barclay Street, Floor 8W, New York, NY 10286, Attention: Corporate Trust Administration.

     The Company may also from time to time designate co-registrars and one or more offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

     The Company hereby initially designates the Trustee as paying agent, Note Registrar, Custodian and conversion agent and the Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes.

     So long as the Trustee is the Note Registrar, the Trustee agrees to mail, or cause to be mailed, the notices set forth in Section 7.10(a) and the third paragraph of Section 7.11. If co-registrars have been appointed in accordance with this Section, the Trustee shall mail such notices only to the Company and the holders of Notes it can identify from its records.

      Section 4.03. Appointments to Fill Vacancies in Trustee’s Office . The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.

      Section 4.04. Provisions as to Paying Agent .

     (a) If the Company shall appoint a paying agent other than the Trustee, or if the Trustee shall appoint such a paying agent, the Company will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:

     (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the holders of the Notes;

     (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or interest on the Notes when the same shall be due and payable; and

     (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust.

     The Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the paying agent a sum (in funds which are immediately available on the due date for such payment)

sufficient to pay such principal, premium, if any, or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided that if such deposit is made on the due date, such deposit shall be received by the paying agent by 10:00 a.m. New York City time, on such date.

     (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the holders of the Notes a sum sufficient to pay such principal, premium, if any, or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable.

     (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any paying agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such sums.

     (d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04.

     The Trustee shall not be responsible for the actions of any other paying agents (including the Company if acting as its own paying agent) and shall have no control of any funds held by such other paying agents.

      Section 4.05. Existence. Subject to Article 11, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights (charter and statutory); provided that the Company shall not be required to preserve any such right if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Noteholders.

      Section 4.06. Maintenance of Properties. The Company will cause all properties used or useful in the conduct of its business or the business of any Significant Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and

advantageously conducted at all times; provided that nothing in this Section 4.06 shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any subsidiary and not disadvantageous in any material respect to the Noteholders.

      Section 4.07. Payment of Taxes and Other Claims. The Company will pay or discharge, or cause to be paid or discharged, before the same may become delinquent, (i) all taxes, assessments and governmental charges levied or imposed upon the Company or any Significant Subsidiary or upon the income, profits or property of the Company or any Significant Subsidiary, (ii) all claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon the property of the Company or any Significant Subsidiary and (iii) all stamp taxes and other duties, if any, which may be imposed by the United States or any political subdivision thereof or therein in connection with the issuance, transfer, exchange, conversion or redemption of any Notes or with respect to this Indenture; provided that, in the case of clauses (i) and (ii), the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim (A) if the failure to do so will not, in the aggregate, have a material adverse impact on the Company, or (B) if the amount, applicability or validity is being contested in good faith by appropriate proceedings.

      Section 4.08. Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144 under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, make available to any holder or beneficial holder of Notes or any Common Stock issued upon conversion thereof which continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes or such Common Stock designated by such holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes or such Common Stock and it will take such further action as any holder or beneficial holder of such Notes or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder or beneficial holder to sell its Notes or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder or any beneficial holder of the Notes or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

      Section 4.09. Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any

stay, extension or usury law or other similar law which would prohibit or forgive the Company from paying all or any portion of the principal of, premium, if any, or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

      Section 4.10. Compliance Certificate. The Company shall deliver to the Trustee, within one hundred twenty (120) days after the end of each fiscal year of the Company, an Officers’ Certificate signed by either the principal executive officer, principal financial officer or principal accounting officer of the Company, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and the status thereof of which the signers may have knowledge.

     The Company will deliver to the Trustee, forthwith upon becoming aware of (i) any default in the performance or observance of any covenant, agreement or condition contained in this Indenture, or (ii) any Event of Default, an Officers’ Certificate specifying with particularity such default or Event of Default and further stating what action the Company has taken, is taking or proposes to take with respect thereto.

     Any notice required to be given under this Section 4.10 shall be delivered to a Responsible Officer of the Trustee at its Corporate Trust Office.

     The Company shall provide/complete any information/documentation requested by the Trustee in order to comply with the requirements of the Trust Indenture Act.

      Section 4.11. Payment Of Additional Amounts. All payments made by the Company under the Notes will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any taxing authority ( “Taxes” ), unless the Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. In the event that the Company is required to so withhold or deduct any amount for or on account of any Taxes from any payment made under the Notes, the Company will pay such additional amounts ( “Additional Amounts” ) as may be necessary so that the net amount received by each Holder of Securities (including Additional Amounts) after such withholding or deduction will equal the amount that such Holder would have received if such Taxes had not

been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder of Securities to the extent:

     (i) that any such Taxes would not have been so imposed but for the existence of any present or former connection between such Holder and the Taxing Authority imposing such Taxes (other than the mere receipt of such payment, acquisition, ownership or disposition of such Notes or the exercise or enforcement of rights under such Notes or this Indenture);

     (ii) of any estate, inheritance, gift, sales, transfer, or personal property Taxes imposed with respect to such Notes, except as otherwise provided herein;

     (iii) that any such Taxes would not have been so imposed but for the presentation of such Notes (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Notes been presented for payment on any date during such 30-day period;

     (iv) that such Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if (x) the making of such declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant Taxing Authority as a precondition to an exemption from, or reduction in, the relevant Taxes, and (y) at least 60 days prior to the first payment date with respect to which the Company shall apply this subclause (iv), the Company or the Guarantor shall have notified all Holders of Securities in writing that they shall be required to provide such declaration or claim; or

     (v) that such Holder has elected to avoid a Withholding Tax Redemption pursuant to the last paragraph of Section 3.06 with respect to payments made subsequent to the date of such Withholding Tax Redemption.

     The Company will also (i) make such withholding or deduction of Taxes and (ii) remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Company will use its reasonable best efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Authority imposing such Taxes. The Company, as the case may be, will, upon request, make

available to the Holders of the Notes, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company, notwithstanding the Company’s efforts to obtain such receipts, the same are not obtainable, other evidence of such payments by the Company.

     In the event that the Company is obligated to pay Additional Amounts with respect to any payment of principal, interest, redemption price or any other amount payable under or with respect to the Notes, 30 days prior to the date such payment is due and payable, the Company, will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will also be payable, the amounts so payable and such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on such payment date.

     The foregoing provisions shall survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Company, as the case may be, is organized or is engaged in business for tax purposes or any political subdivisions or taxing authority or agency thereof or therein.

     In addition, the Company will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and Additional Amounts with respect thereto, payable in connection with the conversion of redemption of the notes for stock or a combination of stock and cash that would not have been payable but for the fact that the stock is being issued by a non-U.S. entity.

     Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of principal, interest, redemption price or any other amount payable under or with respect to any Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

ARTICLE 5
Noteholders’ Lists And Reports By The Company And The Trustee

      Section 5.01. Noteholders’ Lists. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semiannually, not more than fifteen (15) days after each March 1 and September 1 in each year beginning with September 1, 2008, and at such other times as the Trustee may request in writing, within thirty (30) days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of the holders of Notes as of a date not more than fifteen (15) days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to

the time such information is furnished, except that no such list need be furnished by the Company to the Trustee so long as the Trustee is acting as the sole Note Registrar.

      Section 5.02. Preservation And Disclosure Of Lists.

     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of Notes contained in the most recent list furnished to it as provided in Section 5.01 or maintained by the Trustee in its capacity as Note Registrar or co-registrar in respect of the Notes, if so acting. The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.

     (b) The rights of Noteholders to communicate with other holders of Notes with respect to their rights under this Indenture or under the Notes, and the corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture Act.

     (c) Every Noteholder, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of holders of Notes made pursuant to the Trust Indenture Act.

      Section 5.03. Reports By Trustee.

     (a) Within sixty (60) days after May 15 of each year commencing with the year 2009, the Trustee shall transmit to holders of Notes such reports dated as of May 15 of the year in which such reports are made concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. In the event that no events have occurred under the applicable sections of the Trust Indenture Act the Trustee shall be under no duty or obligation to provide such reports.

     (b) A copy of such report shall, at the time of such transmission to holders of Notes, be filed by the Trustee with each stock exchange and automated quotation system upon which the Notes are listed or quoted and with the Company. The Company will promptly notify the Trustee in writing when the Notes are listed on any stock exchange or automated quotation system or delisted therefrom.

      Section 5.04. Reports by Company. The Company shall file with the Trustee (and the Commission if at any time after the Indenture becomes qualified

under the Trust Indenture Act), and transmit to holders of Notes, such information, documents and other reports and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act, whether or not the Notes are governed by such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be made available to the Trustee within fifteen (15) days after the same is so required to be filed with the Commission. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificates).

ARTICLE 6
Remedies Of The Trustee And Noteholders On An Event Of Default

      Section 6.01. Events Of Default. In case one or more of the following Events of Default (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operatio