INDENTURE

Exhibit 4.1

GLG PARTNERS, INC., as Company

THE BANK OF NEW YORK MELLON, as Trustee

INDENTURE

Dated as of
May 15, 2009

5.00% Dollar-Denominated Convertible Subordinated Notes due May 15, 2014

Table of Contents

CROSS-REFERENCE TABLE*

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

INDENTURE

     INDENTURE dated as of May 15, 2009 between GLG Partners, Inc., a Delaware corporation (hereinafter called the “ Company ”), having its principal executive office at 399 Park Avenue, 38th Floor, New York, New York, 10022 and The Bank of New York Mellon, as trustee hereunder (hereinafter called the “ Trustee ”).

     Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Company’s 5.00% Dollar-Denominated Convertible Subordinated Notes due May 15, 2014 (hereinafter called the “ Notes ”).

ARTICLE 1
DEFINITIONS

     Section 1.01. Definitions . The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture that are defined in the Trust Indenture Act (as defined below) or which are by reference therein defined in the Securities Act (as defined below) (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the respective meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of the execution of this Indenture.

     “ Additional Amounts ” has the meaning specified in Section 4.01.

     “ Additional Interest ” has the meaning specified in Section 5 of the Registration Rights Agreement.

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

     “ Additional Notes ” has the meaning specified in Section 2.01.

     “ Additional Regulatory Condition ” means any condition which, if triggered by an increase in ownership or control of the Company or its subsidiaries or controlled affiliates by virtue of a conversion of Notes, would (as a result of the registration or qualification of the Company or any of its subsidiaries or controlled affiliates as a manager, investment advisor or broker-dealer (i) in any jurisdiction other than the United Kingdom, Ireland or the Cayman Islands, or (ii) as a result of a change in the laws, regulations or published interpretations thereof with respect to any such registration or qualification in any jurisdiction, including the United Kingdom, Ireland or the Cayman Islands) be inconsistent with the registration or qualification of the Company or any of its subsidiaries or controlled affiliates as a manager, investment advisor or broker-dealer in any jurisdiction or require the Company or any such subsidiary or controlled affiliate to obtain, in respect of such registration or qualification, regulatory approval of such increase in ownership or control.

     “ Additional Change of Control Shares ” has the meaning specified in Section 13.10(a).

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

     “ Affiliate Legend ” means the legend labeled as such that is set forth in Exhibit A hereto, which is incorporated in and expressly made a part of this Indenture.

     “ Affiliate Notes ” has the meaning specified in Section 2.02.

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

     “ Applicable Conversion Rate ” as of any Trading Day, means the Conversion Rate in effect on such date determined by the Company, after giving effect to any adjustment provided for in Section 13.05 or Section 13.10, and, if applicable, after giving effect to the application of Section 5 of the Registration Rights Agreement.

     “ Bankruptcy Law ” means Title 11, U.S. Code or any similar federal, state, or foreign law for the relief of debtors.

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

     “ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday, other than a day on which banking institutions in The City of New York or London are authorized or obligated by law, regulation or executive order to close.

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

     “ Change of Control ” means the occurrence at any time after the Issue Date of any of the following events:

          (1) consummation of any transaction or event (whether by means of a share exchange or tender offer applicable to the Common Stock, a liquidation, consolidation, recapitalization, reclassification, combination or merger of the Company or a sale, lease or other transfer of all or substantially all of the Company’s consolidated assets) or a series of related transactions or events pursuant to which the Company’s outstanding Common Stock is

exchanged for, converted into or constitutes solely the right to receive cash, securities, or other property, other than:

               (a) a transaction or event or a series of related transactions or events pursuant to which the holders of outstanding Common Stock and securities or instruments convertible or exchangeable for the Common Stock immediately prior to such transaction or event own, immediately after such transaction, at least a majority of the outstanding Common Stock or common stock of a successor of the Company, as applicable, or

               (b) a transaction or event or a series of related transactions or events pursuant to which at least 90% of the consideration (other than cash payments for fractional shares or pursuant to dissenters’ appraisal rights) in such transaction consists of securities (including American Depository Receipts (“ ADRs ”) issued under an issuer-sponsored ADR program) that are, or upon issuance will be, traded on, a United States national securities exchange or approved for quotation on any United States system of automated dissemination of quotations of securities prices similar to the Nasdaq National Market prior to its designation as a national securities exchange;

          (2) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable), is or becomes the “beneficial owner,” directly or indirectly, of more than 50% of the total voting power in the aggregate of all classes of the Company’s capital stock then outstanding entitled to vote generally in elections of directors, other than pursuant to a transaction of the type contemplated by the preceding clause (1) that would be exempt from the definition of “ Change of Control ” pursuant to clause (1) of this definition; provided , that no Change of Control will be deemed to occur under this clause (2) as a result of a person or group being or becoming a beneficial owner of more than 50% of such total voting power so long as (i) such person or group is a member of the “group” of beneficial owners subject to the Voting Agreement (the “ principals’ control group ”) that includes any of the Principals and the Principals’ Trustees (including any person who may become a member of such group after the issuance of the Notes), (ii) the principals’ control group does not beneficially own more than 75% of such total voting power and (iii) any of the Principals and Principals’ Trustees continue to hold directly or indirectly the pecuniary interest in shares of the Company’s capital stock representing at least 25% of such total voting power; or

          (3) during any period of 12 consecutive months after the Issue Date, persons who at the beginning of such 12 month period constituted the Company’s Board of Directors, together with any new persons whose election was approved by a vote of a majority of the persons then still comprising the Board of Directors who were either members of the Board of Directors at the beginning of such period or whose election, designation or nomination for election was previously so approved, cease for any reason (except by reason of temporary vacancies created by the death of a director, prior to the replacement of such director) to constitute a majority of the Company’s Board of Directors.

     For the purposes of this definition, “person” includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act and “beneficial owner” has the definition assigned to it under Section 13(d)(3) of the Exchange Act.

     “ CIMA ” has the meaning specified in Section 13.11(a)(iii).

     “ Closing Sale Price ” of the Common Stock or other capital stock or similar equity interests or other publicly traded securities on any Trading Day means the Closing Sale Price per share (or, if no Closing Sale Price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal United States securities exchange on which the Common Stock or such other capital stock or similar equity interests or other securities are traded or, if the Common Stock or such other capital stock or similar equity interests or other securities are not listed on a United States national or regional securities exchange, any United States system of automated dissemination of quotations of securities prices or an established over-the-counter trading market in the United States. The Closing Sale Price will be determined without regard to after-hours trading or extended market making. In the absence of the foregoing, the Company will determine the Closing Sale Price on such basis as it considers appropriate.

     “ Common Stock ” means, subject to Section 13.09, shares of common stock of the Company, par value $0.0001 per share, at the date of this Indenture or shares of any class or classes resulting from any reclassification or reclassifications thereof and that have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and that are not subject to redemption by the Company; provided that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable on conversion shall be substantially in the proportion that 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 Legend ” has the meaning specified in Section 2.05(c).

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

     “ Company Repurchase Notice ” has the meaning specified in Section 3.03(b).

     “ Company Repurchase Notice Date ” has the meaning specified in Section 3.03(a).

     “ Company Warrants ” means (1) the 9,375,000 Founders’ Warrants issued as part of Founders’ Units pursuant to several Founders’ Units Subscription Agreements, dated July 20, 2006, between the Company and each of Berggruen Holdings North America Ltd., Marlin Equities II, LLC, James N. Hauslein, William P. Lauder and Herbert A. Morey; (2) the 4,500,000 Sponsors’ Warrants and the 6,250,000 Co-Investment Warrants issued as part of Co-Investment Units, pursuant to several Sponsors’ Warrants and Co-Investment Units Subscription Agreements, dated July 20, 2006, between the Company and each of Berggruen Holdings North America Ltd. and Marlin Equities II, LLC and (3) the Public Stockholders’ Warrants.

     “ Conversion Agent ” has the meaning specified in Section 2.08.

     “ Conversion Date ” has the meaning specified in Section 13.02.

     “ Conversion Notice ” has the meaning specified in Section 13.02.

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

     “ Conversion Rate ” has the meaning specified in Section 13.04.

     “ Corporate Trust Office ” or other similar term, means the designated office of the Trustee at which, at any particular time, its corporate trust business as it relates to this Indenture shall be administered, which office is, at the date as of which this Indenture is dated, located at The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286, Attention: Global Corporate Trust, or at any other time at such other address as the Trustee may designate from time to time by notice to the Company. Pursuant to Section 16.03, the Company will send a copy of any written communication sent to the Corporate Trust Office to: The Bank of New York Mellon, One Canada Square, London E14 5AL, United Kingdom, Attention: Global Corporate Trust.

     “ Credit Agreement ” means the credit agreement, dated as of October 30, 2007, among the Company, FA Sub 3, FA Sub 2 Limited and FA Sub 1 Limited, Citicorp USA, Inc., as administrative agent, and the lenders party thereto, as amended, renewed, extended or refinanced from time to time.

     “ Credit Agreement Debt ” means the “ Obligations ” under and as defined in the Credit Agreement.

     “ CUSIP ” means the Committee on Uniform Securities Identification Procedures.

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

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

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

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

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

     “ Designated Event ” means the occurrence at any time of either of the following events:

          (1) the Common Stock (or other common stock or American Depository Receipts representing the Common Stock issued under an issuer-sponsored ADR program into which the Notes are then convertible) ceases to be listed on a United States national securities exchange or is not approved for quotation on any United States system of automated dissemination of quotations of securities prices similar to the Nasdaq National Market prior to its designation as a national securities exchange; or

          (2) a Change of Control.

     “ Designated Event Repurchase Date ” has the meaning specified in Section 3.02(a).

     “ Designated Event Repurchase Notice ” has the meaning specified in Section 3.02(c).

     “ Designated Senior Indebtedness ” means: (i) any Senior Indebtedness the principal amount of which is at least $50.0 million and with respect to which the instrument creating or evidencing such Indebtedness, or any related agreements or documents to which the Company is a party, expressly provides that such Senior Indebtedness is “ Designated Senior Indebtedness ” (provided that the instrument, agreement or other document may place limitations and conditions on the right of the Senior Indebtedness to exercise the rights of Designated Senior Indebtedness) and (ii) any “Obligations” (under and as defined in the Credit Agreement) of the Company with respect to outstanding Credit Agreement Debt, including guarantees of such Credit Agreement Debt.

     “ DTC ” means The Depository Trust Company.

     “ Effective Date ” has the meaning specified in Section 13.10(b).

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

     “ Exchangeable Shares ” means the Class B Ordinary Shares, par value U.S. $0.0001 per share, of FA Sub 2 Limited.

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

     “ ex-dividend date ” means, with respect to any dividend or other distribution on shares of Common Stock or other securities, the first date upon which a transfer of the Common Stock or such other securities does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock or such other securities to its buyer.

     “ Expiration Time ” has the meaning specified in Section 13.05(e).

     “ FA Sub 1 Limited ” means FA Sub 1 Limited, a British Virgin Islands company limited by shares, a wholly-owned, direct Subsidiary of the Company.

     “ FA Sub 2 Limited ” means FA Sub 2 Limited, a British Virgin Islands company limited by shares, an indirect Subsidiary of the Company.

     “ FA Sub 3 ” means FA Sub 3 Limited, a British Virgin Islands company limited by shares, an indirect Subsidiary of the Company.

     “ Fair Market Value ” shall mean the amount which a willing buyer would pay a willing seller in an arm’s-length transaction.

     “ FSA ” has the meaning specified in Section 13.11(a)(i).

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

     “ Holder ” means a “ Noteholder ”.

     “ Indebtedness ” means, with respect to any Person:

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

          (2) all of such Person’s reimbursement obligations and other liabilities, contingent or otherwise, with respect to letters of credit, bank guarantees, bankers’ acceptances, surety bonds or performance bonds, whether or not matured;

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

          (4) all of such Person’s direct or indirect guarantees or similar agreements in respect of, and all obligations or liabilities to purchase or otherwise acquire or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of another Person of the kinds described in clauses (1) through (3).

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

     “ Initial Notes ” has the meaning specified in Section 2.01.

     “ Initial Purchasers ” means Citigroup Global Markets, Inc. and Credit Suisse Securities (USA) LLC.

     “ interest ” means, when used with reference to the Notes, any interest payable under the terms of the Notes, including Additional Amounts, if any, and including Additional Interest, if any, payable under the terms of the Registration Rights Agreement.

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

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

     “ Issue Date ” means May 15, 2009.

     “ junior securities ” has the meaning set forth in Section 15.17.

     “ Make Whole Cap ” has the meaning specified in Section 13.10(f)(ii).

     “ Make Whole Floor ” has the meaning specified in Section 13.10(f)(iii).

     “ Market Disruption Event ” means the occurrence or existence for more than one half-hour period in the aggregate on any scheduled Trading Day for the Common Stock of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the NYSE or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York City time) on such day.

     “ Maturity Date ” means May 15, 2014.

     “ Maximum Conversion Rate ” has the meaning specified in Section 13.05(g).

     “ Non Payment Default ” has the meaning specified in Section 15.03(b).

     “ Note ” or “ Notes ” means any of the Company’s 5.00% Dollar-Denominated Convertible Subordinated Notes due May 15, 2014, authenticated and delivered under this Indenture.

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

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

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

     “ NYSE ” means the New York Stock Exchange.

     “ Offering Circular ” means the Company’s offering circular dated May 12, 2009 relating to the Notes.

     “ Officer ” means any person holding any of the following positions with the Company, the Chairman or any Co-Chairman of the Board, any Vice Chairman of the Board, the Chief

Executive Officer or any Co-Chief Executive Officer, the Chief Operating Officer, the Chief Legal Officer, the Chief Financial Officer, the Treasurer, the Secretary, or any Vice President of such Person.

     “ Officers’ Certificate ”, when used with respect to the Company, means a certificate signed by any two Officers of the Company or by one such Officer and any Assistant Treasurer or Assistant Secretary of the Company.

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

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

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

          (b) Notes, or portions thereof, (i) for the repurchase of which monies in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or (ii) which shall have been otherwise discharged in accordance with Article 11;

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

          (d) Notes converted pursuant to Article 13, and Notes paid or repurchased pursuant to Article 3.

     “ Paying Agent ” has the meaning specified in Section 2.08.

     “ Payment Blockage Notice ” has the meaning specified in Section 15.03(b).

     “ Payment Blockage Period ” has the meaning specified in Section 15.03(b).

     “ Payment Default ” has the meaning specified in Section 15.03(a).

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

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

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

     “ Principals ” means Noam Gottesman, Emmanuel Roman and Pierre Lagrange.

     “ Principals’ Trustees ” means each of G&S Trustees Limited, in its capacity as trustee of the Lagrange GLG Trust, Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG Trust and Jeffrey A. Robins, in his capacity as trustee of the Roman GLG Trust.

     “ Public Stockholders’ Warrants ” means the 52,800,000 warrants to purchase Common Stock, issued pursuant to the Amended and Restated Warrant Agreement, dated as of December 21, 2006, between Continental Stock Transfer & Trust Company and the Company, as amended.

     “ Purchase Agreement ” means the Purchase Agreement, dated as of May 12, 2009, among the Company and the Initial Purchasers.

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

     “ Redomiciliation ” has the meaning specified in Section 10.01.

     “ Reference Property ” has the meaning specified in Section 13.05(o).

     “ Registration Rights Agreement ” means the Registration Rights Agreement with respect to the Notes, dated as of May 15, 2009, among the Company and the Initial Purchasers, as amended from time to time in accordance with its terms.

     “ Regulatory Condition ” has the meaning specified in Section 13.11.

     “ Relevant Date ” has the meaning specified in Section 4.01.

     “ Relevant Taxing Jurisdiction ” has the meaning specified in Section 4.01(b).

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

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

     “ Restricted Securities ” has the meaning specified in Section 2.05(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 United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this

Indenture the SEC is not existing and performing the duties now assigned to it under the TIA, then the body performing such duties at such time.

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

     “ Senior Indebtedness ” means the principal of, premium, if any, interest, including any interest accruing after the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowed as a claim in the proceeding, and all fees, costs, expenses and other amounts accrued or due on or in connection with, Indebtedness of the Company, whether secured or unsecured, absolute or contingent, due or to become due, outstanding on the date of the Indenture or thereafter created, incurred, assumed, guaranteed or in effect guaranteed by the Company, including all deferrals, renewals, extensions, or refundings of, or amendments, modifications or supplements to, the foregoing. “ Senior Indebtedness ” does not include:

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

          (b) any trade payables; or

          (c) any Indebtedness to any of the Company’s Subsidiaries, other than guarantees of Credit Agreement Debt, collateral securing Credit Agreement Debt or other Indebtedness to the Company’s Subsidiaries arising by reason of guarantees by the Company of Indebtedness of such Subsidiary to a Person that is not the Company’s Subsidiary.

     “ Significant Subsidiary ” means a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X) of the Company, other than a “significant subsidiary” (i) (a) that is an operating company, other than one operating principally in the investment advisory business, that is acquired after the Issue Date by a collective investment vehicle for which the Company or an entity controlled by the Company is the investment advisor or (b) that is a collective investment vehicle managed by the Company or an entity controlled by the Company, regardless of whether or not it is consolidated in the Company’s financial statements, and (ii) as to whose Indebtedness and other obligations neither the Company nor its Subsidiaries provide any guarantee or other credit support.

     “ Spin-Off ” has the meaning specified in Section 13.05(c).

     “ Stated Maturity ,” with respect to any Note or any installment of principal thereof or interest thereon, means the date established by or pursuant to this Indenture or such Note as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable.

     “ Stock Price ” has the meaning specified in Section 13.10(b).

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

     “ TIA ” means the Trust Indenture Act.

     “ Trading Day ” means a day on which (i) there is no Market Disruption Event and (ii) trading in securities generally occurs on the NYSE or, if the Common Stock is not then listed on the NYSE, on the principal other United States national or regional securities exchange on which the Common Stock or other security is then listed or, if the Common Stock is not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Stock is then traded, or if there is not then a trading market for the Common Stock or other security, “ Trading Day ” means any Business Day.

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

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

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

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

     “ Volume Weighted Average Price ”, on any Trading Day means, in the case of a share of Common Stock, the volume weighted average price of one share of Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg Page GLG.N <EQUITY> AQR in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on that Trading Day, and in the case of the Public Stockholders’ Warrants, the volume weighted average price of one such Public Stockholders’ Warrant as displayed under the heading “Bloomberg VWAP” on Bloomberg Page GLG/WS.N <EQUITY> AQR in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on that Trading Day (or if such volume weighted average price is not available, the market value of the applicable security using a volume weighted method).

     “ Voting Agreement ” means the voting agreement, dated as of June 22, 2007, as amended, among the Company, the Principals, the Trustees and the other parties thereto.

     “ Withdrawal Date ” has the meaning specified in Section 13.13(b).

     “ Withdrawal Notice Date ” has the meaning specified in Section 13.13(b).

     Section 1.02. Incorporation by Reference of Trust Indenture Act . Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

     (a) “ Commission ” means the SEC;

     (b) “ indenture securities ” means the Notes;

     (c) “ indenture security holder ” means a Holder;

     (d) “indenture to be qualified” means this Indenture;

     (e) “indenture trustee” or “institutional trustee” means the Trustee; and

     (f) “obligor” on the Notes means the Company or any other obligor on the Notes.

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

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

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

     (c) “or” is not exclusive;

     (d) words in the singular include the plural, and in the plural include the singular;

     (e) the male, female and neuter genders include one another;

     (f) references to the payments of interest on the Notes shall include Additional Interest payable pursuant to Section 5 of the Registration Rights Agreement (if any);

     (g) the word “including” wherever used will be deemed to be followed by the word “without limitation”;

     (h) references to agreements and other instruments include subsequent amendments thereto; and

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

     The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern.

ARTICLE 2
NOTES

     Section 2.01. Designation Amount and Issue of Notes . The Notes shall be designated as “5.00% Dollar-Denominated Convertible Subordinated Notes due May 15, 2014.” Upon the execution of this Indenture, and from time to time thereafter, Notes may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver Notes upon a written order of the Company, such order signed by two Officers or by an Officer and either an Assistant Treasurer of the Company or any Assistant Secretary of the Company, without any further action by the Company hereunder.

     The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited; provided that upon initial issuance (including any issuance upon exercise of the Initial Purchasers’ option set forth in Section 3 of the Purchase Agreement), the aggregate principal amount of Notes outstanding shall not exceed $229,000,000, except as provided in Section 2.06. The Company may, without the consent of the Holders of Notes, issue additional Notes (the “ Additional Notes ”) from time to time in the future with the same terms and the same CUSIP number as the Notes originally issued under this Indenture (including any issuance upon exercise of the Initial Purchasers’ option set forth in Section 3 of the Purchase Agreement) (the “ Initial Notes ”) in an unlimited principal amount, provided that such Additional Notes must be part of the same issue as and fungible with the Initial Notes for United States federal income tax purposes. The Initial Notes and any such Additional Notes will constitute a single series of debt securities, and in circumstances in which this Indenture provides for the Holders of Notes to vote or take any action, the Holders of Initial Notes and the Holders of any such Additional Notes will vote or take that action as a single class.

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

     Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the

Depositary or as may be required for the Notes to be tradable on any market existing or developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject.

     So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes, other than Affiliate Notes, will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “ Global Note ”). The transfer and exchange of beneficial interests in any such Global Note shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary.

     Except as provided in Section 2.05(b), beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note.

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

     Notes originally offered and sold by the Initial Purchasers to Affiliates of the Company (“ Affiliate Notes ”) will be issued in the form of one or more certificated notes in definitive registered form, without interest coupons (“ Definitive Notes ”). Each Affiliate Note shall be issued with the Affiliate Legend, set forth in Exhibit A hereto, which is incorporated in and expressly made a part of this Indenture. Upon such issuance, the Note Registrar shall register such Affiliate Notes in the name of the beneficial owner or owners of such Note (or the nominee of such beneficial owner or owners) and deliver the certificates for such Affiliate Notes to the respective beneficial owner or owners (or the nominee of such beneficial owner or owners). A Note initially issued as an Affiliate Note will bear the Affiliate Legend set forth in Exhibit A and be certificated only as a Definitive Note (and not as or with a Global Note) until it ceases to be a “restricted security” within the meaning of Rule 144 under the Securities Act, unless otherwise agreed by the Company (with written notice thereof to the Trustee).

     Section 2.03. Date and Denomination of Notes; Payments of Interest . The Notes shall be issuable in fully registered form without coupons in denominations of $100,000 principal amount and integral multiples of $1,000 in excess thereof, subject to Section 2.05(b) and Section

2.05(c). Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Note attached as Exhibit A hereto (which date shall be the Issue Date in the case of the Initial Notes and in no event shall be earlier than the Issue Date). Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

     The Person in whose name any Note (or its Predecessor Note) is registered on the Note 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. Notwithstanding the foregoing, any Note or portion thereof surrendered for conversion during the period from 5:00 p.m., New York City time on the Record Date for any interest payment date to 5:00 p.m., New York City time, on the applicable interest payment date must be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being converted; provided , however , that no such payment need be made (1) if a Holder converts its Notes in connection with a Change of Control and the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the related interest payment date, (2) in respect of conversions that occur after the Record Date immediately preceding the Maturity Date or (3) with respect to any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. Interest shall be payable at the office of the Company maintained by the Company for such purposes in the City of New York, which shall initially be an office or agency of the Trustee. The Company shall pay interest (i) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note Register; provided , however , that a Holder of any Notes in certificated form in the aggregate principal amount of more than $5.0 million may specify by written notice to the Company that it pay interest by wire transfer of immediately available funds to the account specified by the Noteholder in such notice, or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. 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. The term “ Record Date ” with respect to any interest payment date shall mean the May 1 or November 1 preceding the applicable May 15 or November 15 interest payment date, respectively.

     Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any May 15 or November 15 (herein called “ Defaulted Interest ”) shall forthwith cease to be payable to the Holder registered as such on the relevant Record Date, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:

     (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at 5:00 p.m., New York City time, on a special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment (which shall be not less than twenty-five (25) calendar days after the receipt by the Trustee of such notice, unless the Trustee shall

consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special Record Date for the payment of such Defaulted Interest which shall be not more than fifteen (15) calendar days and not less than ten (10) calendar days prior to the date of the proposed payment, and not less than ten (10) calendar days after the receipt by the Trustee of the notice of the proposed payment (unless, the Trustee shall consent to an earlier date). The Trustee shall promptly notify the Company of such special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special Record Date therefor to be sent by electronic transmission or mailed, first-class postage prepaid, to each Holder at its address as it appears in the Note Register, not less than ten (10) calendar days prior to such special Record Date (unless, the Trustee shall consent to an earlier date). Notice of the proposed payment of such Defaulted Interest and the special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at 5:00 p.m., New York City time, on such special Record Date and shall no longer be payable pursuant to the following clause (b) of this Section 2.03.

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

     Section 2.04. Execution and Authentication of Notes . The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature of an Officer. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually or by facsimile by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 16.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

     In case any Officer who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such Officer, and any Note may be signed on behalf of the Company by such persons as, at the actual date of the

execution of such Note, shall be the proper Officers, although at the date of the execution of this Indenture any such person was not such an Officer.

     The Company shall deliver executed Notes to the Trustee with such Officers’ Certificate and Opinion of Counsel as the Trustee may require and a written order directing the Trustee to authenticate the Notes for issuance.

     Payment of the fees and expenses of Trustee’s counsel shall be a condition precedent to authentication of the Notes.

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

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

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

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

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

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

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

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

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

     (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (1) the Depositary (x) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and in each case a successor Depositary has not been appointed by the Company within ninety (90) calendar days or (2) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to clause (1) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (2) above may be exchanged in whole or from time to time in part as directed by the Company. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note.

     (iii) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above shall be issued in Definitive Notes, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depository shall designate and shall bear any legends required hereunder. Any Global Note to be exchanged in whole shall be surrendered by the Depository to the Trustee, as Note Registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as Custodian for the Depository or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note issuable on such exchange to or upon the written order of the Depository or an authorized representative thereof.

     (iv) In the event of the occurrence of any of the events specified in clause (ii) above, the Company will promptly make available to the Trustee a reasonable supply of Definitive Notes.

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

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

     (c) Every Note (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.05(c) to bear any of the legends set forth in this Section 2.05(c) (each, a “ Restricted Notes Legend ”), and any Common Stock that bears or is required under this Section 2.05(c) to bear any of the Common Stock legends set forth in this Section 2.05(c) (each, a “ Common Stock Legend ”) (collectively, the “ Restricted Securities ”) shall be subject to the applicable restrictions on transfer set forth in this Section 2.05(c) (including those set forth in the legends below) unless such restrictions on transfer shall be waived by written consent of the Company, and the Holder of each such Restricted Security, by such Note Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.05(c), the term “transfer” means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein.

     Until the Maturity Date for the Notes, any certificate evidencing a Restricted Security shall bear a legend in substantially the following applicable form, or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee:

     Each Note sold by the Initial Purchasers to qualified institutional buyers other than Affiliates of the Company, not in reliance on Regulation S, (a “ Rule 144A Note ”) (and all securities issued in exchange therefor or in substitution thereof) and the Common Stock, if any, issuable on conversion thereof, during the one year period after the issuance of such notes, or such other period of time as permitted by Rule 144 under the Securities Act or any successor provision, shall bear a legend substantially to the following effect, unless otherwise agreed by the Company and the holder thereof:

[in the case of Notes: THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE] [in the case of Common Stock: THE COMMON STOCK HAS] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (B) IT IS AN “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501 UNDER REGULATION D OF THE SECURITIES ACT), (2) AGREES FOR THE BENEFIT OF GLG PARTNERS, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), OR (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (D) TO AN ACCREDITED INVESTOR THAT IS ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT, IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C), (2)(D), (2)(E) OR (2)(F), THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE

REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

     Each Note sold by the Initial Purchasers to Persons other than Affiliates of the Company in offshore transactions in compliance with Regulation S (a “ Regulation S Note ”) (and all securities issued in exchange therefor or in substitution thereof) and the Common Stock, if any, issuable on conversion thereof, shall bear a legend substantially to the following effect, unless otherwise agreed by the Company and the holder thereof:

[in the case of Notes: THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE] [in the case of Common Stock: THE COMMON STOCK HAS] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN RULE 902(L) UNDER THE SECURITIES ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN RULE 902(K) UNDER THE SECURITIES ACT) EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS PHYSICALLY OUTSIDE THE UNITED STATES AT THE TIME IT IS ACQUIRING THE SECURITIES, (2) AGREES FOR THE BENEFIT OF GLG PARTNERS, INC. (THE “COMPANY”) THAT IT WILL NOT WITHIN SIX MONTHS AFTER THE ORIGINAL ISSUANCE OF THE SECURITIES RESELL OR OTHERWISE TRANSFER THE SECURITIES EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), OR (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (D) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND AND (4) IF IT HAS ACQUIRED THE SECURITIES IN A TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, AGREES THAT IT WILL NOT WITHIN SIX MONTHS ENGAGE IN HEDGING TRANSACTIONS INVOLVING THESE SECURITIES UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C), (2)(D) OR (2)(E), THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS. NO

REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

     Each Affiliate Note (and all securities issued in exchange therefor or in substitution thereof) and the Common Stock, if any, issuable on conversion thereof, shall bear an Affiliate Legend substantially to the following effect, or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee:

[in the case of Notes: THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE] [in the case of Common Stock: THE COMMON STOCK HAS] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1) REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501 UNDER REGULATION D OF THE SECURITIES ACT), (2) AGREES FOR THE BENEFIT OF GLG PARTNERS, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT: (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), OR (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, PROVIDED THAT ANY TRANSFEREE SHALL AGREE IN WRITING, SATISFACTORY TO THE COMPANY, TO BE BOUND BY THE FOREGOING RESTRICTIONS AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) OR (2)(D), THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

     Any such Notes or shares of Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the Restricted Notes Legend or the Common Stock Legend set forth therein have been satisfied may, upon surrender of the Notes or the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the Notes Registrar or the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like number of shares of

Common Stock, which shall not bear the Common Stock Legend required by this Section 2.05(c).

     (d) By its acceptance of any Note bearing a Restricted Notes Legend, each Holder of such Note acknowledges the applicable restrictions on transfer of such Note set forth in this Indenture and in such Restricted Notes Legend and agrees that it will transfer such Note only as provided in this Indenture and as permitted by applicable law.

     (e) 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 that results in such Notes or Common Stock, as the case may be, no longer being “restricted securities” (as defined under Rule 144) or otherwise in accordance with the Affiliate Legend.

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

     (g) Except for transfers or exchanges made in accordance with paragraphs (i) through (iii) of this Section 2.05(g), transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee.

     (i) Global Note To Definitive Note . If an owner of a beneficial interest in a Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Global Note to a Person who is required to take delivery thereof in the form of a Definitive Note, such owner may, subject to the restrictions on transfer set forth herein and such Global Note and the applicable procedures of the Depositary, cause the exchange of such interest for one or more Definitive Notes of any authorized denomination or denominations and of the same aggregate principal amount. Upon receipt by the Note Registrar of (1) instructions from the Depositary directing the Trustee to authenticate and deliver one or more Definitive Notes of the same aggregate

principal amount as the beneficial interest in the Global Note to be exchanged (such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Definitive Notes to be so issued and appropriate delivery instructions), and (2) in the case of a Note that is a Restricted Security (a “ Restricted Note ”), such certifications or other information and, in the case of transfers pursuant to Rule 144 under the Securities Act, a letter from the transferee in substantially the form of Exhibit C and such legal opinions 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, then the Note Registrar will instruct the Depositary to reduce or cause to be reduced such Global Note by the aggregate principal amount of the beneficial interest therein to be exchanged and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Global Note that is being transferred, and concurrently with such reduction and debit the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of the same aggregate principal amount in accordance with the instructions referred to above. In the case of a transfer to which clause 2 applies, the Note Registrar will not effect such transfer until the Company has confirmed to the Note Registrar that it has received all such certificates, other information and/or legal opinions as it has reasonably requested.

     (ii) Definitive Note to Definitive Note . If a Holder of a Definitive Note wishes at any time to transfer such Definitive Note (or portion thereof) to a Person who is required to take delivery thereof in the form of a Definitive Note, such Holder may, subject to the restrictions on transfer set forth herein and in such Definitive Note, cause the transfer of such Definitive Note (or any portion thereof in a principal amount equal to an authorized denomination) to such transferee. Upon receipt by the Note Registrar of (1) such Definitive Note, duly endorsed as provided herein, (2) instructions from such Holder directing the Trustee to authenticate and deliver one or more Definitive Notes of the same aggregate principal amount as the Definitive Note, or portion thereof, to be transferred (such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Definitive Notes to be so issued and appropriate delivery instructions), (3) the assignment form on the back of the Definitive Note completed in full and (4) in the case of a Restricted Note, such certifications or other information (including, in the case of a transfer of an Affiliate Note under circumstances where such Affiliate Note will be a “restricted security” (within the meaning of Rule 144 under the Securities Act) in the hands of the transferee, a certification from such transferee substantially in the form of Exhibit B that such transferee will abide by the transfer restrictions contained in the Affiliate Legend) and, in the case of transfers to persons pursuant to Rule 144 under the Securities Act, a letter from the transferee in substantially the form of Exhibit C and, in either such case, legal opinions 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, then the Note Registrar, shall cancel or cause to be canceled such Definitive Note and concurrently therewith, the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes in the appropriate aggregate principal amount, in accordance with the instructions referred to above and, if only a portion of a Definitive Note is transferred as aforesaid, concurrently therewith the Company shall execute and the Trustee shall authenticate and deliver to the transferor a Definitive Note in a principal amount equal to the principal amount which has not been transferred. A Holder of a Definitive Note may at any time exchange such Definitive Note for one or more Definitive Notes of other authorized denominations and in the same aggregate principal amount and registered in the same name by delivering such Definitive Note, duly endorsed as provided herein, to the Trustee together with instructions directing the Trustee to authenticate and deliver one or more Definitive Notes in the same aggregate principal amount and registered in the same name as the Definitive Note to be exchanged, and the Note Registrar thereupon shall cancel or caused to be canceled such Definitive Note and concurrently therewith the Company shall execute and Trustee shall authenticate and deliver, one or more Definitive Notes in the same aggregate principal amount and registered in the same name as the Definitive Note being exchanged. In the case of a transfer to which clause 4 applies, the Note Registrar will not effect such transfer until the Company has confirmed to the Note Registrar that it has received all such certificates, other information and/or legal opinions as it has reasonably requested.

     (iii) Definitive Note to Global Note . If a Holder of a Definitive Note wishes at any time to transfer such Definitive Note (or portion thereof) to a Person who is not required to take delivery thereof in the form of a Definitive Note, such Holder shall, subject to the restrictions on transfer set forth herein and in such Definitive Note and the rules of the Depositary cause the exchange of such Definitive Note for a beneficial interest in the Global Note. Upon receipt by the Note Registrar of (1) such Definitive Note, duly endorsed as provided herein, (2) instructions from such Holder directing the Trustee to increase the aggregate principal amount of the Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary by the same aggregate principal amount as the Definitive Note to be exchanged, such instructions to contain the name or names of a member of, or participant in, the Depositary that is designated as the transferee, the account of such member or participant and other appropriate delivery instructions, (3) the assignment form on the back of the Definitive Note completed in full, (4) in the case of a Restricted Note, such certifications or other information and legal opinions (which, along with a certification from the transferee in substantially the form of Exhibit C, shall be required in the case of transfers of any Note of the Company pursuant to Rule 144 under the Securities Act), 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 and (5) in the case of any transfer of an Affiliate Note, a letter from the transferee in substantially the form of Exhibit B and such certifications, information and legal opinions as the Company may reasonably require to confirm that such Note, after giving effect to such transfer, is not a “restricted security” within the meaning of Rule 144 of the Securities Act, no longer required to bear the Affiliate Legend, then the Trustee shall cancel or cause to be canceled such Definitive Note and concurrently therewith shall increase the aggregate principal amount of the Global Note by the same aggregate principal amount as the Definitive Note canceled; provided , that in the case of any transfer of an Affiliate Note to a Person taking delivery thereof as a beneficial interest in a Global Note, any such transfer shall be made only pursuant either (i) in a transaction complying with Rule 144 or (ii) pursuant to an effective shelf registration statement, such effectiveness to be certified by the Company to the Trustee or (iii) to Persons who agree to be bound by the restrictions applicable to such Holders for so long as such transferred securities constitutes “restricted securities.” In the case of a transfer to which clause 4 or clause 5 applies, the Note Registrar will not effect such transfer until the Company has confirmed to the Note Registrar that it has received all such certificates, other information and/or legal opinions as it has reasonably requested.

     The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members in any Global Indenture) other than to require delivery of such certificates and other documentation or evidence as are expressly required by a written direction from the Company.

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

     Following receipt by the Trustee or such authenticating agent, as the case may be, of satisfactory security or indemnity and evidence, as described in the preceding paragraph, the Trustee or such authenticating agent may authenticate any such substituted Note and make available for delivery such Note. Upon the issuance of any substituted Note, the Company may require the payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other expenses connected

therewith. In case any Note that has matured or is about to mature or has been called for redemption or has been properly tendered for repurchase on a Designated Event Repurchase Date (and not withdrawn) or has been tendered for repurchase on a Repurchase Date (and not withdrawn), as the case may be, or is to be exchanged or converted pursuant to this Indenture, shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Note, pay or authorize the payment of or exchange or convert or authorize the exchange or conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or exchange or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or in connection with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, the Trustee and, if applicable, any Paying Agent or Conversion Agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

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

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

benefits and subject to the same limitations under this Indenture as Notes in certificated form authenticated and delivered hereunder.

     Section 2.08. Cancellation of Notes . All Notes surrendered for the purpose of payment, redemption, repurchase, exchange, conversion or registration of transfer shall, if surrendered to the Company or any paying agent to whom Notes may be presented for payment (the “ Paying Agent ”) or any conversion agent to whom the Notes may be presented for conversion (the “Conversion Agent”), which in each case shall initially be The Bank of New York Mellon, or any Note Registrar, be surrendered to the Trustee and promptly canceled by it or, if surrendered to the Trustee, shall be promptly canceled by it and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of such canceled Notes in accordance with its customary procedures. If the Company shall acquire any of the Notes, such acquisition shall not operate as a redemption, repurchase or satisfaction of the indebtedness represented by such Notes unless and until the same are delivered to the Trustee for cancellation.

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

ARTICLE 3
REPURCHASE OF NOTES

     Section 3.01. Sinking Fund . There shall be no sinking fund provided for the Notes.

     Section 3.02. Repurchase at Option of Holders Upon a Designated Event .

     (a) If there shall occur a Designated Event at any time prior to maturity of the Notes, then each Noteholder shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Notes, or any portion thereof that is an integral multiple of $1,000 principal amount, in cash, on a date (the “ Designated Event Repurchase Date ”) specified by the Company, which may be no earlier than fifteen (15) days and no later than thirty (30) days after the date of the Company Repurchase Notice related to such Designated Event, at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Designated Event Repurchase Date; provided , however , that if the Designated Event Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Company will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date, and the repurchase price will be 100% of the principal amount of the Notes to be repurchased.

     (b) On or before the tenth calendar day after the occurrence of a Designated Event, the Company shall mail or cause to be mailed (or sent by electronic transmission) to all Holders of record on the date of the Designated Event (and to beneficial owners as required by applicable law) a Company Repurchase Notice as set forth in Section 3.03 with respect to such Designated Event. 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 Noteholders. In addition to the mailing of such Company Repurchase Notice, the Company shall disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News announcing the occurrence of such Designated Event or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on the Company’s website, or through such other public medium as the Company shall deem appropriate at such time.

     No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.02.

     (c) For a Note to be repurchased at the option of the Holder pursuant to this Section 3.02, the Holder must deliver to the Paying Agent, prior to 5:00 p.m., New York City time, on the second Business Day immediately prior to the Designated Event Repurchase Date, (i) a written notice of repurchase (the “ Designated Event Repurchase Notice ”) in the form set forth on the reverse of the Note duly completed (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note that the Holder will deliver to be repurchased (if the Note is certificated) or that the relevant Designated Event Repurchase Notice complies with the appropriate Depositary procedures (if the Note is represented by a Global Note), (B) the portion of the principal amount of the Note 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 (provided that the remaining principal amount of Notes held by such Holder that are not subject to repurchase must be in an authorized denomination) and (C) that such Note shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note is certificated) or book-entry transfer of such Note (if such Note is represented by a Global Note). The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Repurchase Notice (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 3.02 only if the Notes 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 Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent any manifest error.

     (d) The Company, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 3.02, a portion of a Note, if the principal amount of such portion

is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.

     (e) Notwithstanding the foregoing, no Notes may be repurchased by the Company pursuant to this Section 3.02 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured, on or prior to the relevant Designated Event Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the repurchase price pursuant to this Section 3.02 with respect to the Notes to be repurchased).

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

     Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.02 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the Designated Event Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to 5:00 p.m., New York City time, on the second Business Day prior to the Designated Event Repurchase Date, and (ii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of the Note. Payment of the repurchase price for a Note for which a Designated Event Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent.

     Section 3.03. Company Repurchase Notice .

     (a) The Company Repurchase Notice, as provided in Section 3.02(b), shall be given to Holders in the event of a Designated Event, on or before the tenth calendar day after the occurrence of such a Designated Event as provided in Section 3.02(b) (the “ Company Repurchase Notice Date ”).

     (b) In connection with any repurchase of Notes, the Company shall, on the applicable Company Repurchase Notice Date, give written notice to Holders (with a copy to the Trustee) setting forth information specified in this Section 3.03 (the “ Company Repurchase Notice ”).

Each Company Repurchase Notice shall:

     (i) state the repurchase price, and the Designated Event Repurchase Date to which the relevant Company Repurchase Notice relates;

     (ii) state the circumstances constituting the Designated Event;

     (iii) state that Holders must exercise their right to elect to repurchase prior to 5:00 p.m., New York City time, on the second Business Day immediately prior to the Designated Event Repurchase Date;

     (iv) include a form of Designated Event Repurchase Notice;

     (v) state the name and address of the Trustee, the Paying Agent and, if applicable, the Conversion Agent;

     (vi) state that Notes must be surrendered to the Paying Agent to collect the repurchase price;

     (vii) state that a Holder may withdraw its Designated Event Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the second Business Day immediately prior to the Designated Event Repurchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.04;

     (viii) if the Notes are then convertible, state that Notes as to which a Designated Event Repurchase Notice has been given may be converted only if the Designated Event Repurchase Notice is withdrawn in accordance with the terms of this Indenture;

     (ix) state the amount of interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the Designated Event Repurchase Date;

     (x) state that, unless the Company defaults in making payment of the repurchase price, interest on Notes covered by any Designated Event Repurchase Notice shall cease to accrue on and after the Designated Event Repurchase Date;

     (xi) state the CUSIP number of the Notes, if CUSIP numbers are then in use; and

     (xii) state the procedures for withdrawing a Designated Event Repurchase Notice, including a form of notice of withdrawal (as specified in Section 3.04).

     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.

     If any of the Notes is represented by a Global Note, then the Company will modify such Company Repurchase Notice to the extent necessary to accord with the applicable procedures of the Depositary that apply to the repurchase of Global Notes.

     (c) 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 Notes, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the Notes.

     Section 3.04. Effect of Repurchase Notice; Withdrawal . Upon receipt by the Paying Agent of the Designated Event Repurchase Notice, the Holder of the Note in respect of which such Designated Event Repurchase Notice was given shall (unless such Designated Event Repurchase Notice is validly withdrawn in accordance with this Section 3.04) thereafter be entitled to receive solely the repurchase price with respect to such Note.

     Notes in respect of which a Designated Event Repurchase Notice has been given by the Holder thereof may not be converted pursuant to Article 13 hereof on or after the date of the delivery of such Designated Event Repurchase Notice unless such Designated Event Repurchase Notice has first been validly withdrawn.

     A Designated Event Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to 5:00 p.m., New York City time, on the second Business Day immediately prior to the Designated Event Repurchase Date specifying:

     (a) the name of the Holder;

     (b) the certificate number(s) of all withdrawn Notes in certificated form or that the notice of withdrawal complies with appropriate Depositary procedures with respect to all withdrawn Notes represented by a Global Note;

     (c) the principal amount of Notes with respect to which such notice of withdrawal is being submitted, which must be an integral multiple of $1,000; and

     (d) the principal amount of Notes, if any, that remains subject to the original Designated Event Repurchase Notice and that has been or will be delivered for repurchase by the Company.

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

     Section 3.05. Deposit of Repurchase Price .

     (a) Prior to 11:00 a.m., New York City time, on the Designated Event 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 4.04 an amount of cash (in immediately available funds if deposited on the Designated Event Repurchase Date), sufficient to pay the aggregate repurchase price of all the Notes or portions thereof that are to be repurchased as of the Designated Event Repurchase Date.

     (b) If on the Designated Event Repurchase Date the Paying Agent holds money sufficient to pay the repurchase price of the Notes that Holders have elected to require the Company to repurchase in accordance with Section 3.02 then, on the Designated Event Repurchase Date such Notes will cease to be outstanding, interest will cease to accrue and all other rights of the Holders of such Notes will terminate, other than

the right to receive the repurchase price upon delivery or book-entry transfer of the Note. This will be the case whether or not book-entry transfer of the Note has been made or the Note has been delivered to the Paying Agent.

     Section 3.06. Notes Repurchased in Part . Upon presentation of any Note 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 Note or Notes in aggregate principal amount equal to the unrepurchased portion of the Notes presented (provided that the unrepurchased portion of the Notes must be in a denomination of $100,000 or an integral multiple of $1,000 in excess thereof).

     Section 3.07. Repayment to the Company . Subject to Section 11.04, the Paying Agent shall return to the Company any cash that remains unclaimed, together with interest, if any, thereon, held by it for the payment of the repurchase price; provided that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.05 exceeds the aggregate repurchase price of the Notes or portions thereof which the Company is obligated to repurchase as of the Designated Event Repurchase Date then, unless otherwise agreed in writing with the Company, promptly after the second Business Day following the Designated Event Repurchase Date the Paying Agent shall return any such excess to the Company, together with interest, if any, thereon.

ARTICLE 4
PARTICULAR COVENANTS OF THE COMPANY

     Section 4.01. Payment of Principal, Premium and Interest; Additional Amounts .

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

     (b) All payments in respect of the Notes will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any jurisdiction other than the United States (“ Relevant Taxing Jurisdiction ”) or any political subdivision or any authority thereof or therein having power to tax unless such withholding or deduction is required by law. If, as a result of a Redomiciliation (as defined below) by the Company, any amounts are required to be so withheld or deducted, the Company will pay such additional amounts as shall be necessary in order that the net amounts received by the Holders of the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction (“ Additional Amounts ”); except that no such Additional Amounts shall be payable with respect to any Note:

     (i) presented for payment by or on behalf of a Holder or a beneficial owner of a Holder who is liable for such taxes or duties in respect of such Note by

reason of his having some connection with the Relevant Taxing Jurisdiction or any political subdivision or any authority thereof or therein other than the mere holding of such Note; or

     (ii) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the Holder thereof would have been entitled to an Additional Amount on presenting the same for payment on such 30th day; or

     (iii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to EC Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or

     (iv) presented for payment by or on behalf of a Holder who would be able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a Member State of the European Union; or

     (v) presented for payment by or on behalf of a Holder who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority.

     As used herein, the “ Relevant Date ” means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Paying Agent on or prior to such due date, “ Relevant Date ” means the date on which the full amount of such moneys have been so received.

     The Company will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such taxes and will provide such certified copies to each Holder. The Company will attach to each certified copy a certificate stating (x) that the amount of withholding taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding taxes paid per $1,000 principal amount of the Notes. Copies of such documentation will be available for inspection during ordinary business hours at the office of the Trustee by the Holders of the Notes upon request and will be made available at the offices of the Paying Agent.

     At least 30 days prior to the Relevant Date with respect to a payment, if the Company will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Each such Officer’s Certificate shall be relied upon until receipt of a further Officer’s Certificate addressing such matters.

     Wherever in this Indenture or the Notes there are mentioned, in any context, the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on or with respect to the Notes, such reference shall be deemed to include payment of Additional Amounts as described under this Section 4.01 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

     Section 4.02. Maintenance of Office or Agency . The Company will maintain an office or agency in the United States, which shall initially be The City of New York, New York, where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. As of the date of this Indenture, such office shall be the Corporate Trust Office 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 Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

     The Company hereby initially designates the Trustee as Paying Agent, Note Registrar and Conversion Agent with respect to the Notes, and as Custodian with respect to the Global Notes only, and the Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes.

     So long as the Trustee is the Note Registrar, the Trustee agrees to send by electronic transmission, mail, or cause to be mailed, the notices set forth in Section 7.10 and the third paragraph of Section 7.11. If co-registrars have been appointed in accordance with this Section 4.02, the Trustee shall mail such notices only to the Company and the Holders of Notes it can identify from the Note Register.

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

     Section 4.04. Provisions as to Paying Agent .

     (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying

Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:

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

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

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

     The Company shall, on or before 10:00 a.m., New York City time, at least one Business Day prior to each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent in New York City a sum (in funds that are immediately available for such payment) sufficient to pay such principal, premium, if any, or interest, or any other amounts due, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action.

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

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

     (d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Section 11.02 and Section 11.03.

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

     Section 4.05. Existence . Subject to Article 10, 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).

     Section 4.06. Rule 144A Information Requirement . If so required by Rule 144A the Company will promptly furnish to the Holders, beneficial owners and prospective purchasers of the Notes and of any Common Stock delivered upon conversion of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) to facilitate the resale of the Notes and the Common Stock pursuant to Rule 144A.

     Section 4.07. Stay, Extension and Usury Laws . The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal, premium, if any, or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

     Section 4.08. Compliance Certificate . Within one hundred twenty (120) calendar days after the end of each fiscal year of the Company, the Company shall deliver to the Trustee an Officers’ Certificate stating whether or not the signers have knowledge of any default under this Indenture, and, if so, specifying each default or Event of Default and the nature and the status thereof.

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

     Any notice required to be given under this Section 4.08 shall be delivered to a Responsible Officer of the Trustee at its Corporate Trust Office.

     Section 4.09. Additional Interest Notice . In the event that the Company is required to pay Additional Interest to Holders of Notes pursuant to the Registration Rights Agreement, the Company will provide written notice (“ Additional Interest Notice ”) to the Trustee of its obligation to pay Additional Interest no later than fifteen (15) calendar days prior to the proposed interest payment date for Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Company on such interest payment date. The

Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Additional Interest, or with respect to the nature, extent or calculation of the amount of Additional Interest when made, or with respect to the method employed in such calculation of the Additional Interest.

ARTICLE 5
NOTEHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     Section 5.01. Noteholders’ Lists . The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semiannually, not more than fifteen (15) calendar days after each May 15 and November 15 of each year beginning with November 15, 2009, and at such other times as the Trustee may reasonably request in writing, within thirty (30) calendar days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of Notes as of a date not more than fifteen (15) calendar days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except that no such list need be furnished by the Company to the Trustee so long as the Trustee is acting as the sole Note Registrar.

     Section 5.02. Preservation and Disclosure of Lists .

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

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

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

     Section 5.03. Reports by Trustee .

     (a) Within sixty (60) calendar days after May 15 of each year beginning with May 15, 2010, the Trustee shall transmit to Holders of Notes such reports dated as of May 15 of the year in which such reports are made concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. In the event that no events have occurred

under the applicable sections of the Trust Indenture Act the Trustee shall be under no duty or obligation to provide such reports.

     (b) A copy of such report shall, at the time of such transmission to Holders of Notes, be filed by the Trustee with each stock exchange and automated quotation system, if any, upon which the Notes are listed and with the Company and, at such time, if any, as the Indenture is qualified under the Trust Indenture Act, with the SEC. The Company will promptly notify the Trustee in writing if the Notes are listed on any stock exchange or automated quotation system or delisted therefrom.

     Section 5.04. Reports by Company . Whether or not the Company is subject to Section 13 or 15(d) of the Exchange Act and for so long as any Notes are outstanding, within the time periods required by the applicable rules and regulations of the Commission, the Company will furnish to the Holders of the Notes, or cause the Trustee to furnish to the Holders of the Notes, (1) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if the Company were required to file such reports; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

ARTICLE 6
REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
ON AN EVENT OF DEFAULT

     Section 6.01. Events of Default . In case one or more of the following (“ Events of Default ”) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing:

     (a) default for thirty (30) days in the payment of any installment of interest under the Notes, whether or not such payment is prohibited by the subordination provisions set forth in Article 15; or

     (b) default in the payment of the principal amount or any repurchase price due with respect to the Notes including upon a Change of Control, when the same becomes due and payable, whether or not such payment is prohibited by the subordination provisions of Article 15; or

     (c) the Company fails to deliver all shares of Common Stock when such Common Stock is required to be delivered upon conversion of any Notes, and such default continues for fifteen (15) Business Days; or

     (d) the Company fails to comply with any of the Company’s other agreements contained in the Notes or this Indenture upon receipt by the Company of notice of such default by the Trustee or by Holders of not less than 25% in aggregate principal amount of the Notes then outstanding and the Company fails to cure (or obtain a waiver of) such default within seventy-five (75) days after the Company receives such notice; or

     (e) failure to pay any indebtedness for money borrowed by the Company or any Subsidiaries in an outstanding principal amount of in excess of $25,000,000 or more when such indebtedness becomes due and payable, at scheduled maturity or upon a required prepayment (after giving effect to any applicable grace period provided in such indebtedness) or upon acceleration, which indebtedness is not discharged, or such default in payment or acceleration is not cured or rescinded, within thirty (30) days after written notice to the Company from the Trustee (or to the Company and the Trustee from Holders of at least 25% in principal amount of the outstanding Notes); or

     (f) the Company fails to provide on ten (10) days’ notice in connection with the occurrence of a Designated Event and the Company fails to cure (or obtain a waiver of) such default within twenty (20) Business Days after the occurrence of a Designated Event as provided in Section 3.03(b); or

     (g) the Company or any of its Significant Subsidiaries pursuant to or under or within the meaning of any Bankruptcy Law:

     (i) commences a voluntary case or proceeding seeking liquidation, reorganization or other relief with respect to the Company or a Significant Subsidiary or its debts under any Bankruptcy Law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or a Significant Subsidiary or any substantial part of the property of the Company or a Significant Subsidiary; or

     (ii) consents to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the Company or a Significant Subsidiary; or

     (iii) consents to the appointment of a custodian of it or for all or substantially of its property; or

     (iv) makes a general assignment for the benefit of creditors; or

     (h) an involuntary case or other proceeding shall be commenced against the Company or any of its Significant Subsidiaries seeking liquidation, reorganization or other relief with respect to the Company or a Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or a Significant Subsidiary or any substantial part of the property of the

Company or a Significant Subsidiary, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) calendar days; or

     (i) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

     (i) is for relief against the Company or any of its Significant Subsidiaries in an involuntary case or proceeding; or

     (ii) appoints a trustee, receiver, liquidator, custodian or other similar official of the Company or a Significant Subsidiary or any substantial part of the property of the Company or a Significant Subsidiary; or

     (iii) orders the liquidation of the Company or a Significant Subsidiary; and, in each case in this clause (i), the order or decree remains unstayed and in effect for sixty (60) calendar days;

then, and in each and every such case (other than an Event of Default specified in Sections 6.01(g)