INDENTURE

CAPITALSOURCE INC.,

as Issuer

to

WELLS FARGO BANK, N.A.,

as Trustee

CAPITALSOURCE FINANCE LLC,

as Guarantor

INDENTURE

Dated as of

April 4, 2007

4% Senior Subordinated Convertible Debentures due 2034

CROSS-REFERENCE TABLE ^*

TABLE OF CONTENTS

INDENTURE

     INDENTURE dated as of April 4, 2007 by and among CapitalSource Inc., a Delaware corporation (hereinafter called the “ Company ”), as issuer, and CapitalSource Finance LLC, a Delaware limited liability company, as Guarantor (hereinafter called the “ Guarantor ”), each having its principal office at 4445 Willard Avenue, 12th floor, Chevy Chase, Maryland 20815, and Wells Fargo Bank, N.A., as trustee hereunder (hereinafter called the “ Trustee ”).

WITNESSETH:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issue of its 4% Senior Subordinated Convertible Debentures due 2034 (hereinafter called the “ New Notes, ” or “ Notes ”) in exchange for its 3.5% Senior Convertible Debentures due 2034 (hereinafter called the “ Old Notes ” and the exchange of Old Notes for New Notes, hereinafter called the “ Exchange ”) and, to provide the terms and conditions upon which the New Notes are to be authenticated, issued and delivered, the Company and the Guarantor have duly authorized the execution and delivery of this Indenture; and

     WHEREAS, the Guarantor has agreed to provide for the guarantee of the New Notes (hereinafter called the “ Guarantee ”); and

     WHEREAS, the New Notes, the Guarantee, the certificate of authentication to be borne by the New Notes, a form of assignment, a form of fundamental change repurchase election, a form of Company repurchase election and a form of Notice of Conversion to be borne by the New Notes are to be substantially in the forms hereinafter provided for; and

     WHEREAS, all acts and things necessary to make the New 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 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 New 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 New Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the offer and acceptance of the New Notes, and of the exchange of the Old Notes for the New Notes by the holders of the Old Notes, the Company covenants and agrees with the Trustee for the equal and proportionate

benefit of the respective holders from time to time of the New Notes (except as otherwise provided below), as follows:

ARTICLE 1

      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.

     “ 1.625% Convertible Notes ” means the Senior Subordinated Notes due 2034 issued by the Company and guaranteed by the Guarantor, which bear interest at 1.625% per annum until March 15, 2009.

     “ 98% Trading Exception ” has the meaning specified in Section 14.01(a)(iii).

     “ Adjustment Event ” has the meaning specified in Section 14.06(m).

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

     “ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For 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.

     “ beneficial holder ” shall be determined in accordance with Rules 13d-3 and 13d-5 promulgated by the Commission under the Exchange Act, or any successor provision thereto, except that a Person shall be deemed to have “ beneficial ownership ” of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time.

     “ Bid Solicitation Agent ” means such Person (other than any Affiliate of the Company) as the Company may designate as Bid Solicitation Agent from time to time, and shall initially mean the Trustee.

     “ Board of Directors ” means either 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 one or more resolutions, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by or consented to by the Board of Directors of the Company and to be in full force and effect on the date of such certification, delivered to the Trustee.

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

     “ Capital Stock ” of any Person means any and all shares (including ordinary shares or American Depositary Shares), interests, participations or other equivalents, however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such Person.

     “ Cash Settlement Notice Period ” means, in respect of any New Note tendered for conversion, the five Business Day period following receipt of a Noteholder’s Notice of Conversion.

     “ Commission ” means the Securities and Exchange Commission, as from time to time constituted 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 14.08, however, shares issuable on conversion of New 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 $0.01 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. Following the event of a merger, consolidation or other similar transaction involving the Company that is otherwise permitted hereunder in which the Company is not the surviving corporation, “ Common Stock ” will include the common stock, common equity interests, ordinary shares or depositary shares or other certificates representing common equity interests of such surviving corporation or its direct or indirect parent corporation.

     “ 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 14.08, shall include its successors and assigns.

     “ Company Repurchase Date ” has the meaning specified in Section 3.06.

     “ Company Repurchase Election ” has the meaning specified in Section 3.06(b).

     “ Company Repurchase Notice ” has the meaning specified in Section 3.06(a).

     “ Company Repurchase Price ” has the meaning specified in Section 3.06.

     “ Conversion Agent ” means the Trustee or such other office or agency designated by the Company where New Notes may be presented for conversion.

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

     “ Conversion Obligation ” has the meaning specified in Section 14.03.

     “ Conversion Price ” as of any day means $1,000 divided by the Conversion Rate as of such date and rounded to the nearest cent. The Conversion Price shall initially be approximately $26.35 per share of Common Stock.

     “ Conversion Rate ” has the meaning specified in Section 14.05.

     “ Conversion Retraction Period ” means, in respect of any New Note tendered for conversion, the two Business Day period beginning on the day after the final day of the related Cash Settlement Notice Period.

     “ Conversion Settlement Distribution ” has the meaning specified in Section 14.03.

     “ 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 principally administered, which office is, at the date as of which this Indenture is dated, located at Wells Fargo Bank, N.A., 1600 J.F. Kennedy Blvd., Suite 810, Philadelphia, PA 19103, or at any other address as the Trustee may designate from time to time by notice to the Noteholders.

     “ Custodian ” means Wells Fargo Bank, N.A., as custodian with respect to the New Notes in global form, or any successor entity thereto.

     “ Daily Conversion Value ” means, for each of the 16 consecutive Trading Days during the Observation Period, 6.25% of the product of (1) the applicable Conversion Rate on such Trading Day and (2) the Daily VWAP of the Common Stock on such Trading Day.

     “ Daily Settlement Amount ,” means, for each of the 16 Trading Days of the related Observation Period, (i) cash, equal to the lesser of $62.50 and the Daily Conversion Value on such day and (ii) to the extent the Daily Conversion Value on such day exceeds $62.50, either, at the Company’s election pursuant to Section 14.03 below, (A) cash in the amount of such excess or (B) a number of shares of Common Stock equal to the difference between the Daily Conversion Value on such day and $62.50, such difference divided by the daily VWAP for such day.

     “ Daily VWAP ” means, for each of the 16 consecutive Trading Days during the Observation Period, the volume-weighted average price per share of Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page ‘‘CSE.N <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading on the primary exchange or trading market for the Common Stock to the scheduled close of trading on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company).

     “ 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.

     “ 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 14.06(m).

     “ Effective Date ” has the meaning specified in Section 14.07.

     “ 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.

     “ Ex-Dividend Date ” means, with respect to any issuance or distribution on shares of Common Stock, the first date upon which a sale of the Common Stock does not automatically transfer the right to receive such issuance or distribution from the seller of the Common Stock to the buyer.

     “ Expiration Time ” has the meaning specified in Section 14.06(e).

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

     (a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than the Company, its subsidiaries or its or their employee benefit plans, files a Schedule TO or any other schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner , ” as defined in Rule 13d-3 under the Exchange Act, of more than 50% of the total voting power of all shares of the Company’s Capital Stock that are entitled to vote generally in the election of directors;

     (b) consummation of any share exchange, consolidation or merger of the Company or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to any person other than the Company or one or more of its subsidiaries pursuant to which the Common Stock will be converted into cash, securities or other property; provided, however, that a transaction where the holders of the Company’s voting Capital Stock immediately prior to such transaction have, directly or indirectly, more than 50% of the aggregate voting power of all shares of Capital Stock of the continuing or surviving corporation or transferee entitled to vote generally in the election of directors immediately after such event shall not be a Fundamental Change; or

     (c) any transaction or event resulting in a Termination of Trading.

     A Fundamental Change will not be deemed to have occurred in respect of any of the foregoing, however, if either:

     (i) the Last Reported Sale Price of the Common Stock for any five (5) Trading Days within the ten (10) consecutive Trading Days ending immediately before the later of the Fundamental Change or the public announcement thereof, equals or exceeds 105% of the Conversion Price of the New Notes immediately before the Fundamental Change or the public announcement thereof, or

     (ii) at least 90% of the consideration, excluding cash payments for fractional shares, in the transaction or transactions constituting the Fundamental Change consists of shares of Capital Stock traded on a national securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System or which will be so traded or quoted when issued or exchanged in connection with a Fundamental Change (these securities being referred to as “ publicly traded securities ”) and as a result of this transaction or transactions the New Notes become convertible into such publicly traded securities, excluding cash payments for fractional shares.

     “ Fundamental Change Company Notice ” has the meaning specified in Section 3.05(b)

     “ Fundamental Change Repurchase Date ” has the meaning specified in Section 3.05.

     “ Fundamental Change Repurchase Notice ” has the meaning specified in Section 3.05(c)(i).

     “ Fundamental Change Repurchase Price ” has the meaning provided in Section 3.05.

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

     “ Guarantee ” means the unconditional guarantee by the Guarantor of the due and punctual payment of principal of and Interest on the New Notes and certain other obligations of the Company pursuant to this Indenture when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, upon a Repurchase Date or otherwise in accordance with the terms of the New Notes and this Indenture.

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

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

     “ Indebtedness ” means, with respect to either the Company or the Guarantor, the principal or face amount of (i) every obligation for money borrowed; (ii) every obligation evidenced by the New Notes, and any other bonds, debentures, notes or other similar instruments issued by such Person, including obligations incurred in connection with the acquisition of property, assets or businesses; (iii) every reimbursement obligation with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person; (iv) every obligation issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or other accrued liabilities arising in the ordinary course of business); (v) every capital lease obligation; (vi) all indebtedness, whether incurred on or prior to the date of issuance of the New Notes or thereafter incurred, for claims in respect of derivative products, including interest rate, foreign exchange rate and commodity forward contracts, options and swaps and similar arrangements; (vii) every obligation of the type referred to in clauses (i) through (vi) of another Person and all dividends of another Person the payment of which, in either case, the Company or the Guarantor has guaranteed or is responsible or liable for, directly or indirectly, as obligor or otherwise; and (viii) any renewals, extensions, refundings, amendments or modifications of any obligation of the type referred to in clauses (i) through (vii).

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

     “ Indenture Obligations ” has the meaning specified in Section 15.01.

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

     “ Interest Payment Date ” means January 15 and July 15 of each year, commencing July 15, 2007.

     “ Last Reported Sale Price ” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and asked prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported in composite transactions for the New York Stock Exchange, or such other principal U.S. national or regional securities exchange on which the Common Stock is traded, or if the Common Stock is not listed on a U.S. national or regional securities exchange, as reported by the National Association of Securities Dealers

Automated Quotation System, determined in each case without reference to after-hours or extended market trading. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange and not reported by the National Association of Securities Dealers Automated Quotation System on the relevant date, the Last Reported Sale Price will be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau Incorporated or similar organization. If the Common Stock is not so quoted, the Last Reported Sale Price will be the price determined in good faith by the Board of Directors of the Company.

     “ Make-Whole Fundamental Change ” has the meaning specified in Section 14.07.

     “ Market Disruption Event ” means (i) a failure by the primary United States national securities exchange or market on which the Common Stock is listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. on any Trading Day for the Common Stock for an aggregate one half hour period of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock.

     “ Member Action ” means a copy of one or more resolutions, certified by the Secretary or an Assistant Secretary of the Guarantor to have been duly adopted by or consented to by such Guarantor’s member (or members (if at any time a Guarantor has more than a single member)) and to be in full force and effect on the date of such certification, delivered to the Trustee.

     “ New Note ” or “ New Notes ” means any New Note or New 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.

     “ Notice of Conversion ” has the meaning specified in Section 14.02.

     “ Observation Period ” means, with respect to any New Note tendered for conversion, the 16 consecutive Trading Day period beginning on and including the day after the final day of the related Conversion Retraction Period, except that with respect to any related Conversion Date occurring after the date of issuance of a Redemption Notice, “Observation Period” means the 16 consecutive Trading Day period beginning on and including the 18 ^th Scheduled Trading Day prior to the applicable redemption date for such New Note.

     “ Officers’ Certificate ” means a certificate signed in the name of the Company or any Guarantor, as the case may be, by any two of the Chief Executive Officer, the Chief Operating Officer, the President, the Chief Financial Officer, Chief Credit Officer, Chief Legal Officer, Managing Director, Chief Accounting Officer, 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, the Secretary, or the Controller of the Company or any Guarantor; provided that the Officers’ Certificate delivered on the date hereof pursuant to Section 18.06 may be signed by any one of the foregoing.

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

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

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

     (b) New Notes, or portions thereof, (i) for the redemption of which monies in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or (ii) which shall have been otherwise defeased in accordance with Article 12;

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

     (d) New Notes converted into Common Stock or cash pursuant to Article 14 and New Notes deemed not outstanding pursuant to Article 3.

     “ Paying Agent ” means the Trustee or such other office or agency designated by the Company where New Notes may be presented for payment.

     “ Payment Default ” has the meaning specified in Section 16.02.

     “ 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.

     “ Predecessor Note ” of any particular New Note means every previous New Note evidencing all or a portion of the same debt as that evidenced by such particular New Note, and, for the purposes of this definition, any New Note

authenticated and delivered under Section 2.06 in lieu of a lost, destroyed or stolen New Note shall be deemed to evidence the same debt as the lost, destroyed or stolen New Note that it replaces.

     “ Principal Value Conversion ” has the meaning specified in Section 14.01(a)(iii).

     “ Record Date ” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors of the Company or by statute, contract or otherwise).

     “ Redemption Date ” has the meaning specified in Section 3.02.

     “ Redemption Notice ” has the meaning specified in Section 3.02.

     “ Redemption Price ” has the meaning specified in Section 3.01.

     “ Regular Record Date ” for the interest payable on any Interest Payment Date means the close of business on the January 1 or July 1 immediately preceding such Interest Payment Date (whether or not a Business Day).

     “ Repurchase Date ” means the Fundamental Change Repurchase Date or the Company Repurchase Date, as applicable.

     “ Repurchase Election ” means the Fundamental Change Repurchase Election or the Company Repurchase Election, as applicable.

     “ Repurchase Price ” means the Fundamental Change Repurchase Price or the Company Repurchase Price, as applicable.

     “ Responsible Officer ” means, when used with respect to the Trustee, any officer of the Trustee within the Corporate Trust Department (or any successor unit, department or division of the Trustee) located at the Corporate Trust Office of the Trustee who has direct responsibility for the administration of this Indenture and, for the purposes of Section 6.08, Section 7.01(b) and Section 7.01(b), also means any other officer or person performing similar functions to whom any corporate trust matter is referred because of such person’s knowledge of any familiarity with the particular subject.

     “ Scheduled Trading Day ” means a day that is scheduled to be a Trading Day on the primary United States national securities exchange or market on which the Common Stock is listed or admitted to trading.

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

     “ Senior Indebtedness ” means, with respect to either the Company or the Guarantor, the principal of, and premium, if any, interest (including any interest accruing after the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowed as a claim in the proceeding), and rent payable on or in connection with, all Indebtedness of the Company or the Guarantor as the case may be unless it is provided in the instrument creating or evidencing the Indebtedness that such Indebtedness is not superior in right of payment to the New Notes, in the case of the Company, or the Guarantee in the case of the Guarantor. Notwithstanding the foregoing, Senior Indebtedness does not include (a) any Indebtedness that expressly provides that it ranks pari passu with or junior in right of payment to the New Notes in the case of the Company, or the Guarantee in the case of the Guarantor; (b) the subordinated guarantees of the Company issued and outstanding as of the date of this Indenture in respect of the TP Securities, (c) the subordinated Indebtedness of the Guarantor issued and outstanding as of the date of this Indenture in respect of the TP Securities or (d) the Indebtedness of the Company and the Guarantor under the 1.625% Convertible Notes (which shall rank pari passu in right of payment with the New Notes and the Guarantee).

     “ Settlement Amount ” has the meaning specified in Section 14.03.

     “ Significant Subsidiary ” means any direct or indirect Subsidiary of the Company that would be a “ significant subsidiary ” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof.

     “ Special Record Date ” has the meaning specified in Section 2.03.

     “ Stated Maturity ” means July 15, 2034.

     “ Stock Price ” means, in respect of a Make-Whole Fundamental Change and New Notes being converted to which Additional Shares will be added to the Conversion Rate pursuant to Section 14.07, (i) if the consideration paid to holders of the Common Stock in such Make-Whole Fundamental Change consists exclusively of cash, the cash price per share of the Common Stock, and (ii) otherwise, the average of the Last Reported Sale Prices of the Common stock for the ten Trading Day period ending on the Trading Day immediately preceding the related Effective Date for such transaction.

     “ 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 of one or more subsidiaries of such Person (or any combination thereof).

     “ Tax Original Issue Discount ” means the amount of ordinary interest income that must be accrued with respect to a New Note as original issue discount for United States Federal income tax purposes pursuant to U.S. Treasury Regulation section 1.1272-1.

     “ Termination of Trading ” means that the Common Stock is neither listed for trading on a U.S. national securities exchange nor approved for trading on the National Association of Securities Dealers Automated Quotation System or another established automated over-the-counter trading market in the United States.

     “ TP Securities ” means Indebtedness of the Company or the Guarantor issued or incurred in connection with financing transactions providing for, among other things, the issuance of common and preferred securities by CapitalSource Trust Preferred Securities 2005-1, CapitalSource Trust Preferred Securities 2005-2, CapitalSource Trust Preferred Securities 2006-1, CapitalSource Trust Preferred Securities 2006-2, CapitalSource Trust Preferred Securities 2006-3, CapitalSource Trust Preferred Securities 2006-4 and CapitalSource Trust Preferred Securities 2006-5.

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

     “ Trading Price ” means, as of any date of determination, the average of the secondary market bid quotations per $1,000 principal amount of New Notes obtained by the Bid Solicitation Agent for $5 million aggregate principal amount of New Notes at approximately 4:00 p.m., New York City time, on such determination date from three nationally recognized securities dealers (none of which shall be an Affiliate of the Company) in The City of New York (or such other place that may be determined from time to time by the Company) selected by the Company; provided , however , if (a) at least three such bids are not obtained by the Bid Solicitation Agent or (b) in the Company’s reasonable judgment, the bid quotations are not indicative of the secondary market value of the New Notes as of such determination date, then the Trading Price per $1,000 principal amount of the New Notes for such determination date shall equal (1) the Conversion Rate as of such determination date multiplied by (2) the average Last Reported Sale Price of the Common Stock over the five (5) Trading Days ending on such determination date appropriately adjusted to take into account the occurrence, during the period commencing on the first of such Trading Days

during such five (5) Trading Day period and ending on such determination date, of any event described in Section 14.06 or Section 14.08. The Bid Solicitation Agent shall solicit bids from securities dealers that the Company believes to be willing to bid for New Notes. The Trading Price shall be determined by the Company.

     “ 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 Section 10.03 and Section 14.08; 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 Wells Fargo Bank, 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.

ARTICLE 2

      Section 2.01. Designation Amount and Issue of New Notes. The New Notes shall be designated as “ 4% Senior Subordinated Convertible Debentures due 2034 ”. New Notes not to exceed the aggregate principal amount of $321,554,000 (except pursuant to Section 2.05 and Section 2.06 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 New Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer 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 ”), without any further action by the Company hereunder.

      Section 2.02. Form of New Notes. The New Notes, the Guarantee and the Trustee’s certificate of authentication to be borne by such New Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of New 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 New 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 New Notes 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 New Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular New Notes are subject.

     So long as the New 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 New Notes will be represented by one or more New 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 holders of a Global Note 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 New Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding New Notes from time to time endorsed thereon and that the aggregate amount of outstanding New Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, 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 New 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 holders of such New Notes in accordance with this Indenture. Payment of principal of and Interest on any Global Note shall be made to the holder of such Global Note.

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

     The Person in whose name any New Note (or its Predecessor Note) is registered on the Note Register at the close of business on the Regular Record Date with respect to an Interest Payment Date shall be entitled to receive the Interest payable on such Interest Payment Date, except that the Interest payable upon redemption or repurchase will be payable to the Person to whom principal is

payable pursuant to such redemption or repurchase (unless the Redemption Date or the Repurchase Date, as the case may be, is an Interest Payment Date, in which case the semi-annual payment of interest becoming due on such date, if any, shall be payable to the Noteholders registered as such on the applicable Regular Record Date). Notwithstanding the foregoing, if any New Note (or portion thereof) is converted into Common Stock during the period after a Regular Record Date to, but excluding, the next succeeding Interest Payment Date and such New Note (or portion thereof) has been called or tendered for redemption on a Redemption Date which occurs during such period, the Company shall not be required to pay interest on such Interest Payment Date in respect of any such New Note (or portion thereof), except as provided in Section 14.02. Interest shall be payable at the office of the Company maintained by the Company for such purposes, which shall initially be an office or agency of the Trustee. The Company shall pay Interest (i) on any New 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 wire transfer in immediately available funds, if such Person is entitled to Interest on New Notes with an aggregate principal amount in excess of $2,000,000) or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.

     Any Interest on any New Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “ Defaulted Interest ”) shall forthwith cease to be payable to the Noteholder on the relevant Regular 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 New 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 the date 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 New 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 New 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 New 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 New Notes. The New Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chief Executive Officer, President, Chief Operating Officer 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 New Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of New Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 18.13), 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 New Note executed by the Company shall be conclusive evidence that the New 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 New Notes shall cease to be such officer before the New Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such New Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such New Notes had not ceased to be such officer of the Company, and any New Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such New 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 New 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 New Notes and of transfers of New 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 New Notes and transfers of New 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 New 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.

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

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

     All New Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase 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, duly executed by the Noteholder thereof or his attorney duly authorized in writing.

     No service charge shall be made to any Noteholder for any registration, transfer or exchange of New Notes, but the Company may require payment by the Noteholder 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 New Notes.

     Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange or register a transfer of (a) any New Notes for a period of fifteen (15) days next preceding any selection of New Notes to be redeemed, (b) any New Notes or portions thereof called for redemption pursuant to Section 3.01 (c) any New Notes or portions thereof surrendered for conversion pursuant to Article 14, (d) any New Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.05 or (e) any New Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.

     (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 New 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 (90) 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, (C) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the New Notes represented by Global Notes or (D) any beneficial holder reasonably requests such exchange on terms acceptable to the Company, the Trustee and the Depositary, which in the case of the Trustee may include, in the Trustee’s sole discretion, among other things, the requirement that (i) the Trustee and any Note Registrar receive (a) from the Company or the Depositary, a written order, in either case requesting such exchange, and an Opinion of Counsel (which upon receipt thereof the Trustee and such Note Registrar shall be fully protected in relying) to the effect that (x) all securities laws in connection with such exchange have been complied with and (y) such exchange is otherwise authorized or permitted by this Indenture; and (b) from such beneficial holder (x) an affidavit as to its beneficial ownership interest in such Global Note and/or (y) an indemnity, reasonably satisfactory to the Trustee and such Note Registrar, against any loss, liability or expense to the Trustee and such Note Registrar to the

extent that the Trustee or Note Registrar acts upon such order, affidavit and/or indemnity; and (ii) such exchange can be accomplished in a manner that is practicable and not inconsistent with the rules of any applicable Depositary or securities exchange upon which the New Notes may be listed for trading. 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) or (D) above may be exchanged in whole or from time to time in part as directed by the Company. Any New Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such New 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) New Notes 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 New 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 New 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 beneficial holder of any New Note.

     (vi) At such time as all interests in a Global Note have been redeemed, repurchased, converted, canceled or exchanged for New 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, repurchased, converted, canceled or exchanged for New 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.

      Section 2.06. Mutilated, Destroyed, Lost or Stolen New Notes. In case any New 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 New Note, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated New Note, or in lieu of and in substitution for the New Note so destroyed, lost or stolen. In every case, the applicant for a substituted New 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 New 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 New Note and make available for delivery such New Note. Upon the issuance of any substituted New 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 New Note which has matured or is

about to mature or has been called for redemption or has been tendered for repurchase upon a Fundamental Change (and not withdrawn) or has been surrendered for repurchase on a Repurchase Date (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 New 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 New 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 from 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 New Note and of the ownership thereof.

     Every substitute New Note issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any New Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen New 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 New Notes duly issued hereunder. To the extent permitted by law, all New 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 or repurchase of mutilated, destroyed, lost or stolen New 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 or repurchase of negotiable instruments or other securities without their surrender.

      Section 2.07. Temporary New Notes. Pending the preparation of New 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 New Notes (printed or lithographed). Temporary New Notes shall be issuable in any authorized denomination, and substantially in the form of the New Notes in certificated form, but with such omissions, insertions and variations as may be appropriate for temporary New Notes, all as may be determined by the Company. Every such temporary New 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 New Notes in certificated form. Without unreasonable delay, the Company will execute and deliver to the Trustee or such authenticating agent New Notes in certificated form and thereupon any or all temporary New 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 New Notes an equal aggregate principal amount of New 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 New Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as New Notes in certificated form authenticated and delivered hereunder.

      Section 2.08. Cancellation of New Notes. All New Notes surrendered for the purpose of payment, redemption, repurchase, 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 New 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 New Notes in accordance with its customary procedures. If the Company shall acquire any of the New Notes, such acquisition shall not operate as a redemption, repurchase or satisfaction of the Indebtedness represented by such New Notes unless and until the same are delivered to the Trustee for cancellation.

      Section 2.09. CUSIP Numbers. The Company in issuing the New Notes may use “CUSIP” or “ISIN” numbers and/or similar numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and/or “ISIN” 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 New 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 New 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” and/or similar numbers.

ARTICLE 3

Redemption and Repurchase of New Notes

      Section 3.01. Company’s Right to Redeem. Prior to July 15, 2011, the New Notes will not be redeemable at the Company’s option. At any time on or after July 15, 2011 and prior to Stated Maturity, the Company, at its option, may redeem the New Notes, in whole or in part, in accordance with the provisions of Section 3.02 and Section 3.03 on the Redemption Date (as defined below) for a redemption price (the “ Redemption Price ”) in cash equal to 100% of the principal amount of the New Notes to be redeemed together with accrued and

unpaid Interest on the New Notes redeemed to but excluding the Redemption Date.

     If the Redemption Date is an Interest Payment Date, Interest shall be paid on such Interest Payment Date to the record holder on the relevant Record Date.

      Section 3.02. Notice of Optional Redemption; Selection of New Notes.

     (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the New Notes pursuant to Section 3.01, it shall fix a date for redemption (the “ Redemption Date ”) and it or, at the written request of the Company received by the Trustee not fewer than thirty (30) days prior (or such shorter period of time as may be acceptable to the Trustee) to the Redemption Date, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption (a “ Redemption Notice ”) not fewer than thirty (30) nor more than sixty (60) days prior to the Redemption Date to each Noteholder to be redeemed at its last address as the same appears on the Note Register; provided that if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee. Such mailing shall be 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. In any case, failure to give such notice by mail or any defect in the notice to the Noteholder designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other New Note.

     (b) Each such Redemption Notice shall specify the aggregate principal amount of New Notes to be redeemed, the CUSIP, ISIN or similar number or numbers of the New Notes being redeemed, the Redemption Date (which shall be a Business Day), the Redemption Price at which New Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such New Notes, that Interest accrued to the Redemption Date will be paid as specified in said notice, and that on and after said date Interest thereon or on the portion thereof to be redeemed will cease to accrue. The Redemption Notice shall also state the current Conversion Rate and the date on which the right to convert such New Notes or portions thereof into Common Stock pursuant to Section 14.01(a)(ii) shall expire. The Redemption Notice shall also specify, with respect to any such conversions of New Notes, whether the Company elects to satisfy its Conversion Obligation entirely in cash or in shares of Common Stock or, if the Company has made the irrevocable election described below in Section 14.03(d), whether it elects to satisfy the portion of the Daily Conversion Value in excess of $62.50 in cash or in shares of Common Stock. If fewer than all the New Notes are to be redeemed, the Redemption Notice shall identify the New Notes to be redeemed (including CUSIP, ISIN or similar numbers, if any). In case any New Note is to be redeemed in part only, the Redemption Notice shall state the

portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such New Note, a Note or Notes in principal amount equal to the unredeemed portion thereof will be issued.

     (c) On or prior to the Redemption Date specified in the Redemption Notice given as provided in this Section 3.02, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04) an amount of money sufficient to redeem on the Redemption Date all the New Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date it must be received by the Trustee or Paying Agent, as the case may be, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any Paying Agent pursuant to this Section 3.02(c) in excess of amounts required hereunder to pay the Redemption Price and accrued Interest to, but excluding, the Redemption Date.

     Notwithstanding the last sentence of Section 7.05, if any New Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee or any Paying Agent or so segregated and held in trust for the redemption of such New Note shall be paid to the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any New Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers’ Certificate not fewer than thirty (30) days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date as to the aggregate principal amount of New Notes to be redeemed.

     (d) If less than all of the outstanding New Notes are to be redeemed, the Trustee shall select the New Notes or portions thereof of the Global Note or the New Notes in certificated form to be redeemed (in principal amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any New Note selected for partial redemption is submitted for conversion in part after such selection, the portion of such New Note submitted for conversion shall be deemed (so far as may be possible) to be from the portion selected for redemption. The New Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such New Note is submitted for conversion in part before the mailing of the Redemption Notice.

     Upon any redemption of less than all of the outstanding New Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such New Notes as are unconverted and outstanding

at the time of redemption, treat as outstanding any New Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a Redemption Notice and may (but need not) treat as outstanding any New Note authenticated and delivered during such period in exchange for the unconverted portion of any New Note converted in part during such period.

      Section 3.03. Payment of New Notes Called for Redemption by the Company. If a Redemption Notice has been given as provided in Section 3.02, the New Notes or portion of New Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the Redemption Date and at the place or places stated in such notice at the applicable Redemption Price, and on and after the Redemption Date (unless the Company shall default in the payment of such New Notes at the Redemption Price) Interest on the New Notes or portion of New Notes so called for redemption shall cease to accrue and, after the close of business on the second Business Day immediately preceding the Redemption Date (unless the Company shall default in the payment of such New Notes at the Redemption Price), such New Notes shall cease to be convertible into Common Stock and, except as provided in Section 7.05, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such New Notes except the right to receive the Redemption Price thereof. On presentation and surrender of such New Notes at a place of payment in said Redemption Notice, the said New Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable Redemption Price; provided that if the applicable Redemption Date is an Interest Payment Date, the Interest payable on such Interest Payment Date shall be paid on such Interest Payment Date to the holders of record of such New Notes on the applicable Record Date instead of the holders surrendering such New Notes for redemption on such date.

     Upon presentation of any New Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a New Note or New Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the New Notes so presented.

     Notwithstanding the foregoing, the Trustee shall not redeem any New Notes or mail any Redemption Notice during the continuance of a default in payment of Interest on the New Notes. If any New Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, continue to bear interest at the rate borne by the New Note, if any, compounded semi-annually, and such New Note shall remain convertible into Common Stock until the principal and Interest shall have been paid or duly provided for. The Company will notify all of the holders if the Company redeems any of the New Notes.

      Section 3.04. Conversion Arrangement on Call for Redemption. In connection with any redemption of New Notes, the Company may arrange for the purchase and conversion of any New Notes called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such New Notes by paying to the Trustee in trust for the Noteholders, on or prior to 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such New Notes, is not less than the Redemption Price of such New Notes. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such New Notes shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers. If such an agreement is entered into, any New Notes not duly surrendered for conversion by the Noteholders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Noteholders and (notwithstanding anything to the contrary contained in Article 14) surrendered by such purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee shall hold and pay to the Noteholders whose New Notes are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys deposited with it by the Company for the redemption of New Notes. Without the Trustee’s prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any New Notes shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any New Notes between the Company and such purchasers, including the costs and expenses incurred by the Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture, except in the case of the Trustee’s negligence or willful misconduct.

      Section 3.05. Repurchase of New Notes by the Company at Option of Noteholders upon a Fundamental Change.

     (a) If a Fundamental Change shall occur at any time prior to Stated Maturity, each Noteholder shall have the right, at such holder’s option, to require the Company to repurchase any or all of such holder’s New Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, on the date specified in the Fundamental Change Company Notice, which date shall be no more than thirty (30) Business Days after the date of the Fundamental Change Company Notice (subject to extension to comply with applicable law) (the “ Fundamental Change Repurchase Date ”). The Company

shall repurchase such New Notes at a price (the “ Fundamental Change Repurchase Price ”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to but excluding the Fundamental Change Repurchase Date.

     (b) On or before the thirtieth (30th) day after the occurrence of a Fundamental Change, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request 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 to a shorter period), shall mail or cause to be mailed, by first class mail, to all holders of record on such date a notice (the “ Fundamental Change Company Notice ”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Noteholders arising as a result thereof to each Noteholder at its last address as the same appears on the Note Register; provided that if the Company shall give such notice, it shall also give written notice of the Fundamental Change to the Trustee and Paying Agent, if other than the Trustee, at such time as it is mailed to Noteholders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Noteholder receives such notice. Each Fundamental Change Company Notice shall state, among other things:

     (i) the events causing the Fundamental Change;

     (ii) the date of the Fundamental Change;

     (iii) the last date on which a holder may exercise the repurchase right;

     (iv) the Fundamental Change Repurchase Price, excluding accrued and unpaid Interest, the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of Interest that will be payable with respect to the New Notes on the Fundamental Change Repurchase Date;

     (v) whether the Fundamental Change Repurchase Price will be paid in cash or shares of Common Stock;

     (vi) if shares of Common Stock will be used to pay the Fundamental Change Repurchase Price:

     (A) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and

     (B) that Noteholders will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined;

     (vii) the Fundamental Change Repurchase Date;

     (viii) the name and address of the Paying Agent and the Conversion Agent;

     (ix) that New Notes as to which a Fundamental Change Repurchase Notice has been given by the holder may be converted only if the election has been withdrawn by the holder in accordance with the terms of this Indenture; provided that the New Notes are otherwise convertible in accordance with Section 14.01;

     (x) that the holder shall have the right to withdraw any New Notes surrendered prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date (or any such later time as may be required by applicable law);

     (xi) a description of the procedures which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered New Notes;

     (xii) the CUSIP, ISIN or similar number or numbers of the New Notes (if then generally in use); and

     (xiii) briefly, the conversion rights of the New Notes and whether, at the time of such notice, the New Notes are eligible for conversion.

     No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the New Notes pursuant to this Section 3.05.

     (c) New Notes shall be repurchased pursuant to this Section 3.05 at the option of the holder upon:

     (i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a “ Fundamental Change Repurchase Notice ”) in the form set forth on the reverse of the New Note at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date (subject to extension to comply with applicable law) stating:

     (A) if certificated, the certificate numbers of the New Notes which the holder shall deliver to be repurchased;

     (B) the portion of the principal amount of the New Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and

     (C) that such New Notes shall be repurchased as of the Fundamental Change Repurchase Date pursuant to the terms and conditions specified in the New Notes and in the Indenture; and

     (ii) delivery or book-entry transfer of the New Notes to the Trustee (or other Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the City of Philadelphia, such delivery or transfer being a condition to receipt by the holder of the Fundamental Change Repurchase Price therefor; provided that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 3.05 only if the New Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any New Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error.

     If the New Notes are not in certificated form, holders must provide notice of their election in accordance with the appropriate procedures of the Depositary.

     (d) The New Notes to be repurchased pursuant to this Section 3.05 shall be paid for in cash; provided that upon the occurrence of a Fundamental Change that does not result in a Termination of Trading, the New Notes to be repurchased may be paid for, at the election of the Company, in cash or Common Stock, subject to the conditions set forth in clause (e) of this Section 3.05.

     (e) If the Company elects to pay the Fundamental Change Repurchase Price in Common Stock, the number of shares of Common Stock to be paid will equal the quotient obtained by dividing (i) the Fundamental Change Repurchase Price by (ii) 98% of the average Last Reported Sale Price of the shares of Common Stock for the five consecutive Trading Day period immediately preceding the second Business Day immediately preceding the Fundamental Change Repurchase Date, appropriately adjusted to take into account the occurrence, during the period commencing on the first Trading Day during the five Trading Day period and ending on the Fundamental Change Repurchase Date, of any event described in Section 14.06, subject to the next succeeding paragraph. The Company shall designate, in the Fundamental Change Company Notice

delivered pursuant to clause (b) of this Section 3.05, whether it will repurchase the New Notes for cash or shares of Common Stock; provided that the Company will pay cash in lieu of fractional shares of Common Stock. For purposes of determining the existence of potential fractional interests, all New Notes subject to repurchase by the Company held by a Noteholder shall be considered together (no matter how many separate certificates are to be presented). The Company may not change its election with respect to the consideration to be paid once the Company has given its Fundamental Change Company Notice to holders except as set forth below in the event of a failure to satisfy, prior to the close of business on the Business Day prior to the Fundamental Change Repurchase Date, any condition to the payment of the Fundamental Change Repurchase Price in shares of Common Stock.

     The Company shall, at least three Business Days prior to delivering the Fundamental Change Company Notice, deliver an Officers’ Certificate to the Trustee specifying:

     (i) the manner of payment selected by the Company, and

     (ii) if the Company elects to pay the Fundamental Change Repurchase Price in shares of Common Stock, that the conditions to such manner of payment set forth in this clause (e) have been or will be complied with.

     The Company’s right to exercise its election to repurchase New Notes through the issuance of shares of Common Stock shall be conditioned upon:

     (i) the Company’s giving a timely Fundamental Change Company Notice containing an election to purchase all or a specified percentage of the New Notes with shares of Common Stock as provided herein;

     (ii) the registration of such shares of Common Stock under the Securities Act and, if required, the Exchange Act;

     (iii) the listing of such shares of Common Stock on a United States national securities exchange or the quotation of such shares of Common Stock in an inter-dealer quotation system of any registered United States national securities association, in each case, if the Common Stock is then listed on a national securities exchange or quoted in an inter-dealer quotation system;

     (iv) any necessary qualification or registration of such shares of Common Stock under applicable state securities laws or the availability of an exemption from such qualification and registration; and

     (v) the receipt by the Trustee of an (i) Officers’ Certificate stating that the terms of the issuance of the shares of Common Stock are in conformity with this Indenture, (ii) an Opinion of Counsel to the effect that the shares of Common Stock to be issued by the Company in payment of the Fundamental Change Repurchase Price in respect of the New Notes have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Fundamental Change Repurchase Price in respect of the New Notes, will be validly issued, fully paid and non-assessable and (iii) an Officers’ Certificate, stating that the conditions to the issuance of the shares of Common Stock have been satisfied.

     Such Officers’ Certificate shall also set forth the number of shares of Common Stock to be issued for each $1,000 principal amount of New Notes and the Last Reported Sale Price of a share of Common Stock on each Trading Day during the period commencing on the fifth Trading Day immediately preceding but ending on the second Business Day prior to the applicable Fundamental Change Repurchase Date. If the foregoing conditions are not satisfied prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date and the Company has elected to repurchase the New Notes through the issuance of shares of Common Stock, the Company shall pay the entire Fundamental Change Repurchase Price of the New Notes in cash.

     Promptly after determination of the actual number of shares of Common Stock to be issued upon repurchase of New Notes, the Company shall be required to disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing this information or publish the information on the Company’s web site or through such other public medium as the Company may use at that time.

     All shares of Common Stock delivered upon repurchase of the New Notes shall be duly authorized, validly issued, fully paid and non-assessable.

     If a holder of a repurchased New Note is paid in shares of 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 to be issued in a name other than the holder’s name. The Trustee (or other paying agent appointed by the Company) may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the holder’s name until the Trustee (or other paying agent appointed by the Company) receives a sum sufficient to pay any tax which will be due because the shares of Common Stock are to be issued in a name other than the holder’s name. Nothing herein shall preclude any income tax withholding required by law or regulations.

      Section 3.06. Repurchase of New Notes by the Company at Option of Holders on Specified Dates. On each of July 15, 2011, July 15, 2014, July 15, 2019, July 15, 2024 and July 15, 2029 (each, a “ Company Repurchase Date ”), each holder shall have the right, at such holder’s option, to require the Company to repurchase for cash all of such holder’s New Notes, or any portion of the principal amount thereof that is an integral multiple of $1,000. The Company shall repurchase such New Notes at a price (the “ Company Repurchase Price ”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to but excluding the Company Repurchase Date.

     (a) On or before the twentieth (20th) Business Day prior to each Company Repurchase Date, the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request 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 to a shorter period), shall mail or cause to be mailed, by first class mail, to all holders of record on such date a notice (the “ Company Repurchase Notice ”) at its last address as the same appears on the Note Register, and to beneficial owners as required by applicable law; provided that if the Company shall give such notice, it shall also give written notice to the Trustee and Paying Agent, if other than the Trustee, at such time as it is mailed to Noteholders. Such 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. Each Company Repurchase Notice shall state, among other things:

     (i) the Company Repurchase Price, excluding accrued and unpaid Interest, the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of Interest that will be payable with respect to the New Notes on the Company Repurchase Date;

     (ii) the Company Repurchase Date;

     (iii) the last date on which a holder may exercise the repurchase right;

     (iv) the name and address of the Paying Agent and the Conversion Agent;

     (v) that New Notes as to which a Company Repurchase Election has been given by the holder may be converted only if the election has been withdrawn by the holder in accordance with the terms of this Indenture; provided that the New Notes are otherwise convertible in accordance with Section 14.01;

     (vi) that the holder shall have the right to withdraw any New Notes surrendered prior to the close of business on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);

     (vii) a description of the procedures which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered New Notes;

     (viii) the CUSIP, ISIN or similar number or numbers of the New Notes (if then generally in use); and

     (ix) briefly, the conversion rights of the New Notes and whether, at the time of such notice, the New Notes are eligible for conversion.

     No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the New Notes pursuant to this Section 3.06.

     (b) New Notes shall be repurchased pursuant to this Section 3.06 at the option of the holder upon:

     (i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a “ Company Repurchase Election ”) in the form set forth on the reverse of the New Note at any time from the opening of business on the twentieth (20 ^th ) Business Day preceding the Company Repurchase Date until the close of business on the Business Day immediately preceding the Company Repurchase Date stating:

     (A) if certificated, the certificate numbers of the New Notes which the holder shall deliver to be repurchased;

     (B) the portion of the principal amount of the New Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and

     (C) that such New Notes shall be repurchased as of the Company Repurchase Date pursuant to the terms and conditions specified in the New Notes and in the Indenture; and

     (ii) delivery or book-entry transfer of the New Notes to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the City of Philadelphia,

such delivery or transfer being a condition to receipt by the holder of the Company Repurchase Price therefor; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.06 only if the New Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. All questions as to the validity, eligibility (including time of receipt) and acceptance of any New Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error.

     If the New Notes are not in certificated form, holders must provide notice of their election in accordance with the appropriate procedures of the Depositary.

      Section 3.07. [Reserved].

      Section 3.08. Conditions and Procedures for Repurchase at Option of Holders.

     (a) The Company shall repurchase from the holder thereof, pursuant to Section 3.05 or Section 3.06, a portion of a New 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 repurchase of a New Note also apply to the repurchase of any portion of such New Note. Upon presentation of any New Note repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new New Note or New Notes, of any authorized denomination, in aggregate principal amount equal to the portion of the New Notes presented not repurchased.

     (b) On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04) an amount of money or Common Stock, if permitted hereunder, sufficient to repurchase on the Repurchase Date all the New Notes or portions thereof to be repurchased on such date at the Repurchase Price; provided that if such deposit is made on the Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 11:00 a.m., New York City time, on such date.

     If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds money or Common Stock, if permitted hereunder, sufficient to pay the aggregate Repurchase Price of all the New Notes or portions thereof that are to be repurchased on the Repurchase Date, then, on and after the Business Day following such date (i) such New Notes will cease to be outstanding, (ii) Interest on such New Notes will cease to accrue (whether or not book-entry

transfer of the New Notes has been made or the New Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the holders of such New Notes will terminate (other than the right to receive the Repurchase Price upon transfer or delivery of the New Notes).

     (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the New Note in respect of which such Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such New Note. Such Repurchase Price shall be paid to such holder, subject to receipt of funds and/or New Notes by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five (5) Business Days) following the later of (x) the Repurchase Date with respect to such New Note (provided the holder has satisfied the conditions in Section 3.05(c) or Section 3.06(b), as applicable) and (y) the time of book-entry transfer or delivery of such New Note to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.06(a) or Section 3.06(b), as applicable. New Notes in respect of which a Repurchase Election 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 Repurchase Election unless such notice has first been validly withdrawn.

     (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election, in whole or in part, at any time prior to the close of business on the Business Day preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying:

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

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

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

     If the New Notes are not in certificated form, holders must provide notice of their withdrawal in accordance with the appropriate procedures of the Depositary.

     The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof.

     If a Repurchase Election is given and then withdrawn pursuant to this Section 3.08(d) the Company shall have no obligation to purchase the New Notes listed in such Repurchase Election.

     (e) 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 repurchase rights of the holders of New Notes in the event of a Fundamental Change or on any Company Repurchase Date. If then required by applicable rules, the Company will file a Schedule TO or any other schedule required in connection with any offer by the Company to repurchase New Notes.

     (f) There shall be no repurchase of any New Notes pursuant to Section 3.05 or Section 3.06 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such New Notes). The Paying Agent will promptly return to the respective holders thereof any New Notes (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such New Notes) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn.

     (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 12.03, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b) exceeds the aggregate Repurchase Price of the New Notes or portions thereof which the Company is obligated to purchase as of the Repurchase Date then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereon.

     (h) In the case of a reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance to which Section 14.08 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive cash, securities or other property, 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 cash, securities or other property (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 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 New Notes to cause the Company to repurchase the New Notes following a Fundamental Change, including without limitation the applicable provisions of this Article 3 and the definition of Fundamental Change, 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 (in lieu of the Company).

ARTICLE 4

Particular Covenants of the Company and the Guarantor

      Section 4.01. Payment of Principal and Interest. The Company covenants and agrees that it will duly and punctually pay or cause to be paid the principal of (including any Redemption Price or Repurchase Price pursuant to Article 3) and Interest on each of the New Notes at the places, at the respective times and in the manner provided herein and in the New 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 New Notes may be surrendered for registration of transfer or exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the New 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.

     The Company may also from time to time designate co-registrars and one or more offices or agencies where the New 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 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, Bid Solicitation Agent and Conversion Agent, and each of the Corporate Trust Office and the office of agency of the Trustee in the City of Philadelphia 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 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 New 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 Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.04:

     (i) that it will hold all sums held by it as such agent for the payment of the principal of or Interest on the New Notes (whether such sums have been paid to it by the Company or by any other obligor on the New Notes) in trust for the benefit of the holders of the New Notes;

     (ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the New Notes) to make any payment of the principal of or Interest on the New Notes when the same shall be due and payable; and

     (iii) 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 or Interest on the New 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 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 11:00 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 or Interest on the New Notes, set aside, segregate and hold in trust for the benefit of the holders of the New Notes a sum sufficient to pay such principal 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 New Notes) to make any payment of the principal of or Interest on the New 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 Section 12.02 and Section 12.03.

     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. [Reserved]

      Section 4.07. Stay, Extension and Usury Laws. The Company and the Guarantor covenant (to the extent that they may lawfully do so) that they 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 law which would prohibit or forgive the Company or the Guarantor from paying all or any portion of the principal of or Interest on the New 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 and the Guarantor (to the extent they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they 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 4.08. 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 (which fiscal year of the Company is presently the twelve calendar months ending December 31), a 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 signer 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 signer may have knowledge.

     The Company shall deliver to the Trustee, promptly 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 4.08 shall be delivered to a Responsible Officer of the Trustee at its Corporate Trust Office.

      Section 4.09. [Reserved] .

      Section 4.10. [Reserved].

      Section 4.11. Original Issue Discount. If the Notes are issued with Tax Original Issue Discount, the Company shall notify the Trustee within a reasonable time after the date hereof if the Notes have been issued with Tax Original Issue Discount. If the Notes have been issued with Tax Original Issue Discount, the Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of Tax Original Issue Discount (including daily rates and accrual periods) accrued on outstanding New Notes as of the end of such year and (ii) such other specific information relating to such Tax Original Issue Discount as may then be required under the Internal Revenue Code of 1986, as amended from time to time, or the Treasury regulations promulgated thereunder.

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 January 1 and July 1 in each year beginning with July 1, 2007, 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 New 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 New 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 New 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 New Notes with respect to their rights under this Indenture or under the New 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 New Notes made pursuant to the Trust Indenture Act.

      Section 5.03. Reports by Trustee.

     (a) Within sixty (60) days after July 15 of each year commencing with the year 2007, the Trustee shall transmit to holders of New Notes such reports dated as of September 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 New Notes, be filed by the Trustee with each stock exchange and automated quotation system upon which the New Notes are listed and with the Company. The Company will promptly notify the Trustee in writing when the New 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 New 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 New 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 filed with 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 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 (each, an “ Event of Default ”) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing:

     (a) default in the payment of the principal of any of the New Notes as and when the same shall become due and payable either at Stated Maturity or otherwise; or

     (b) default in the payment of any installment of Interest upon any of the New Notes as and when the same shall become due and payable, and continuance of such default for a period of thirty (30) days; or

     (c) failure to provide notice of the occurrence of a Fundamental Change on a timely basis as required by Section 3.05 or fails to timely provide notice pursuant to, and in accordance with, Section 14.01(d); or

     (d) default in the Company’s obligation to convert the New Notes into Common Stock or cash upon the exercise of a holder’s rights pursuant to Article 14 and continuation of such default for a period of ten (10) days; or

     (e) default in the Company’s obligation to repurchase the New Notes at the option of a holder upon a Fundamental Change pursuant to Section 3.05 or on specified dates pursuant to Section 3.06; or

     (f) default in the Company’s obligation to redeem the New Notes after it has exercised its option to redeem; or

     (g) the assertion in writing by the Guarantor or by the Company that the Guarantee is not in full force and effect; or

     (h) failure on the part of the Company or the Guarantor duly to observe or perform any other of the covenants or agreements on the part of the Company or the Guarantor in the New Notes or in this Indenture (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section 6.01 specifically dealt with) continued for a period of sixty (60) days after the date on which written notice of such failure, requiring the Company or the Guarantor to remedy the same, shall have been given to the Company or the Guarantor by the Trustee, or to the Company or the Guarantor and a Responsible Officer of the Trustee by the holders of at least twenty-five percent (25%) in aggregate principal amount of the New Notes at the time outstanding determined in accordance with Section 8.04; or

     (i) default with respect to the Company’s or any of its Significant Subsidiaries’ Indebtedness having a principal amount then outstanding, individually or in the aggregate, of at least $25.0 million, whether such Indebtedness now exists or is hereafter incurred, which default or defaults:

     (i) shall have resulted in such Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable and such acceleration shall not have been rescinded or annulled within 60 days after the date of such acceleration; or

     (ii) shall constitute the failure to pay such Indebtedness at the final stated maturity thereof (after expiration of any applicable grace period); or

     (j) rendering of any final judgment or judgments for the payment of money in excess of $25.0 million against the Company that is not discharged for

any period of sixty (60) consecutive days during which a stay of enforcement shall not be in effect; or

     (k) commencement by the Company of a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any substantial part of the property of the Company, or consent by the Company to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the Company or general assignment by the Company for the benefit of creditors, or failure of the Company generally to pay its debts as they become due; or

     (l) commencement of an involuntary case or other proceeding against the Company seeking liquidation, reorganization or other relief with respect to the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any substantial part of the property of the Company and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty(60) consecutive days;

     then, and in each and every such case (other than an Event of Default specified in Section 6.01(k) or 6.01(l), unless the principal of all of the New Notes shall have already become due and payable, either the Trustee or the holders of not less than twenty-five percent (25%) in aggregate principal amount of the New Notes then outstanding hereunder determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Noteholders), may declare the principal of all the New Notes and any Interest accrued thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the New Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(k) or Section 6.01(l) occurs, the principal of all the New Notes and any Interest accrued thereon shall be immediately and automatically due and payable without necessity of further action. This provision, however, is subject to the conditions that if, at any time after the principal of the New Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of Interest upon all New Notes and the principal of any and all New Notes which shall have become due otherwise than by acceleration (with interest on overdue installments of Interest (to the extent that payment of such interest is enforceable under applicable law) and on such principal at the rate borne by the New Notes, to the date of such payment or deposit) and amounts due to the Trustee pursuant to Section 7.06, and if any and

all defaults under this Indenture, other than the nonpayment of principal of and accrued Interest on New Notes which shall have become due by acceleration, shall have been cured or waived pursuant to Section 6.07, then and in every such case the holders of a majority in aggregate principal amount of the New Notes then outstanding, by written notice to the Company and to the Trustee, may waive all defaults or Events of Default and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or Event of Default, or shall impair any right consequent thereon. The Company shall notify in writing a Responsible Officer of the Trustee, promptly upon becoming aware thereof, of any Event of Default.

     In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such waiver or rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the holders of New Notes, and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the holders of New Notes, and the Trustee shall continue as though no such proceeding had been taken.

      Section 6.02. Payments of New Notes on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of Interest upon any of the New Notes as and when the same shall become due and payable, and such default shall have continued for a period of thirty (30) days, or (b) in case default shall be made in the payment of the principal of any of the New Notes as and when the same shall have become due and payable, whether at maturity of the New Notes or in connection with any redemption, repurchase, acceleration, declaration or otherwise, then, upon demand of the Trustee, the Company, or the Guarantor, in accordance with Article 15, will pay to the Trustee, for the benefit of the holders of the New Notes, the whole amount that then shall have become due and payable on all such New Notes for principal or Interest, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of Interest at the rate borne by the New Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other amounts due the Trustee under Section 7.06. Until such demand by the Trustee, the Company may pay the principal of and Interest on the New Notes to the registered holders, whether or not the New Notes are overdue.

     In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such

action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor on the New Notes and collect in the manner provided by law out of the property of the Company or any other obligor on the New Notes wherever situated the monies adjudged or decreed to be payable.

     In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the New Notes under Title 11 of the United States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the Company, or such other obligor, or in the case of any other judicial proceedings relative to the Company or such other obligor upon the New Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the New Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the New Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Noteholders allowed in such judicial proceedings relative to the Company, or any other obligor on the New Notes, its or their creditors, or its or their property, and to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same after the deduction of any amounts due the Trustee under Section 7.06, and to take any other action with respect to such claims, including participating as a member of any official committee of creditors, as it reasonably deems necessary or advisable, and unless prohibited by law or applicable regulations. Any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by each of the Noteholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Trustee any amount due it for reasonable compensation, expenses, advances and disbursements, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses, advances and disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and other property which the holders of the New Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise.

     All rights of action and of asserting claims under this Indenture, or under any of the New Notes, may be enforced by the Trustee without the possession of any of the New Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the holders of the New Notes.

     In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the New Notes, and it shall not be necessary to make any holders of the New Notes parties to any such proceedings.

      Section 6.03. Application of Monies Collected by Trustee. Any monies or other property collected by the Trustee pursuant to this Article 6, or any monies or other property otherwise distributable in respect of the Company’s obligations under this Indenture, shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such monies, upon presentation of the several New Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:

     FIRST: To the payment of all amounts due the Trustee (including any predecessor Trustee) under Section 7.06;

     SECOND: In case the principal of the outstanding New Notes shall not have become due and be unpaid, to the payment of Interest on the New Notes in default in the order of the maturity of the installments of such Interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of Interest at the rate borne by the New Notes, such payments to be made ratably to the Persons entitled thereto;

     THIRD: In case the principal of the outstanding New Notes shall have become due, by declaration or otherwise, and be unpaid, to the payment of the whole amount then owing and unpaid upon the New Notes for principal and Interest, with interest on the overdue principal and (to the extent that such interest has been collected by the Trustee) upon overdue installments of Interest at the rate bor