INDENTURE

Exhibit 10.2

Execution Version

TRICO MARINE SERVICES, INC.

8.125% Secured Convertible Debentures due 2013

INDENTURE

Dated as of May  , 2009

Wells Fargo Bank, National Association, Trustee

TABLE OF CONTENTS

Exhibit A — Form of Debenture

Exhibit B — Form of Restrictive Legend for Common Stock Issued Upon Conversion

      INDENTURE dated as of May  , 2009, between TRICO MARINE SERVICES, INC., a Delaware corporation (the “ Company ”), and Wells Fargo Bank, National Association, as trustee (the “ Trustee ”).

      WHEREAS , the Company has duly authorized the creation of an issue of its 8.125% Secured Convertible Debentures due 2013 (the “ Debentures ”), having the terms, tenor, amount and other provisions hereinafter set forth, and, to provide therefor, the Company has duly authorized the execution and delivery of this Indenture; and

      WHEREAS , all things necessary to make the Debentures, when the Debentures are duly executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a valid and binding agreement of the Company, in accordance with its terms, have been done and performed, and the execution of this Indenture and the issue hereunder of the Debentures have in all respects been duly authorized,

      NOW, THEREFORE, THIS INDENTURE WITNESSETH : For and in consideration of the premises and the purchase of the Debentures by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Debentures, as follows:

ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE

      SECTION 1.01 Definitions .

     “ Additional Interest ” has the meaning specified for Additional Interest in Section 6.13 hereof.

     “ Additional Interest Notice ” has the meaning specified in Section 4.09.

     “ Additional Shares ” has the meaning specified in Section 10.04(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 Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “ Agent Members ” has the meaning specified in Section 2.08(b).

     “ Applicable Consideration ” has the meaning specified in Section 10.06(c).

     “ Asset Sale ” means any transaction, or series of related transactions, pursuant to which the Company or any of its Subsidiaries directly or indirectly sells, issues, conveys, transfers, exchanges, leases (other than operating leases and charters entered into in the ordinary course of business consistent with past practices), assigns or otherwise transfers for value to any Person

(other than (i) with respect to an Asset Sale of Collateral, the Company or any of its Subsidiaries that is a Guarantor or (ii) with respect to an Asset Sale that does not involve Collateral, the Company or any of its Subsidiaries) any property or assets (including any interests therein), whether now owned or hereinafter acquired, of the Company or any of its Subsidiaries; provided , however , that the following will not be deemed to be an Asset Sale: (i) the sale of the vessel Northern Gambler and related assets, (ii) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company in a transaction which is made in compliance with Article 5 herein and (iii) the sale, lease, conveyance, disposition or other transfer by the Company or any of its Subsidiaries of inventory in the ordinary course of business; provided , further , that an Event of Loss will be deemed an Asset Sale.

     “ Bankruptcy Law ” has the meaning specified in Section 6.01.

     “ Board of Directors ” means the Board of Directors of the Company or, other than in the case of the definition of “Continuing Directors,” any committee thereof duly authorized to act on behalf of such Board of Directors.

     “ Business Day ” means each day which is not a Legal Holiday.

     “ Capital Stock ” of any Person means any and all shares, participations or other interests in (however designated) equity of such Person, excluding any debt securities convertible into such equity.

     “ Capitalized Lease Obligations ” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

     “ Cash Equivalents ” means, as to any Person, (i) (x) Dollars and (y) in the case of any Foreign Subsidiary of the Company, Euros and such local currencies held by any such Foreign Subsidiary from time to time in the ordinary course of its business, (ii) securities issued or directly and fully guaranteed or insured by (x) in the case of a Foreign Subsidiary of the Company organized in Norway, Norway or any agency of instrumentality thereof ( provided that the full faith and credit of Norway is pledged in support thereof) and (y) in all cases, the United States or any agency or instrumentality thereof ( provided that the full faith and credit of the United States is pledged in support thereof), in either case having maturities of not more than six months from the date of acquisition, (iii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s, (iv) time deposits, certificates of deposit and bankers acceptances of any Lender (as defined in the Parent Credit Facility) or any commercial bank organized under the laws of the United States, any State thereof or any other country which is a member of the Organization for Economic Cooperation and Development and, in each case, having total assets in excess of $10,000,000,000 (or an equivalent amount in the currency of any member country), (v) repurchase obligations with a

term of not more than seven days for underlying securities of the types described in clause (ii)(y) above entered into with any bank meeting the qualifications specified in clause (iv) above, (vi) commercial paper issued by any Person incorporated in the United States rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s and in each case maturing not more than six months after the date of acquisition by such Person, (vii) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (i) through (vi) above and (viii) in the case of Foreign Subsidiaries of the Company, overnight deposits and demand deposit accounts (in the respective local currencies) maintained in the ordinary course of business.

     “ Closing Date ” means May  , 2009, the date as of which this Indenture was originally executed and delivered.

     “ Closing Sale Price ” of any share of Common Stock or any other security on any Trading Day means the closing sale price of such security (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported in composite transactions for the principal U.S. securities exchange on which such security is traded or, if such security is not listed on a U.S. national or regional securities exchange, as reported by Pink OTC Markets Inc. In the absence of such a quotation, the Closing Sale Price shall be determined by a nationally recognized securities dealer retained by the Company to make such determination. The Closing Sale Price shall be determined without reference to extended or after hours trading.

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

     “ Collateral ” means, collectively, the assets set forth on Schedule I attached hereto and such other assets that from time to time become subject to the Second Lien under any of the Security Documents (including, without limitation, such additional assets which are to be made part of the Second Lien in accordance with Section 2.3(b) of the Intercreditor Agreement.

     “ 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 Sections 10.06 and 10.13, however, shares issuable on conversion of Debentures shall include only shares of the class designated as common stock of the Company at the Closing Date (namely, the Common Stock, par value $0.01) 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.

     “ Common Stock Equivalents ” means, collectively, Options and Convertible Securities.

     “ Company ” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

     “ Company Order ” has the meaning specified in Section 2.04.

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

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

     “ Company Repurchase Notice ” has the meaning specified in Section 3.05.

     “ Company Redemption Price ” means 100% of the principal amount of the Debentures being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of Holders of record on the relevant Record Date to receive (i) interest due on the relevant interest payment date and (ii) principal payments due on the applicable Principal Payment Date).

     “ Consolidated EBITDA ” means, for any period, Consolidated Net Income for such period, before deducting therefrom (i) consolidated interest expense of the Company and its Subsidiaries for such period, (ii) provision for taxes based on income that were included in arriving at Consolidated Net Income for such period and (iii) the amount of all amortization of intangibles and depreciation to the extent that same was deducted in arriving at Consolidated Net Income for such period and without giving effect (x) to any extraordinary gains or extraordinary non-cash losses (except to the extent that any such extraordinary non-cash losses require a cash payment in a future period) and (y) to any or gains or losses from sales of assets other than from sales of inventory in the ordinary course of business; provided that , for purposes of determining the Consolidated Leverage Ratio, pro forma adjustment shall be made for any vessels acquired by or delivered to the Company or any Subsidiary thereof prior to the end of any Test Period as if such vessels were acquired or delivered on the first day of the relevant Test Period.

     “ Consolidated Indebtedness ” means, as at any date of determination, without duplication, the sum of (i) the aggregate stated balance sheet amount of all Indebtedness (but including, in any event, without limitation, the then outstanding principal amount of the Debentures, all outstanding 2027 Convertible Debentures, all Capitalized Lease Obligations and all purchase money Indebtedness) of the Company and its Subsidiaries at such time determined on a consolidated basis and (ii) the aggregate amount of all Contingent Obligations of the Company and its Subsidiaries in respect of Indebtedness described in preceding clause (i) at such time determined on a consolidated basis.

     “ Consolidated Leverage Ratio ” means, as at any date of determination, the ratio of Consolidated Net Indebtedness as at such date (after giving pro forma effect to the issuance of Indebtedness (including the use of proceeds therefrom to repay other Indebtedness of the Company or any of its Subsidiaries)) to Consolidated EBITDA for the period (the “ Test Period ”) of four consecutive Fiscal Quarters most recently ending on or before such date.

     “ Consolidated Leverage Ratio Indebtedness ” means Indebtedness incurred by the Company or any of its Subsidiaries after the date hereof in a principal amount such that the

Consolidated Leverage Ratio does not exceed 4 to 1 at the time of the incurrence of such Indebtedness.

     “ Consolidated Net Income ” means, for any period, the net income (or loss) of the Company and its Subsidiaries for such period, determined on a consolidated basis (after any deduction for minority interests), provided that the net income of any Subsidiary of the Company shall be excluded to the extent that the declaration or payment of cash dividends or similar cash distributions by that Subsidiary of that net income is not at the date of determination permitted by operation of its charter or any agreement, instrument or law applicable to such Subsidiary and the net income (or loss) of any other Person acquired by the Company or a Subsidiary of the Company in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded.

     “ Consolidated Net Indebtedness ” means, on any date, (i) Consolidated Indebtedness on such date minus (ii) unrestricted cash and Cash Equivalents of the Company and its Subsidiaries on such date.

     “ Contingent Obligation ” means, as to any Person, any obligation of such Person in respect of indebtedness as a result of such Person being a general partner of any other Person, unless the underlying obligation is expressly made non-recourse as to such general partner, and any obligation of such Person guaranteeing or intended to guarantee any indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided , however , that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Issue Date or entered into in connection with any acquisition or disposition of assets permitted by this Agreement. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

     “ Continuing Directors ” means, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on the Closing Date; or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of such new director’s nomination or election.

     “ Conversion Date ” has the meaning specified in Section 10.02.

     “ Conversion Limitation ” has the meaning specified in Section 10.15.

     “ Conversion Notice ” has the meaning specified in Section 10.02.

     “ Conversion Price ” on any date of determination means $1,000 divided by the Conversion Rate as of such date.

     “ Conversion Rate ” means initially 71.4286, subject to adjustment as set forth herein. The Conversion Rate constitutes the number of shares of Common Stock (or the Applicable Consideration or Public Acquirer Common Stock upon which the Conversion Settlement Amount receivable upon conversion of the Debentures is then based in accordance with Section 10.06 or 10.13) upon which the Conversion Settlement Amount for each $1,000 principal amount of Debentures is based from time to time.

     “ Conversion Settlement Amount ” has the meaning specified in Section 10.12(a).

     “ Convertible Securities ” means any stock or securities (other than Options) convertible into or exercisable or exchangeable for shares of Common Stock.

     “ Corporate Trust Office ” or other similar term, means the designated office of the Trustee at which at any particular time its corporate trust business as it relates to this Indenture shall be administered, which office is, at the Closing Date, located at 1445 Ross Avenue, 2nd Floor, Dallas, Texas 75202-2812 or at any other time at such other address as the Trustee may designate from time to time by notice to the Company.

     “ Credit Facilities ” means, with respect to the Company or any Subsidiary thereof, one or more credit facilities (including, without limitation, credit agreements or commercial paper facilities) providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such banks or to special purpose entities formed to borrow from such banks against such receivables) or letters of credit or bank guarantees, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time, including the agreements governing the Senior Permitted Indebtedness.

     “ Current Market Price ” has the meaning specified in Section 10.05(g)(i).

     “ Custodian ” has the meaning specified in Section 6.01.

     “ Debentureholder ” or “ Holder ” means the Person in whose name a Debenture is registered on the Registrar’s books.

     “ Debentures ” means any Debentures issued, authenticated and delivered under this Indenture, including any Global Debentures.

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

     “ Depositary ” means the clearing agency registered under the Exchange Act that is designated to act as the Depositary for the Global Debentures. DTC 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.

     “ Depositary Entity ” has the meaning specified in Section 9.04.

     “ Determination Date ” has the meaning specified in Section 10.05(k).

     “ Distributed Assets ” has the meaning specified in Section 10.05(d).

     “ Dollars ” and the sign “$” each means lawful money of the United States.

     “ Domestic Subsidiary ” means, as to any Person, each Subsidiary of such Person that is organized under the laws of the United States, any state thereof or the District of Columbia.

     “ DTC ” means The Depository Trust Company.

     “ Effective Date ” means the effective date of the applicable Fundamental Change.

     “ Equity Conditions ” means, as of each date of determination, (i) the shares of Common Stock issuable upon conversion of the Debentures shall be eligible for sale without restriction by Persons who are not Affiliates of the Company pursuant to an effective registration statement under the Securities Act or under Rule 144 of the Securities Act (or any successor rule), (ii) the Common Stock is designated for quotation on the principal securities market on which the Common Stock trades and shall not be suspended from trading on such principal market on the applicable date of determination and (iii) there shall not have occurred and be continuing a Default.

     “ Event of Default ” has the meaning specified in Section 6.01.

     “ Event of Loss ” shall mean any of the following events: (x) the actual or constructive total loss of any vessel comprising a portion of the Collateral or the agreed or compromised total loss of such a vessel; or (y) the capture, condemnation, confiscation, requisition, purchase, seizure or forfeiture of (in each case, other than temporary seizure for customs lasting no more than 90 days), or any taking of title to, any vessel comprising a portion of the Collateral. In addition, if the Company receives insurance proceeds of more than $1 million in respect of any partial loss with respect to a vessel comprising a portion of the Collateral, then to the extent that (i) the Company has not determined, within six months of such partial loss, to apply such proceeds (or an equivalent amount of funds) to repairs or improvements of the vessel in question (or another vessel comprising part of the Collateral), or (ii) such proceeds (or an equivalent amount of funds) have not been applied to repairs or improvements of the vessel in question (or another vessel comprising part of the Collateral) prior to the expiration of one year after the receipt of such proceeds, then in each case such proceeds that are not so applied shall be deemed to be proceeds of an Event of Loss for purposes of this definition.

     “‘ ex ’ date ” has the meaning specified in Section 10.05(g)(ii).

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     “ Exchange Agreements ” means the Exchange Agreements dated May 11, 2009, relating to the issuance of the Debentures, among the Company and the investors party thereto.

     “ Existing Senior Permitted Indebtedness ” means (i) $200 million of Indebtedness under the Credit Agreement, dated as of May 14, 2008 (as amended on November 3, 2008, December 15, 2008 and March 10, 2009), among Trico Supply AS, Trico Subsea Holding AS, Trico Subsea AS, Trico Shipping AS, the lenders party thereto from time to time, and Nordea Bank Finland PLC, New York Branch, as Administrative Agent and as Collateral Agent, (ii) $100 million of Indebtedness under that Credit Agreement, dated April 24, 2008 (as amended on June 24, 2008, November 3, 2008, December 15, 2008 and March 10, 2009), by and among Trico Supply AS, Trico Subsea Holding AS, Trico Subsea AS, Nordea Bank Finland PLC, New York Branch, as Administrative Agent, Book Runner and Joint Lead Arranger, Nordea Bank Norge ASA, Grand Cayman Branch and various lenders party thereto from time to time, and (iii) $35,000,000 of Indebtedness under the Parent Credit Facility (as amended on March 10, 2009, May 8, 2009 and the date hereof), each as further amended, amended and restated, supplemented or otherwise modified.

     “ Fair Market Value ” has the meaning specified in Section 10.05(g)(iii).

     “ Fiscal Quarter ” means, with respect to the Company, the fiscal quarter publicly disclosed by the Company. The Company shall confirm the ending dates of its fiscal quarters for the current fiscal year to the Trustee upon the Trustee’s request.

     “ Foreign Subsidiary ” means, as to any Person, each Subsidiary of such Person which is not a Domestic Subsidiary.

     “ Fundamental Change ” means the occurrence of any of the following after the Closing Date:

     (a) the consummation of any transaction that is disclosed in a Schedule 13D (or successor form) by any “person” and the result of which is that such “person” has become the “beneficial owner” (as these terms are defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s Capital Stock that is at the time entitled to vote by the holder thereof in the election of the Board of Directors (or comparable body); or

     (b) the first day on which a majority of the members of the Board of Directors are not Continuing Directors; or

     (c) the adoption of a plan relating to the liquidation or dissolution of the Company; or

     (d) the consolidation or merger of the Company with or into any other Person, or the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the Company’s assets and those of its subsidiaries taken as a whole to any “person” (as this term is used in Section 13(d)(3) of the Exchange Act), other than:

     (i) any transaction pursuant to which the holders of 50% or more of the total voting power of all shares of the Company’s Capital Stock entitled to vote generally in

elections of directors of the Company immediately prior to such transaction have the right to exercise, directly or indirectly, 50% or more of the total voting power of all shares of the Company’s Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person (or any parent thereof) immediately after giving effect to such transaction; or

     (ii) any merger primarily for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity; or

     (e) the termination of trading of the Common Stock, which will be deemed to have occurred if the Common Stock or other common equity interests into which the Debentures are convertible is neither listed for trading on a United States national securities exchange nor approved for listing on any United States system of automated dissemination of quotations of securities prices, and no American Depositary Shares or similar instruments for such common equity interests are so listed or approved for listing in the United States.

     However, a Fundamental Change will be deemed not to have occurred if more than 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under clauses (a) or (d) above consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded or to be traded immediately following such transaction on a U.S. national securities exchange or approved for listing on any United States system of automated dissemination of quotations of securities prices, and, as a result of the transaction or transactions, the Debentures become convertible into such common stock, depositary receipts or other certificates representing common equity interests .

     “ Fundamental Change Period ” has the meaning specified in Section 3.04(c).

     “ Fundamental Change Repurchase Date ” has the meaning specified in Section 3.04(a).

     “ GAAP ” means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in (i) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (ii) statements and pronouncements of the Financial Accounting Standards Board, (iii) such other statements by such other entity as approved by a significant segment of the accounting profession, and (iv) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

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

     “ Guarantor ” means any Subsidiary of the Company that has provided a guarantee of the Debentures.

     “ Indebtedness ” shall mean, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services, (ii) the maximum amount drawn under all letters of credit, bankers’ acceptances and similar obligations issued for the account of such Person and all unpaid drawings in respect of such letters of credit, bankers’ acceptances and similar obligations, (iii) all Indebtedness of the types described in clause (i), (ii), (iv), (v) or (vi) of this definition secured by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such Person ( provided that, if the Person has not assumed or otherwise become liable in respect of such Indebtedness, such Indebtedness shall be deemed to be in an amount equal to the fair market value of the property to which such Lien relates as determined in good faith by such Person), (iv) the aggregate amount of all Capitalized Lease Obligations of such Person, (v) all obligations of such Person to pay a specified purchase price for goods or services, whether or not delivered or accepted, i.e. take-or-pay and similar obligations, except for such obligations relating to vessel charters, (vi) all Contingent Obligations of such Person and (vii) all net obligations under any Interest Rate Protection Agreement, Other Hedging Agreement or under any similar type of agreement except, in each case, for such agreements entered into in the ordinary course of business and not for speculative purposes; provided that Indebtedness shall in any event not include (x) trade payables and expenses accrued in the ordinary course of business or (y) milestone payments and similar obligations incurred by any Person under any vessel purchase contract.

     “ Indenture ” means this Indenture as amended or supplemented from time to time.

     “ Intercreditor Agreement ” means the Intercreditor Agreement dated the Issue Date among the Company, Trico Marine Assets, Inc., a Delaware corporation, Trico Marine Operators, Inc., a Louisiana corporation, the Trustee and Nordea Bank Finland plc, New York Branch, as amended, restated, modified or supplemented in accordance with the terms thereof.

     “ interest ” means, when used with reference to the Debentures, any interest payable under the terms of the Debentures, including defaulted interest and Additional Interest, if any, payable under Section 6.13 hereof.

     “ Interest Rate Protection Agreement ” shall mean any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement or other similar agreement or arrangement.

     “ Interest Make-Whole ” means with respect to each $1,000 principal amount of Debentures, a payment in cash equal to the sum of, without duplication, (i) the amount of any interest that, but for the Holder’s exercise of its conversion right pursuant to Section 10.01, would have accrued under the Debentures at the Interest Rate for the period from the applicable Conversion Date through February 1, 2013, discounted to the present value of such interest using a discount rate equal to the interest rate of U.S. Treasury Bonds with equivalent remaining terms from the applicable Conversion Date through February 1, 2013 and (ii) the amount of interest accrued and unpaid on such $1,000 of principal amount converted from the last interest payment date through the relevant Conversion Date.

     “ Issue Date ” means the date of initial issuance of Debentures pursuant to this Indenture.

     “ Legal Holiday ” has the meaning specified in Section 11.08.

     “ Liens ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

     “ Make-Whole Applicable Increase ” has the meaning specified in Section 10.04(c).

     “ Make-Whole Consideration ” has the meaning specified in Section 10.04(c).

     “ Market Disruption Event ” means (i) a failure by the primary United States national securities exchange or market on which the Common Stock is listed, admitted to trading or quoted to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. (New York City time) on any 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.

     “ Maturity Date ” means February 1, 2013.

     “ Net Cash Proceeds ” means, with respect to any Asset Sale, the cash proceeds received by the Company or any of its Subsidiaries from such Asset Sale net of:

     (a) all out-of-pocket expenses and fees relating to such Asset Sale (including legal, accounting and investment banking fees and sales commissions);

     (b) taxes paid or payable in connection with such Asset Sale; and

     (c) amounts (i) used to repay Indebtedness that is required to be repaid or otherwise required to be retained or identified for the benefit of a lender, or (ii) by which any commitment for revolving indebtedness is required to be permanently reduced, each in connection with such Asset Sale.

     “ Non-Stock Change of Control ” means a transaction described under clause (a) or clause (d) in the definition of Fundamental Change pursuant to which 10% or more of the consideration for Common Stock (other than cash payments for fractional shares, if applicable, and cash payments made in respect of dissenters’ appraisal rights) in such transaction consists of cash or securities (or other property) that are not shares of common stock, depositary receipts or other certificates representing common equity interests traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange.

     “ Non-Stock Change of Control Conversion ” has the meaning specified in Section 10.04(b).

     “ Nordea Indebtedness ” means Indebtedness incurred by the Company or any of its Subsidiaries under a credit agreement or facility in which Nordea Bank Finland plc, New York Branch, or any of its Affiliates, is a lender and that is outstanding on the Issue Date (including any extensions, refinancings and renewals thereof (x) excluding any extension, refinancing or renewals that result in any increase in the principal amount of such Indebtedness (except to the extent expressly permitted by the Intercreditor Agreement) and (y) except to the extent such extension, refinancing or renewal otherwise violates any term or condition herein, in any Security Document or in the Intercreditor Agreement).

     “ Officer ” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company.

     “ Officers’ Certificate ” means a certificate signed by two Officers. One of the officers executing an Officers’ Certificate in accordance with Section 4.06 shall be the chief executive, financial or accounting officer of the Company.

     “ Opinion of Counsel ” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

     “ Options ” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

     “ Other Hedging Agreement ” shall mean any foreign exchange contracts, currency swap agreements, commodity agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency or commodity values.

     “ Parent Credit Facility ” means that certain Amended and Restated Credit Agreement dated as of August 29, 2008 among the Company, as borrower, Trico Marine Assets, Inc. and Trico Marine Operators, Inc., as Guarantors, Nordea Bank Finland PLC, New York Branch, as Administrative Agent, Lead Arranger and Book Runner, and various lenders party from time to time thereto, as amended, together with any Interest Rate Protection Agreements or Other Hedging Agreements permitted to be entered into pursuant thereto and which constitute secured obligations thereunder.

     “ Paying Agent ” has the meaning specified in Section 2.05.

      “ Permitted Indebtedness ” means (A) unsecured Indebtedness incurred by the Company or any of its Subsidiaries that is made expressly subordinate in right of payment to the Indebtedness evidenced by the Debentures that does not provide at any time for the fixed payment, prepayment, repayment, redemption, repurchase or defeasance, directly or indirectly, of any principal or premium, if any, thereon until at least ninety-one (91) days after February 1, 2013, (B) Indebtedness secured by Permitted Liens, (C) Indebtedness outstanding on the Issue Date, (D) Senior Permitted Indebtedness, (E) Indebtedness related to the financing and delivery of the MV Cyngus (a multipurpose ROV/trencher construction vessel, model ST-256 L, designed by Skipsteknisk and being built by Fosen shipyard AS) in an aggregate amount not to exceed $83,000,000, (F) Consolidated Leverage Ratio Indebtedness, (G) Indebtedness evidenced by the Debentures, (H) Indebtedness with Sparebank 1 SR Bank, as lender (the “ SR Indebtedness ”),

existing on the Issue Date, (I) inter-company Indebtedness and (J) extensions, refinancings and renewals of any of the foregoing items, including the items so extended, refinanced and renewed, of Permitted Indebtedness, provided that (i) the principal amount is not increased (except in amounts needed to pay fees and expenses) or (ii) with respect to all Permitted Indebtedness (other than Existing Senior Permitted Indebtedness, SR Indebtedness and Nordea Indebtedness), the terms are not modified (A) such that the average maturity of such indebtedness is decreased unless the average maturity as so decreased falls after the Maturity Date, (B) to increase the interest rate by more than 800 basis points above LIBOR, (C) to increase such indebtedness by more than 10% or (D) to provide a prepayment premium with respect to the prepayment or redemption of such indebtedness in excess of 101% of the principal amount of such indebtedness then outstanding; provided , that except for such Permitted Indebtedness of the Company outstanding and convertible into Common Stock as of the date hereof, none of the foregoing Indebtedness shall under any circumstances be, in whole or in part, convertible into, or exchangeable or exercisable for, shares of Common Stock or Common Stock Equivalents unless (x) the Closing Sale Price of the Common Stock at the time such Indebtedness is created, incurred, issued, assumed or guaranteed was at least $8.50 (as adjusted for stock splits, recapitalizations and similar events) per share of Common Stock on the date such indebtedness was created, incurred, issued, assumed or guaranteed and (y) the Volume Weighted Average Price of the Common Stock was at least $8.50 (as adjusted for stock splits, recapitalizations and similar events) on each trading day during the 30-day period prior to the creation, incurrence, issuance, assumption or guarantee of such Permitted Indebtedness.

     “ Permitted Liens ” means (i) any Lien securing the Debentures, (ii) any Lien existing on the Issue Date or securing Indebtedness existing on the Issue Date and any extension, renewal or refinancing of such indebtedness; provided , that with respect to Liens securing the Collateral, such Liens will only be permitted pursuant to this clause (ii) of this definition if they are set forth in Annex A hereto; (iii) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (iv) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (v) any Lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (vi) Liens (A) upon or in any equipment or vessel acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment, vessel or indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment or vessel, or (B) existing on such equipment or vessel at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such equipment or vessel (including, without limitation, assignments of the related earnings and insurances), (vii) leases or subleases and licenses and sublicenses granted to others in the ordinary course of the Company’s business, not interfering in any material respect with the business of the Company and its Subsidiaries taken as a whole, (viii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods), (ix) Liens securing the Senior Permitted Indebtedness; provided , that with respect to Liens on the Collateral, clause (ix) of this definition only applies to Liens permitted under Section 4.11(b)(ii)(A), (x) Liens securing Interest Rate Protection Agreements and Other Hedging Agreements, (xi) Liens securing Consolidated Leverage Ratio Indebtedness, (xii) Liens incurred

in connection with bonds posted for litigation and (xiii) Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clauses (i), (ii), (vi) and (xi) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase (except for expenses and fees associated with such extension, renewal or refinancing).

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

     “ PORTAL Market ” means The PORTAL Market operated by the Nasdaq Stock Market or any successor thereto.

     “ principal ” of a Debenture means the then outstanding and unpaid principal of the Debenture plus the premium, if any, payable on the Debenture that is due or overdue or is to become due at the relevant time.

     “ Principal Payment Date ” means (i) with respect to any principal installment payment on the Debentures, the date specified in the Installment Payment Schedule attached to the Debentures and (ii) with respect to any payment of principal pursuant to Section 1(d) of the Debentures, the fifth calendar day following the Record Date for the Asset Sale triggering such payment.

     “ protected purchaser ” has the meaning specified in Section 2.09.

     “ Public Acquirer Change of Control ” means a Non-Stock Change of Control in which the acquirer has a class of common stock (or depositary receipts or shares in respect thereof) traded on a U.S. national securities exchange or that shall be so traded or quoted when issued or exchanged in connection with such Non-Stock Change of Control (the “ Public Acquirer Common Stock ”). If an acquirer does not itself have a class of common stock (or depositary receipts or shares in respect thereof) satisfying the foregoing requirement, it shall be deemed to have Public Acquirer Common Stock (or depositary receipts or shares in respect thereof) if a corporation that directly or indirectly owns at least a majority of the acquirer has a class of common stock (or depositary receipts or shares in respect thereof) satisfying the foregoing requirement, provided that such majority-owning corporation fully and unconditionally guarantees the Debentures, in which case all references to Public Acquirer Common Stock shall refer to such class of common stock. Majority owned for these purposes means having “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of all shares of the respective entity’s capital stock that are entitled to vote generally in the election of directors.

     “ Public Acquirer Common Stock ” has the meaning specified in the definition of Public Acquirer Change of Control.

     “ Purchased Shares ” has the meaning specified in Section 10.05(f).

     “ Record Date ” (i) with respect to any interest payment date of the Debentures, means the May 1 and November 1 preceding the applicable May 15 and November 15 interest payment date, respectively, (ii) with respect to any principal installment payment on the Debentures (other than at the final Maturity Date), means the fifteenth calendar day of the month preceding the applicable Principal Payment Date, (iii) with respect to any payment of principal pursuant to Section 1(d) of the Debentures, means the tenth calendar day following the date the Asset Sale triggering such payment is consummated and (iv) with respect to the Conversion Rate adjustment as provided in Section 10.05, has the meaning specified in Section 10.05(g).

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

     “ Register ” has the meaning specified in Section 2.05.

     “ Registrar ” has the meaning specified in Section 2.05.

     “ Repurchase Notice ” has the meaning specified in Section 3.04(c).

     “ Restricted Interests ” has the meaning specified in Section 4.13(a).

     “ Restricted Securities ” has the meaning specified in Section 2.08(c).

     “ Rule 144A ” means Rule 144A as promulgated under the Securities Act as it may be amended from time to time hereafter.

     “ SEC ” means the Securities and Exchange Commission.

     “ Second Lien ” means the liens in favor of the Trustee, on behalf of the Holders, on the Collateral granted under the Security Documents and subject to the terms of the Intercreditor Agreement, which the Company and the Trustee agree (subject to the proper filing of the financing statements and mortgages) will as of the Issue Date rank second in priority on the Collateral (except with respect to the Liens set forth on Annex A) and thereafter will rank (a) second in priority on the Collateral to the extent any Liens permitted under Section 4.11(b)(ii)(A) remain outstanding and (b) first in priority on the Collateral to the extent no Liens permitted under Section 4.11(b)(ii)(A) remain outstanding, in each case, except with respect to (x) the Liens set forth on Annex A, (y) the Liens described in clauses (iii) — (v) and (vii) — (viii) of the definition of “Permitted Liens” and (z) solely with respect to Collateral that is not set forth on Schedule I (or improvements or repairs to the Collateral set forth on Schedule I), the Liens described in clause (vi) of the definition of “Permitted Liens”).

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

     “ Security Documents ” means, collectively, all security agreements, mortgages, deeds of trust, collateral assignments or other instruments evidencing or creating the Second Lien, together with the Intercreditor Agreement, in each case as they may be amended, supplemented or modified from time to time in accordance with their respective terms and the terms of this Indenture.

     “ Senior Permitted Indebtedness ” means Indebtedness under one or more Credit Facilities to which the Company and/or any Subsidiary of the Company is a party or obligated with respect thereto whether as borrower, issuer, guarantor or otherwise, provided that the outstanding principal amount thereof at any time shall not exceed $350,000,000 at any one time outstanding.

     “ Settlement Shares ” has the meaning specified in Section 10.12(a).

     “ Significant Subsidiary ” means any Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02(w) under Regulation S-X promulgated by the SEC.

     “ Spin-Off ” has the meaning specified in Section 10.05(d).

     “ Spin-Off Valuation Period ” has the meaning specified in Section 10.05(d).

     “ SR Indebtedness ” has the meaning specified in the definition of Permitted Indebtedness.

     “ Stock Price ” has the meaning specified in Section 10.04(c).

     “ Subsidiary ” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) 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 (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.

     “ TIA ” or “ Trust Indenture Act ” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended, as in effect on the date of this Indenture.

     “ Trading Day ” has the meaning specified in Section 10.05(g)(v).

     “ Trigger Event ” has the meaning specified in Section 10.05(d).

     “ Trust Officer ” means any officer within the Corporate Trust Office of the Trustee with direct responsibility for the administration of this Indenture.

     “ Trustee ” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

     “ 2027 Convertible Debentures ” means the $150,000,000 principal amount of the Company’s 3.00% Senior Convertible Debentures due 2027 issued pursuant to the 2027 Indenture.

     “ 2027 Indenture ” means that certain Indenture, dated as of February 7, 2007 between the Company, as issuer, and Wells Fargo Bank, National Association, as trustee, pursuant to which the Company issued the 2027 Convertible Debentures.

     “ 2028 Convertible Debentures ” means the $300,000,000 principal amount of the Company’s 6.50% Senior Convertible Debentures due 2028 issued pursuant to the 2028 Indenture.

     “ 2028 Indenture ” means that certain Indenture, dated as of March 15, 2008 between the Company, as issuer, and Wells Fargo Bank, National Association, as trustee, pursuant to which the Company issued the 2028 Convertible Debentures.

     “ Uniform Commercial Code ” means the New York Uniform Commercial Code as in effect from time to time.

     “ Volume Weighted Average Price ” on any Trading Day means (i) with respect to the Common Stock, the per share volume weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg Page TRMA<equity>AQR (or its equivalent successor if such page is not available) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day or, if such Volume Weighted Average Price is unavailable or such page or its equivalent is unavailable, the volume weighted average price of each trade in the Common Stock during such Trading Day between 9:30 a.m. and 4:00 p.m., New York City time, on The Nasdaq Global Select Market or, if the Common Stock is not traded on The Nasdaq Global Select Market, the principal U.S. national or regional securities exchange on which the Common Stock is listed, as calculated by a nationally recognized independent investment banking firm retained for this purpose by the Company or (ii) with respect to any Applicable Consideration or Public Acquirer Common Stock, the volume weighted average price per unit of Applicable Consideration or share of Public Acquirer Common Stock, as applicable, as determined in a manner substantially consistent with the manner in which the “ Volume Weighted Average Price ” of a share of Common Stock is to be determined in accordance with clause (i) as determined in good faith by the Company.

      SECTION 1.02 Incorporation by Reference of Trust Indenture Act . The following TIA terms have the following meanings:

     “ Commission ” means the SEC.

     “ indenture securities ” means the Debentures.

     “ indenture security holder ” means a Debentureholder.

     “ indenture to be qualified ” means this Indenture.

     “ indenture trustee ” or “ institutional trustee ” means the Trustee.

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

     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

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

     (1) a term has the meaning assigned to it;

     (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

     (3) “or” is not exclusive;

     (4) “including” means including without limitation; and

     (5) words in the singular include the plural and words in the plural include the singular.

ARTICLE 2
THE DEBENTURES

      SECTION 2.01 Designation, Amount and Issuance of Debentures . The Debentures shall be designated as “8.125% Secured Convertible Debentures due 2013”. The Debentures will be issued in an aggregate principal amount not to exceed $202,012,000 on the Closing Date, plus up to an additional $800,000 aggregate principal amount that may be issued in exchange for 2028 Convertible Debentures that remain outstanding after the Closing Date. Debentures may be executed by the Company and delivered to the Trustee for authentication as provided in Section 2.04.

      SECTION 2.02 Form of the Debentures . The Debentures and the Trustee’s certificate of authentication to be borne by such Debentures shall be substantially in the form set forth in Exhibit A hereto. The terms and provisions contained in the form of Debentures 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 Debentures 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 for the Global Debentures, the Depositary or by the Financial Industry Regulatory Authority in order for the Debentures to be tradable on the PORTAL Market or as may be required for the Debentures to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Debentures may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Debentures are subject.

     So long as the Debentures are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all of the Debentures will be represented by one or more Debentures in global form registered in the name of the Depositary or the nominee of the Depositary (“ Global Debentures ”). The transfer and

exchange of beneficial interests in any such Global Debentures shall be effected through the Depositary in accordance with the applicable procedures of the Depositary; and beneficial interests in the Global Debentures shall be subject to all rules and procedures of the Depositary. Except as provided in Section 2.08(b), beneficial owners of a Global Debenture shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Debenture.

     Any Global Debentures shall represent such of the outstanding Debentures as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Debentures from time to time endorsed thereon and that the aggregate amount of outstanding Debentures 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 Debenture to reflect the amount of any increase or decrease in the amount of outstanding Debentures represented thereby shall be made by the Trustee or the custodian for the Global Debenture, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Debentures in accordance with this Indenture. Payment of principal of, interest on and premium, if any, on any Global Debentures shall be made to the Depositary in immediately available funds.

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

     On the Maturity Date, each Holder shall be entitled to receive on such date the principal amount of its Debentures then outstanding and accrued and unpaid interest to, but not including, the Maturity Date. With respect to Global Debentures, such principal and interest will be paid to the Depositary in immediately available funds. With respect to any certificated Debentures, such principal and interest will be payable at the Company’s office or agency maintained for that purpose, which initially will be the office or agency of the Trustee located at 1445 Ross Avenue, 2 ^nd Floor, Dallas, Texas 75202-2812.

     The Person in whose name any Debenture is registered on the Register at 5:00 p.m., New York City time, on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, except that the interest payable upon maturity will be payable to the Person to whom principal is payable upon maturity.

     The Company shall pay interest (i) on any Global Debentures by wire transfer of immediately available funds to the account of the Depositary or its nominee, (ii) on any Debentures in certificated form having a principal amount of less than $2,000,000, by check mailed to the address of the Person entitled thereto as it appears in the Register, provided , however , that at maturity interest will 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 and (iii) on any Debentures in certificated form having a principal amount of $2,000,000 or more, by

wire transfer to an account in the United States in immediately available funds at the election of the Holder of such Debentures duly delivered to the trustee at least five Business Days prior to the relevant interest payment date, provided , however , that at maturity interest will 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. If a payment date is not a Business Day, payment shall be made on the next succeeding Business Day, and no additional interest shall accrue thereon.

      SECTION 2.04 Execution and Authentication . One or more Officers shall sign the Debentures for the Company by manual or facsimile signature.

     If an Officer whose signature is on a Debenture no longer holds that office at the time the Trustee authenticates the Debenture, the Debenture shall be valid nevertheless.

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

     The Trustee shall authenticate and make available for delivery Debentures for original issue, upon receipt of a written order or orders of the Company signed by an Officer or by any Assistant Treasurer of the Company or any Assistant Secretary of the Company (a “ Company Order ”) pursuant to the Exchange Agreements, in the aggregate principal amount of up to $202,012,000 on the Closing Date, plus up to an additional $800,000 aggregate principal amount that may be issued in exchange for 2028 Convertible Debentures that remain outstanding after the Closing Date. The Company Order shall specify the amount of Debentures to be authenticated and shall state the date on which such Debentures are to be authenticated.

     The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Debentures. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

      SECTION 2.05 Registrar and Paying Agent . The Company shall maintain an office or agency where Debentures may be presented for registration of transfer or for exchange (the “ Registrar ”) and an office or agency where Debentures may be presented for payment (the “ Paying Agent ”). The Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Registrar shall keep a register of the Debentures (the “ Register ”) and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrars. The Company initially appoints the Trustee as (i) Registrar and Paying Agent in connection with the Debentures, (ii) the custodian with respect to the Global Debentures and (iii) conversion agent.

     The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The

agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized wholly owned Subsidiaries may act as Paying Agent or Registrar.

     The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided , however , that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided , however , that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

      SECTION 2.06 Paying Agent to Hold Money in Trust . Prior to each due date of the principal and interest on any Debenture, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary thereof is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Debentureholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Debentures and shall notify the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

      SECTION 2.07 Debentureholder Lists . The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Debentureholders. If the Trustee is not the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Debentureholders.

      SECTION 2.08 Exchange and Registration of Transfer of Debentures; Restrictions on Transfer . (a) The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debentures and of transfers of Debentures. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time.

     Upon surrender for registration of transfer of any Debentures to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.08, the

Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture.

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

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

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

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

     Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Debentures for a period of fifteen calendar days next preceding date of mailing of a notice of redemption, (b) any Debentures or portions thereof called for redemption pursuant to Section 3.02, except for the unredeemed portion of any Debentures being redeemed in part, (c) any Debentures or portions thereof surrendered for conversion pursuant to Article 10 or (d) any Debentures or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.04.

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

     (i) Each Global Debenture 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 for the Global Debentures therefor, and each such Global Debenture shall constitute a single Debenture for all purposes of this Indenture.

     (ii) Notwithstanding any other provision in this Indenture, no Global Debenture may be exchanged in whole or in part for Debentures registered, and no transfer of a Global Debenture 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 (x) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Debenture or (y) has ceased to be a clearing agency registered under the Exchange Act, and a successor depositary has not been appointed by the Company within 90 calendar days, or

     (B) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Debentures represented by Global Debentures.

Any Global Debentures exchanged pursuant to this Section 2.08(b)(ii) shall be so exchanged in whole and not in part.

     (iii) In addition, certificated Debentures will be issued in exchange for beneficial interests in a Global Debenture upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to enforce its rights under the Debentures or this Indenture, including its rights following the occurrence of an Event of Default.

     (iv) Debentures issued in exchange for a Global Debenture or any portion thereof pursuant to clause (ii) or (iii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Debentures 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 Debentures to be exchanged shall be surrendered by the Depositary to the Trustee, as Registrar, provided that pending completion of the exchange of a Global Debenture, the Trustee acting as custodian for the Global Debentures for the Depositary or its nominee with respect to such Global Debentures, shall reduce the principal amount thereof, 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 Debentures issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof.

     (v) In the event of the occurrence of any of the events specified in clause (ii) above or upon any request described in clause (iii) above, the Company will promptly make available to the Trustee a sufficient supply of certificated Debentures in definitive, fully registered form, without interest coupons.

     (vi) 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 Debentures 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 Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such

nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Debentures.

     (vii) At such time as all interests in a Global Debenture have been redeemed, repurchased, converted, cancelled or exchanged for Debentures in certificated form, such Global Debenture shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the custodian for the Global Debenture. At any time prior to such cancellation, if any interest in a Global Debenture is redeemed, repurchased, converted, cancelled or exchanged for Debentures in certificated form, the principal amount of such Global Debenture shall, in accordance with the standing procedures and instructions existing between the Depositary and the custodian for the Global Debenture, be appropriately reduced, and an endorsement shall be made on such Global Debenture, by the Trustee or the custodian for the Global Debenture, at the direction of the Trustee, to reflect such reduction.

     (c) Every Debenture (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.08(c) to bear the legend set forth in this Section 2.08(c) (together with any Common Stock issued upon conversion of the Debentures and required to bear the legend set forth in Exhibit B , collectively, the “ Restricted Securities ”) shall be subject to the restrictions on transfer set forth in this Section 2.08(c) (including those set forth in the legend below and the legend set forth in Exhibit B ) unless such restrictions on transfer shall be waived by written consent of the Company following receipt of legal advice supporting the permissibility of the waiver of such transfer restrictions, and the holder of each such Restricted Security, by such holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.08(c), the term “transfer” means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein.

     Until May 16, 2009, (the “ 144 Holding Period ”), any certificate evidencing a Restricted Security shall bear a legend in substantially the following form (or as set forth in Exhibit B , in the case of Common Stock issued upon conversion of the Debentures), unless such Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the Company in writing as set forth above, with written notice thereof to the Trustee:

     THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT OF 1933 ”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF OR A BENEFICIAL INTEREST HEREIN, THE HOLDER:

     (1) AGREES THAT IT WILL NOT, PRIOR TO MAY 16, 2009, RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK THAT MAY BE ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OF 1933, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (D) PURSUANT TO ANY OTHER EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, INCLUDING UNDER RULE 144, IF AVAILABLE, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH TRANSFER, TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND THE TRUSTEE; AND

     (2) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 1(A) AND 1(C) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     In connection with any transfer of the Debentures prior to the expiration of the 144 Holding Period applicable to sales of the Debentures under Rule 144 under the Securities Act (other than a transfer pursuant to clause 2(C) of the legend set forth above), the Holder must complete and deliver the transfer certificate contained in this Indenture to the Trustee (or any successor Trustee, as applicable). If the proposed transfer is pursuant to clause 2(D) of the legend set forth above, the Holder must, prior to such transfer, furnish to the Trustee (or any successor Trustee, as applicable), such certifications, legal opinions or other information as the Company may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Trustee shall make the transfers pursuant to clause 2(D) of the legend set forth above only upon written confirmation from the Company that the certifications, legal opinions or other information furnished to the Trustee are satisfactory to the Company. The legend set forth above will be removed upon the earlier of the transfer of the Debentures evidenced thereby pursuant to clause 2(C) of the legend set forth above or the expiration of the 144 Holding Period.

     Any Debentures that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Debentures for exchange to the Registrar in accordance with the provisions of this Section 2.08(c), be exchanged for a new Debenture or Debentures, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.08(c). If such Restricted Security surrendered for exchange is represented by a Global Debenture bearing the legend set forth in this Section 2.08(c), the principal amount of the legended Global Debentures shall be reduced by the appropriate principal amount and the principal amount of a Global Debenture without the legend set forth in this Section 2.08(c) shall be increased by an equal principal

amount. If a Global Debenture without the legend set forth in this Section 2.08(c) is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Debentures to the Depositary.

     (d) Prior to the expiration of the 144 Holding Period, any Restricted Securities, purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction which results in such Debentures or Common Stock, as the case may be, no longer being “restricted securities” (as defined under Rule 144).

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

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

      SECTION 2.09 Replacement Debentures . If a mutilated Debenture is surrendered to the Registrar or if the Debentureholder of a Debenture claims that the Debenture has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Debenture if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Debentureholder (i) satisfies the Company and the Trustee within a reasonable time after he has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (ii) makes such request to the Company and the Trustee prior to the Debenture being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “ protected purchaser ”) and (iii) satisfies any other reasonable requirements of the Trustee and the Company. If required by the Trustee or the Company, such Debentureholder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss that any of them may suffer if a Debenture is replaced. The Company and the Trustee may charge the Debentureholder for their expenses in replacing a Debenture. In

case any Debenture which has matured or is about to mature or has been called for redemption or has been properly tendered for repurchase on a Fundamental Change Repurchase Date (and not withdrawn), or is to be converted into Common Stock, shall become mutilated or be destroyed, lost or wrongfully taken, the Company may, instead of issuing a substitute Debenture, 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 Debenture), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or in connection with such substitution, and, in every case of destruction, loss or wrongful taking, 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 wrongful taking of such Debentures and of the ownership thereof.

     Every replacement Debenture is an additional obligation of the Company.

     The provisions of this Section 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Debentures.

      SECTION 2.10 Outstanding Debentures . Debentures outstanding at any time are all Debentures authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Debenture does not cease to be outstanding because the Company or an Affiliate of the Company holds the Debenture.

     If a Debenture is replaced pursuant to Section 2.09, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Debenture is held by a protected purchaser.

     If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date, repurchase date or Maturity Date money sufficient to pay all principal and interest payable on that date with respect to the Debentures (or portions thereof) to be redeemed, repurchased or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Debentureholders on that date pursuant to the terms of this Indenture, then on and after that date such Debentures (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

      SECTION 2.11 Temporary Debentures . Pending the preparation of Debentures 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 Debentures (printed or lithographed). Temporary Debentures shall be issuable in any authorized denomination, and substantially in the form of the Debentures in certificated form, but with such omissions, insertions and variations as may be appropriate for temporary Debentures, all as may be determined by the Company. Every such temporary Debenture 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

Debentures in certificated form. Without unreasonable delay, the Company will execute and deliver to the Trustee or such authenticating agent Debentures in certificated form and thereupon any or all temporary Debentures 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 Debentures an equal aggregate principal amount of Debentures 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 Debentures shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Debentures in certificated form authenticated and delivered hereunder.

      SECTION 2.12 Cancellation . The Company at any time may deliver Debentures to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Debentures surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Debentures surrendered for registration of transfer, exchange, payment or cancellation and dispose of such canceled Debentures in accordance with its customary procedures or deliver canceled Debentures to the Company. The Company may not issue new Debentures to replace Debentures it has redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Debentures in place of canceled Debentures other than pursuant to the terms of this Indenture.

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

ARTICLE 3
REDEMPTION AND REPURCHASE OF DEBENTURES

      SECTION 3.01 Optional Redemption of Debentures .

     (a) The Debentures may be redeemed at the Company’s option as provided in Section 5 of the Debentures.

     (b) The Company may not redeem any Debentures if a Default in the payment of interest on the Debentures has occurred and is continuing.

      SECTION 3.02 Company Redemption Election Notice; Selection of Debentures to be Redeemed . In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Debentures pursuant to Section 3.01, it shall fix a date for redemption (which shall be a Business Day) (the “ Company Redemption Date ”) and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter

period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be mailed, 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 (the “ Company Redemption Election Notice ” and the date such notice is given, the “ Redemption Election Notice Date ”) not fewer than 30 calendar days nor more than 60 calendar days prior to the Company Redemption Date to each Holder of Debentures so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also deliver any Company Redemption Election Notice to the Trustee, provided that the text of the Company Redemption Election Notice shall be prepared by the Company. Such mailing shall be by first class mail. A Company Redemption Election Notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such Company Redemption Election Notice. In any case, failure to give such Company Redemption Election Notice by mail or any defect in such Company Redemption Election Notice to the Holder of any Debentures designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debentures.

Each such Company Redemption Election Notice shall specify:

     (1) the aggregate principal amount of Debentures to be redeemed;

     (2) the CUSIP number or numbers of the Debentures being redeemed;

     (3) the Company Redemption Date;

     (4) the Company Redemption Price;

     (5) the place or places of payment and that payment will be made upon presentation and surrender of such Debentures;

     (6) that interest accrued and unpaid to, but excluding, the Company Redemption Date will be paid as specified in said Company Redemption Election Notice, and that on and after said Company Redemption Date interest thereon or on the portion thereof to be redeemed will cease to accrue (unless the Company shall default in the payment of such Debentures at the Company Redemption Price);

     (7) that the Holder has a right to convert the Debentures called for redemption at any time before 5:00 p.m., New York City time, on the Business Day immediately preceding said Company Redemption Date;

     (8) the Conversion Rate on the date of such Company Redemption Election Notice; and

     (9) the calculation of the Interest Make-Whole, if any, that would be due if the Debentures called for redemption were converted on the Business Day immediately preceding said Company Redemption Date.

     If fewer than all the Debentures are to be redeemed, the Company Redemption Election Notice shall identify the Debentures to be redeemed (including CUSIP numbers, if any). In case

any Debentures are to be redeemed in part only, the Company Redemption Election 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 Debentures, a new Debentures or Debentures in principal amount equal to the unredeemed portion thereof will be issued.

     Whenever any Debentures are to be redeemed, the Company will give the Trustee written notice of such Company Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Debentures to be redeemed not fewer than 35 calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Company Redemption Date.

     On or prior to the Company Redemption Date specified in the Company Redemption Election Notice given as provided in this Section 3.02, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.06) an amount of money in immediately available funds sufficient to redeem on such Company Redemption Date all the Debentures (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion) at the appropriate redemption price, together with accrued and unpaid interest to, but excluding, the Company Redemption Date; provided that if such payment is made on the Company Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. If any Debentures called for redemption are converted pursuant hereto prior to such Company Redemption Date, any money deposited with the Paying Agent or so segregated and held in trust for the redemption of such Debentures shall be paid to the Company or, if then held by the Company, shall be discharged from such trust.

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

     Upon any redemption of less than all of the outstanding Debentures, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Debentures that are unconverted and outstanding at the time of redemption, treat as outstanding any Debentures surrendered for conversion during the period of fifteen calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Debentures authenticated and delivered during such period in exchange for the unconverted portion of any Debentures converted in part during such period.

      SECTION 3.03 Payment of Debentures Called for Redemption . If the Company Redemption Election Notice has been given as provided in Section 3.02, the Debentures or portion of Debentures with respect to which such Company Redemption Election Notice has

been given shall, unless converted pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such Company Redemption Election Notice at the Company Redemption Price (unless such Company Redemption Date falls after a Record Date and on or prior to the corresponding interest payment date, then the interest payable on such interest payment date shall be paid on such interest payment date to the Holders of record of the Debentures on the applicable Record Date instead of the Holders surrendering the Debentures for repurchase on such date), and, unless the Company shall default in the payment of such Debentures at the Company Redemption Price, interest shall cease to accrue on and after such date and, after 5:00 p.m., New York City time, on the Business Day immediately preceding the Company Redemption Date (unless the Company shall default in the payment of such Debentures at the Company Redemption Price), such Debentures shall cease to be convertible and, except as provided in Section 2.06 and Section 8.02, to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Debentures except the right to receive the Company Redemption Price with respect thereto plus, if applicable, accrued and unpaid interest to, but excluding, the Company Redemption Date. On presentation and surrender of such Debentures at a place of payment in said notice specified, the said Debentures or the specified portions thereof shall be paid and redeemed by the Company at the Company Redemption Price; provided that if the applicable Company Redemption Date is after the applicable Record Date and on or before 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 Debentures on the applicable Record Date instead of the Holders surrendering such Debentures for redemption on such date.

     Upon presentation of any Debentures 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 Debenture or Debentures, of authorized denominations, in principal amount equal to the unredeemed portion of the Debentures so presented.

     Notwithstanding the foregoing, the Trustee shall not redeem any Debentures or mail any notice of redemption during the continuance of a Default known to it in payment of interest on the Debentures. If any Debentures called for redemption shall not be so paid upon surrender thereof for redemption on the redemption date as provided in this Section 3.03, to the extent legally permissible, the redemption price shall, until paid or duly provided for, bear interest from and including the redemption date at the rate borne by the Debentures and such Debentures shall remain convertible into Common Stock until the redemption price and interest shall have been paid or duly provided for.

      SECTION 3.04 Repurchase at Option of Holders Upon a Fundamental Change . (a) If there shall occur a Fundamental Change at any time prior to maturity of the Debentures, then each Holder of Debentures shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Debentures, or any portion thereof that is a multiple of $1,000 principal amount, on a date (the “ Fundamental Change Repurchase Date ”) which shall be a date that is not less than 20 calendar days nor more than 35 calendar days after the date of the Company Repurchase Notice related to such Fundamental Change, at a cash repurchase price equal to 100% of the principal amount of the Debentures being repurchased, plus accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date, subject to the satisfaction by the Holder of the requirements set forth in Section 3.04(c); provided

that if such Fundamental Change Repurchase Date falls after a Record Date (i) for the payment of interest and on or prior to the corresponding interest payment date, then the interest payable on such interest payment date shall be paid on such date to the Holders of record of the Debentures on the applicable Record Date instead of the Holders surrendering the Debentures for repurchase on such date and (ii) for the payment of principal and on or prior to the corresponding Principal Payment Date, then the principal payable on such date shall be paid on such date to the Holders of record of the Debentures on the applicable Record Date instead of the Holders surrendering the Debentures for repurchase on such date.

     (b) On or before the tenth Business Day after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall mail or deliver or cause to be mailed or delivered to all Holders of record of the Debentures on the date of the Fundamental Change at their addresses shown in the Register (and to beneficial owners of the Debentures as required by applicable law) a Company Repurchase Notice as set forth in Section 3.05 with respect to such Fundamental Change. The Company shall also deliver a copy of the Company Repurchase Notice to the Trustee and the Paying Agent at such time as it is mailed to Holders of Debentures.

     No failure of the Company to give the foregoing notices and no defect therein shall limit the repurchase rights of Holders of Debentures or affect the validity of the proceedings for the repurchase of the Debentures pursuant to this Section 3.04.

     (c) For Debentures to be repurchased at the option of the Holder, the Holder must deliver to the Paying Agent, at any time during the period beginning upon receipt of the Company Repurchase Notice and prior to 5:00 p.m., New York City time on the Fundamental Change Repurchase Date (the “ Fundamental Change Period ”), (i) a written notice of repurchase (the “ Repurchase Notice ”) in the form set forth on the reverse of the Debentures duly completed (if the Debentures are certificated) or stating the following (if the Debentures are represented by a Global Debenture): (A) the certificate number of the Debentures which the Holder will deliver to be repurchased or compliance with the appropriate Depositary procedures, (B) the portion of the principal amount of the Debentures which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 and (C) that such Debentures shall be repurchased by the Company pursuant to the terms and conditions specified in the Debentures and in this Indenture, together with (ii) such Debentures duly endorsed for transfer (if the Debentures are certificated) or book-entry transfer of such Debentures (if such Debentures are represented by a Global Debenture). The delivery of such Debentures to the Paying Agent (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price therefore; provided , however , that such repurchase price shall be so paid pursuant to this Section 3.04 only if the Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof in the Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Debentures for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error.

     (d) The Company shall repurchase from the Holder thereof, pursuant to this Section 3.04, a portion of a Debenture, 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 all of a Debenture also apply to the repurchase of such portion of such Debenture.

     (e) The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

     Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.04 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Fundamental Change Repurchase Date and the time of the book-entry transfer or delivery of the Debentures.

      SECTION 3.05 Company Repurchase Notice . In connection with any repurchase of Debentures pursuant to Section 3.04, the notice contemplated by such provision (the “ Company Repurchase Notice ”) shall:

     (1) state the repurchase price and the Fundamental Change Repurchase Date to which the Company Repurchase Notice relates;

     (2) state, if applicable, the circumstances constituting the Fundamental Change;

     (3) state that the repurchase price will be paid in cash;

     (4) state that Holders must exercise their right to elect repurchase prior to 5:00 p.m., New York City time, on the Fundamental Change Repurchase Date;

     (5) include a form of Repurchase Notice;

     (6) state the name and address of the Paying Agent;

     (7) state that Debentures must be surrendered to the Paying Agent to collect the repurchase price;

     (8) state that a Holder may withdraw its Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Fundamental Change Repurchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.06;

     (9) state whether the Debentures are then convertible, the then applicable Conversion Rate, including expected changes in the Conversion Rate resulting from the related Fundamental Change transaction and expected changes in the cash, shares or other property deliverable upon conversion of the Debentures as a result of the occurrence of the Fundamental Change, including whether any Make-Whole Consideration is payable upon a conversion in connection with the Fundamental Change;

     (10) state that Debentures as to which a Repurchase Notice has been given may be converted only if the Repurchase Notice is withdrawn in accordance with the terms of this Indenture;

     (11) state the amount of interest accrued and unpaid per $1,000 principal amount of Debentures to, but excluding, the Fundamental Change Repurchase Date; and

     (12) state the CUSIP number of the Debentures. A Company Repurchase Notice may be given by the Company or, at the Company’s request, the Trustee shall give such Company Repurchase Notice in the Company’s name and at the Company’s expense; provided , that the text of the Company Repurchase Notice shall be prepared by the Company.

     The Company will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act that may be applicable at the time of the repurchase of the Debentures, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other federal and state securities laws in connection with the repurchase of the Debentures.

      SECTION 3.06 Effect of Repurchase Notice; Withdrawal . Upon receipt by the Paying Agent of the Repurchase Notice specified in Section 3.04, the Holder of the Debentures in respect of which such Repurchase Notice was given shall (unless such Repurchase Notice is validly withdrawn in accordance with the following paragraph) thereafter be entitled to receive solely the repurchase price with respect to such Debentures. Such repurchase price shall be paid to such Holder, subject to receipt of funds and/or the Debentures by the Paying Agent, promptly following the later of (x) the Fundamental Change Repurchase Date with respect to such Debentures (provided the Holder has satisfied the conditions in Section 3.04) and (y) the time of book-entry transfer or delivery of such Debentures to the Paying Agent by the Holder thereof in the manner required by Section 3.04. The Debentures in respect of which a Repurchase Notice has been given by the Holder thereof may not be converted pursuant to Article 10 hereof on or after the date of the delivery of such Repurchase Notice unless such Repurchase Notice has first been validly withdrawn.

     A Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Fundamental Change Repurchase Date specifying:

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

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

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

     If a Repurchase Notice is properly withdrawn, the Company shall not be obligated to repurchase the Debentures listed in such Repurchase Notice.

      SECTION 3.07 Deposit of Repurchase Price . Prior to 11:00 a.m., New York City Time, on the Business Day following the Fundamental Change Repurchase Date, the Company shall deposit with the Paying Agent or, if the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.06, an amount of cash (in immediately available funds if deposited on the Fundamental Change Repurchase Date), sufficient to pay the aggregate repurchase price of all the Debentures or portions thereof that are to be repurchased as of the Fundamental Change Repurchase Date.

     If on the Business Day following the Fundamental Change Repurchase Date the Paying Agent holds cash sufficient to pay the repurchase price of the Debentures that Holders have elected to require the Company to repurchase in accordance with Section 3.04, as the case may be, then, as of the Fundamental Change Repurchase Date, such Debentures will cease to be outstanding, interest will cease to accrue and all other rights of the Holders of such Debentures will terminate, other than the right to receive the repurchase price upon delivery or book-entry transfer of the Debentures. This will be the case whether or not book-entry transfer of the Debentures has been made or the Debentures have been delivered to the Paying Agent.

      SECTION 3.08 Debentures Repurchased in Part . Upon presentation of any Debentures repurchased only in part, 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 Debenture or Debentures, of any authorized denomination, in aggregate principal amount equal to the unrepurchased portion of the Debentures presented.

      SECTION 3.09 Repayment of Debentures Upon Asset Sale . The Debentures shall be subject to repayment upon the occurrence of an Asset Sale as and to the extent provided in Section 1(d) of the Debentures.

ARTICLE 4
COVENANTS

      SECTION 4.01 Payment of Debentures . The Company shall promptly pay the principal of and interest on the Debentures on the dates and in the manner provided in the Debentures and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Debentureholders on that date pursuant to the terms of this Indenture.

     The Company shall pay interest on overdue principal at the rate specified therefor in the Debentures, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

      SECTION 4.02 Maintenance of Office or Agency . The Company will maintain an office or agency in the United States, where the Debentures 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 Debentures and this Indenture may be served. As of the date of this Indenture, such office is

located at the office of the Trustee located at 1445 Ross Avenue, 2 ^nd Floor, Dallas, Texas 75202-2812 and, at any other time, at such other address as the Trustee may designate from time to time by notice to the Company. 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 Debentures may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

     So long as the Trustee is the Registrar, the Trustee agrees to mail, or cause to be mailed, the notices set forth in Section 7.08. 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 Debentures it can identify from its records.

      SECTION 4.03 144A Information . The Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, make available to any Holder or beneficial owner of Debentures or holder or beneficial owner of any Common Stock (collectively, for purposes of this Section 4.03, “holder”) issued upon conversion thereof which continue to be Restricted Securities and any prospective purchaser of Debentures or such Common Stock designated by such holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder of the Debentures or such Common Stock, all to the extent required to enable such holder to sell its Debentures or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A until such time as such securities are no longer “restricted securities” within the meaning of Rule 144 under the Securities Act, assuming such securities are not owned by Affiliate of the Company.

      SECTION 4.04 Existence . Except in compliance with Article 5, 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 Holders of Debentures.

      SECTION 4.05 Payment of Taxes and Other Claims . The Company will pay or discharge, or cause to be paid or discharged, before the same may become delinquent, (i) all taxes, assessments and governmental charges levied or imposed upon the Company or any Significant Subsidiary or upon the income, profits or property of the Company or any Significant Subsidiary and (ii) all claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon the property of the Company or any Significant Subsidiary; provided that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim (A) if the failure to do so will not, in the

aggregate, have a material adverse impact on the Company, or (B) if the amount, applicability or validity is being contested in good faith by appropriate proceedings.

      SECTION 4.06 Compliance Certificate (a) . The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officers’ Certificate stating (a) that a review of the Company’s activities during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and (b) as to each such Officer signing such certificate, whether to the best of such Officer’s knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and whether or not the signers know of any Default that occurred during such period. If they do know of any Default, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto.

      SECTION 4.07 Further Instruments and Acts . The Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

      SECTION 4.08 Intentionally Omitted.

      SECTION 4.09 Additional Interest Notice . In the event that the Company is required to pay Additional Interest to Holders of Debentures pursuant to Section 6.13, the Company will provide writte