INDENTURE

Exhibit 4.1

Execution Version

UAL CORPORATION

as Issuer

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

INDENTURE

Dated as of October 7, 2009

6.0% Convertible Senior Notes due 2029

Table Showing Reflection in Indenture of Certain Provisions
of Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990*

Reflected in Indenture

N.A. means not applicable.

TABLE OF CONTENTS

     INDENTURE dated as of October 7, 2009, between UAL CORPORATION, a Delaware corporation (the “ Company ”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “ Trustee ”).

     This Indenture supplements and, except with respect to the provisions therein required by the Trust Indenture Act, to the extent inconsistent therewith, amends and restates the form of indenture attached as Exhibit 4.5 to the Company’s registration statement on Form S-3 filed with the SEC on December 1, 2008.

     Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the securities issued under this Indenture (the “ Notes ”):

ARTICLE 1
Definitions and Incorporation by Reference

     Section 1.01 . Definitions.

     “ Additional Interest ” means all amounts, if any, payable pursuant to Section 6.07.

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

     “ Agent ” means any Registrar, Paying Agent, Conversion Agent or co-registrar.

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

     “ Board of Directors ” means the board of directors of the Company or any committee thereof duly authorized to act on behalf of the board of directors of the Company.

     “ Business Day ” means any day that is not a Legal Holiday.

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

     “ Close of Business ” means 5:00 p.m. (New York City time).

     “ Closing Date ” means the date of this Indenture.

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

     “ Common Equity ” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

     “ Common Stock ” means, subject to Section 10.06(b), shares of common stock of the Company, par value $0.01 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 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.

     “ Company ” has the meaning set forth in the recitals hereto.

     “ Company Notice ” has the meaning set forth in Section 11.01(b).

     “ Conversion Agent ” has the meaning specified in Section 10.08.

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

     “ Conversion Obligation ” has the meaning specified in Section 10.01(a).

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

     “ Conversion Rate ” has the meaning specified in Section 10.01(a).

     “ Corporate Trust Office of the Trustee ” means the office of the Trustee at which this Indenture shall be principally administered, which office shall initially be located at the address of the Trustee specified in Section 12.02 and for purposes of Sections 2.02 and 2.05, such office shall also mean the office or agency of the Trustee located at 101 Barclay Street, New York, NY 10286, Attention: Bond Operations-7E, and may be located at such other address as the Trustee may give notice to the Company and the Holders or such other address as a successor Trustee may designate from time to time by notice to the Company and the Holders.

     “ Custodian ” means the custodian with respect to a Global Note (as appointed by the Depositary) or any successor thereto, who shall initially be the Trustee.

     “ Daily VWAP ” for the Common Stock, in respect of any Trading Day, means the per share volume-weighted average price on The NASDAQ Global Select Market (or if the Common Stock is not then listed on such market, on the primary exchange or quotation system on which the Common Stock then trades or is quoted) as displayed under the heading “Bloomberg VWAP” on Bloomberg page “UAUA.Q <equity> AQR” (or its equivalent successor page if such page is not available) in respect of the period from the scheduled opening of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day as determined using a volume-weighted average price method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). Daily VWAP shall be determined without regard to after hours trading or any other trading outside of the regular trading session.

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

     “ Definitive Notes ” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.12 hereof.

     “ Depositary ” means The Depositary Trust Company and its successors.

     “ Designated Institution ” has the meaning specified in Section 10.11.

     “ Dollar ” means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debt.

     “ Effective Date ” has the meaning specified in Section 10.03(a).

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

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “ Exchange Consideration ” has the meaning specified in Section 10.11.

     “ Ex-Dividend Date ” means, with respect to any issuance, dividend or distribution in which the holders of Common Stock (or other security) have the right to receive any cash, securities or other property, the first date on which the shares of the Common Stock (or other security) trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question.

     “ Expiration Date ” has the meaning specified in Section 10.04(e).

     “ Expiration Time ” has the meaning specified in Section 10.04(e).

     “ Fundamental Change ” means the occurrence after the original issuance of the Notes of any of the following events:

     (a) any “person” or “group” (within the meaning of Section 13(d) of the Exchange Act) other than the Company or its Subsidiaries files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common Equity representing more than 50% of the voting power of the Company’s Common Equity;

     (b) consummation of any binding share exchange, exchange offer, tender offer, consolidation or merger of the Company pursuant to which all or substantially all of the Common Stock will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one or more of the Company’s Subsidiaries (any such exchange, offer, consolidation, merger, transaction or series of transactions being referred to in this clause (b) as a “transaction” or an “event”); provided , however , that any such transaction or event where the holders of more than 50% of the outstanding shares of Common Stock immediately prior to such transaction or event, own, directly or indirectly, more than 50% of all classes of the Common Equity of the continuing or surviving person or transferee or the parent thereof immediately after such transaction or event shall not be a Fundamental Change;

     (c) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or

     (d) the Common Stock (or other common stock into which the Notes are then convertible) ceases to be listed on The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market;

provided , however , in the case of a transaction or event described in clause (b) above, if (1) at least 90% of the consideration, excluding cash payments for fractional shares, in such transaction or event consists of shares of Publicly Traded Securities, and (2) as a result of such transaction or event the Notes become convertible into such Publicly Traded Securities and any other consideration received in connection with such transaction, excluding cash payments for fractional shares, such transaction or event shall not constitute a Fundamental Change; provided , further , if any transaction in which all of the Common Stock is replaced by the securities of another entity shall occur, following completion of any related Make-Whole Fundamental Change Period and any related Fundamental Change Repurchase Date, references to the Company solely for purposes of this definition shall instead apply to such other entity.

     For purposes of this definition, whether a “ person ” is a “ beneficial owner ” shall be determined in accordance with Rule 13d-3 under the Exchange Act and “person” includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

     “ Fundamental Change Company Notice ” has the meaning specified in Section 11.02(b).

     “ Fundamental Change Expiration Time ” has the meaning specified in Section 11.02(b)(x).

     “ Fundamental Change Repurchase Date ” has the meaning specified in Section 11.02(a).

     “ Fundamental Change Repurchase Notice ” has the meaning specified in Section 11.02(a)(i).

     “ Fundamental Change Repurchase Price ” has the meaning specified in Section 11.02(a).

     “ GAAP ” means generally accepted accounting principles in the United States of America as in effect from time to time. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP.

     “ Global Note ” means a Note in global form registered in the name of the Depositary or its nominee.

     “ Holder ” or “ Noteholder ”, as applied to any Note, means any Person in whose name at the time a particular Note is registered on the Note Register.

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

     “ Interest Payment Date ” means each April 15 and October 15 of each year, beginning on April 15, 2010; provided , however , that if any Interest Payment Date, the Stated Maturity or any earlier Redemption Date, Repurchase Date or Fundamental Change Repurchase Date falls on a date that is not a Business Day, such payment of interest (including Additional Interest, if any) (and principal in the case of the Stated Maturity or earlier Redemption Date, or to the extent paid in cash, Repurchase Date or Fundamental Change Repurchase Date) will be postponed until the next succeeding Business Day, and no interest or other amount will be paid as a result of such postponement.

     “ Interest Record Date, ” with respect to any Interest Payment Date, means the April 1 or October 1 (whether or not such day is a Business Day) immediately preceding the relevant Interest Payment Date, respectively.

     “ Last Reported Sale Price ” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the primary exchange or quotation system on which the Common Stock then trades or is quoted. The Last Reported Sale Price shall be determined without reference to after-hours or extended market trading. If the Common Stock is not listed for trading on a U.S. national securities exchange on the relevant date, then the “Last Reported Sale Price” of the Common Stock shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by Pink OTC Markets Inc. or similar organization. If the Common Stock is not so quoted, then the “Last Reported Sale Price” of the Common Stock shall be determined by a U.S. nationally recognized independent investment banking firm selected by the Company for this purpose.

     “ Legal Holiday ” has the meaning specified in Section 12.08.

     “ Make-Whole Conversion Rate Adjustment ” has the meaning specified in Section 10.03(a).

     “ Make-Whole Fundamental Change ” means any transaction or event that occurs on or prior to October 15, 2014 and constitutes a Fundamental Change

under clause (a) or (b) of the definition thereof (in the case of any Fundamental Change described in clause (b) of the definition thereof, determined without regard to the proviso in such clause (b) but subject to the provisos immediately following clause (d) of the definition of Fundamental Change).

     “ Make-Whole Fundamental Change Period ” has the meaning specified in Section 10.03(a).

     “ Market Disruption Event ” means (a) a failure by the primary exchange or quotation system on which the Common Stock then trades or is quoted, as the case may be, to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock, of an aggregate one-half hour period, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock.

     “ Merger Event ” has the meaning specified in Section 10.06.

     “ Note ” has the meaning specified in the Preamble.

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

     “ Notice of Conversion ” has the meaning specified in Section 10.02(b).

     “ Notice of Redemption ” has the meaning specified in Section 3.03.

     “ Officer ” means the Chairman of the Board of Directors, the chief executive officer, the chief financial officer, the president, any vice president, the treasurer, the controller or the secretary of the Company.

     “ Officers’ Certificate ” means a certificate signed by two Officers of the Company, that meets the requirements of Section 12.04 hereof.

     “ Open of Business ” means 9:00 a.m. (New York City time).

     “ Opinion of Counsel ” means a written opinion from legal counsel, that meets the requirements of Section 12.04 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee.

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

     “ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated

organization, government or any agency or political subdivision thereof or any other entity.

     “ 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 2.09 in lieu of or in exchange for a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note that it replaces.

     “ Prospectus ” means the prospectus dated December 1, 2008 as supplemented by the final prospectus supplement dated October 1, 2009 relating to the offering and sale of the Notes.

     “ Publicly Traded Securities ” means shares of common stock that are traded on a U.S. national securities exchange or that will be so traded when issued or exchanged in connection with a transaction or event described in clause (b) of the definition of “Fundamental Change.”

     “ Record Date ” has the meaning specified in Section 10.04(f).

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

     “ Redemption Price ” means the price at which the Notes may be redeemed, as set forth in Section 3.01.

     “ Reference Property ” has the meaning specified in Section 10.06(b).

     “ Registrar ” has the meaning specified in Section 2.05.

     “ Repurchase Date ” has the meaning specified in Section 11.02(a).

     “ Repurchase Expiration Time ” has the meaning specified in Section 11.01(b).

     “ Repurchase Price ” has the meaning specified in Section 11.01(a).

     “ Repurchase Notice ” has the meaning specified in Section 11.01(a).

     “ Scheduled Trading Day ” means any day that is scheduled to be a Trading Day. If the Common Stock is not so listed for trading or quotation on or by any exchange or quotation system, “Scheduled Trading Day” means a Business Day.

     “ SEC ” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934.

     “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     “ Significant Subsidiary ” means, at any time, any Subsidiary of the Company which would be a “Significant Subsidiary” at such time, as such term is defined in Regulation S-X promulgated by the SEC, as in effect on the Closing Date.

     “ Spin-Off ” has the meaning specified in Section 10.04(c).

     “ Stated Maturity ” means October 15, 2029.

     “ Stock Price ” means (a) in the case of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change in which holders of Common Stock receive solely cash consideration in connection with such Make-Whole Fundamental Change, the amount of cash paid per share of the Common Stock and (b) in the case of all other Make-Whole Fundamental Changes, the average of the Last Reported Sale Prices per share of Common Stock over the period of ten consecutive Trading Days ending on, and including, the Trading Day immediately preceding the Effective Date of such Make-Whole Fundamental Change. The Board of Directors will make appropriate adjustments, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, during such ten consecutive Trading Day period.

     “ Subsidiary ” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.

     “ Successor Company ” has the meaning specified in Section 5.01(a).

     “ Trust Indenture Act ” means the Trust Indenture Act of 1939 (15 U.S.C. §§77aaa-77bbbb) and the rules and regulations thereunder as in effect on the Closing Date.

     “ Trading Day ” means a day during which (a) trading in the Common Stock generally occurs on the primary exchange or quotation system on which

Common Stock then trades or is quoted and (b) there is no Market Disruption Event. If the Common Stock (or other security for which a Last Reported Sale Price or Daily VWAP must be determined) is not so traded or quoted, “Trading Day” means any Business Day.

     “ Trigger Event ” has the meaning specified in Section 10.04(c).

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

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

     “ Valuation Period ” has the meaning specified in Section 10.04(c).

     “ Weighted Average Consideration ” has the meaning specified in Section 10.06(c)(iii).

     Section 1.02. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the Trust Indenture Act, which are incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act terms have the following meanings:

     “ Commission ” means the SEC.

     “ indenture securities ” means the Notes.

     “ indenture security holder ” means a Holder.

     “ indenture to be qualified ” means this Indenture.

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

     “ obligor ” on the Notes means the Company, and any other obligor on the Notes.

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

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

     (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) “including” means including without limitation;

     (e) words in the singular include the plural and words in the plural include the singular; and

     (f) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP.

ARTICLE 2
The Notes

     Section 2.01. Designation and Amount. The Notes shall be designated as the “6.0% Convertible Senior Notes due 2029.” The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $345,000,000, and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 9.04, Section 10.02, Section 11.01(h) and Section 11.02(h) hereof. The Company may, without the consent of the Noteholders, reopen the Notes and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes previously issued in an unlimited aggregate principal amount, provided that no such additional Notes may be issued unless they will be fungible with the Notes for U.S. federal income tax purposes.

     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 respective forms set forth in Exhibit A, which are incorporated in and made a part of this Indenture.

     Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary, any regulatory body or required to comply with any applicable law or regulation

thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject.

     Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer 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 to comply with any 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 designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject.

     A Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding 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 (including any Redemption Price, Repurchase Price or Fundamental Change Repurchase Price, as the case may be), accrued and unpaid interest and Additional Interest, if any, on a Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein.

     The Company shall pay the principal and interest (including Additional Interest, if any) of any Definitive Notes at the office or agency of the Company maintained by the Company for such purposes in the Borough of Manhattan, New York City.

     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.

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

     The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the Close of Business on any Interest Record Date with respect to any Interest Payment Date shall be entitled to receive the interest (including Additional Interest, if any) payable on such Interest Payment Date.

     Interest on the Notes (other than Notes that are Global Notes), including Additional Interest, if any, will be payable (i) to Holders of the Notes having an aggregate principal amount of Notes of $5,000,000 or less, by check mailed to the Holders of these Notes at their address in the Note Register and (ii) to Holders having an aggregate principal amount of Notes in excess of $5,000,000, either by check mailed to each Holder at its address in the Note Register or, upon application by a Holder to the Registrar not later than the relevant Interest Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until that Holder notifies, in writing, the Registrar to the contrary.

     Section 2.04. Execution and Authentication. One or more Officers of the Company shall sign the Notes on behalf of the Company by manual or facsimile signature. The Notes may be in facsimile form.

     If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.

     A Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

     The Trustee shall authenticate and deliver a Global Note for original issue in an aggregate face amount of up to $345,000,000 upon a written order of the Company signed by one Officer of the Company.

     The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in

this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

     In authenticating the Notes, the Trustee shall receive, and subject to the Trust Indenture Act will be fully protected in relying upon, an Opinion of Counsel that this Indenture and such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity, and subject to customary assumptions), and that all conditions precedent in respect of the authentication and delivery by the Trustee of such Notes have been complied with.

     Section 2.05. Registrar and Paying Agent. The Company shall maintain, with respect to the Notes, at the place or places pursuant to Section 2.02, an office or agency where the Notes may be presented for registration of transfer or for exchange (the “ Registrar ”) and an office or agency where the Notes may be presented for payment (the “ Paying Agent ”). The Registrar shall keep a register with respect to the Notes and of their transfer and exchange (the “ Note Register ”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrars. The Company hereby appoints the Trustee as Registrar and Paying Agent for the Notes and its agency in New York City as a place where Notes may be presented for payment or for registration of transfer or for exchange.

     The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Company or any of its domestically organized Significant Subsidiaries may act as Paying Agent or Registrar.

     The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee without prior notice to the Holders of the Notes; provided, however , that no such removal shall become effective until (a) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor

Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (b) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (a) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however , that the Trustee may resign as Registrar or Paying Agent only if the Trustee also resigns as Trustee in accordance with Section 7.07.

     Section 2.06. Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Holders of any Notes, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or any of its Significant Subsidiaries) shall have no further liability for the money. If the Company or any of its Significant Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of any Notes all money held by it as Paying Agent.

     Section 2.07. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of the Notes and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten days before each interest payment date and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Holders of the Notes.

     Section 2.08. Transfer and Exchange. Where the Notes are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of the Notes, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge required by law or permitted by this Indenture if a holder requires any shares of Common Stock to be issued in a name other than such Holder’s name.

     Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Notes for the period beginning at the Open of

Business fifteen days immediately preceding the mailing of a Notice of Redemption and ending at the Close of Business on the day of such mailing or (b) to register the transfer of or exchange Notes selected, called or being called for redemption as a whole or the portion being redeemed of any such Notes selected, called or being called for redemption in part, or any Notes surrendered for repurchase or conversion, except for any portion of the Notes not being redeemed, repurchased or converted, as the case may be.

     Section 2.09. Mutilated, Destroyed, Lost and Stolen Notes. If any mutilated Note is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Note and (b) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and upon their request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Note, a new Note and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note.

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

     Every new Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

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

     Section 2.10. Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Note effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding.

     If a Note is replaced pursuant to Section 2.09, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

     If the Paying Agent holds at the Stated Maturity of the Notes money sufficient to pay such Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

     A Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

     Section 2.11. Treasury Notes. In determining whether the Holders of the required principal amount of the Notes have concurred in any request, demand, authorization, direction, notice, consent or waiver, the Notes owned by the Company shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver only the Notes that the Trustee knows are so owned shall be so disregarded.

     Section 2.12. Temporary Notes. Until Definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee upon request shall authenticate Definitive Notes in exchange for temporary Notes. Until so exchanged, temporary Notes shall have the same rights under this Indenture as the Definitive Notes.

     Section 2.13. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Notes in accordance with its then existing procedures therefor (subject to the record retention requirement of the Exchange Act), and upon request shall deliver a certificate of such disposal to the Company, unless the Company otherwise directs. The Company may not issue new Notes to replace Notes that it has paid for or delivered to the Trustee for cancellation.

     Section 2.14. Defaulted Interest. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Holders on a subsequent special record date. The Company shall fix the record date and payment date. At least 30 days before the record date, the Company shall mail to the Trustee and to each Holder a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.

     Section 2.15. Global Notes .

     (a)  Transfer and Exchange . Notwithstanding any provisions to the contrary contained in Section 2.08 of this Indenture and in addition thereto, any Global Note shall be exchangeable pursuant to Section 2.08 of this Indenture for Notes registered in the names of Holders other than the Depositary for such Note or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary within 90 days of such event or (ii) an Event of Default with respect to the Notes represented by such Global Note shall have occurred and be continuing. Any Global Note that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Note with like tenor and terms.

     Except as provided in this Section 2.15(a), a Global Note may not be transferred except as a whole by the Depositary with respect to such Global Note to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.

     (b)  Legend . Any Global Note issued hereunder shall bear a legend in substantially the following form:

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

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER

STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”

     (c)  Acts of Holders . The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.

     (d)  Payments . Notwithstanding the other provisions of this Indenture, payment of the principal of and interest, and other amounts payable, if any, on any Global Note shall be made to the Holder thereof.

     (e)  Consents, Declaration and Directions . Except as provided in Section 2.15(d), the Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Notes represented by a Global Note as shall be specified in a written statement of the Depositary with respect to such Global Note, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.

     Section 2.16. 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 issued under this Indenture, including but not limited to Notices of Redemption, as a convenience to Holders; 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 Redemption or other notice and that reliance may be placed only on the other elements of identification printed on the Notes, and any such redemption or effect

of other such notice shall not be affected by any defect in or omission of such numbers.

ARTICLE 3
Redemption

     Section 3.01. Notices to Trustee. The Company may not redeem the Notes prior to October 15, 2014. On or after October 15, 2014 and prior to the Stated Maturity, the Company may redeem for cash all or part of the Notes, upon not less than 35 nor more than 60 calendar days’ notice before the Redemption Date to the Trustee, the Paying Agent and each Holder of Notes, at 100% of the principal amount of the Notes to be redeemed (the “ Redemption Price ”), plus any accrued and unpaid interest, including any Additional Interest, to, but excluding, the Redemption Date (unless the Redemption Date is after an Interest Record Date and on or prior to the Interest Payment Date to which it relates, in which case interest accrued to the Interest Payment Date shall be paid to Holders of the Notes as of such Interest Record Date and the price the Company is required to pay the Holder surrendering the Note for redemption shall be equal to the Redemption Price and shall not include any accrued and unpaid interest, including any Additional Interest). No Notes may be redeemed if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Redemption Date.

     Section 3.02. Selection of Notes To Be Redeemed. If fewer than all of the outstanding Notes are to be redeemed and the Notes are Global Notes, the Notes shall be selected for redemption in accordance with the Depositary procedures. If the Notes are not Global Notes, then the Trustee shall select the Notes to be redeemed or purchased by lot, or on a pro rata basis or by another method that complies with applicable legal and securities exchange requirements, if any, and that the Trustee in its sole discretion shall deem to be fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. If the Trustee selects a portion of the Notes for partial redemption and the Holder of such Notes converts a portion of such Notes, the converted portion shall be deemed to be from the portion selected for redemption. The Trustee shall make the selection at least 35 calendar days but no more than 60 calendar days before the Redemption Date from outstanding Notes not previously called for redemption. Notes and portions thereof that the Trustee selects shall be in principal amounts of $1,000 or integral multiples of $1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall promptly notify the Company of the Notes (or portions thereof) to be redeemed.

     Section 3.03. Notice of Redemption. At least 35 calendar days but not more than 60 calendar days before the Redemption Date, the Company shall mail a notice of redemption (the “ Notice of Redemption ”) by first-class mail to each Holder of Notes to be redeemed at such Holder’s registered address.

     The notice shall identify the Notes to be redeemed and shall state:

     (a) the Redemption Date (which must be a Business Day);

     (b) the Redemption Price;

     (c) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

     (d) the Company’s election with respect to treatment of fractional shares for conversions during the period following the Notice of Redemption to the related Redemption Date as described under Section 10.02(b).

     (e) the name and address of the Paying Agent;

     (f) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

     (g) that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the Redemption Date;

     (h) the paragraph of the Notes and/or provision of this Indenture pursuant to which the Notes called for redemption are being redeemed;

     (i) the CUSIP or ISIN number, if any, printed on the Notes being redeemed; and

     (j) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes.

     At the Company’s request, the Trustee shall give the Notice of Redemption as provided to it in the Company’s name and at the Company’s expense. In such event, the Company shall provide the Trustee with the information required by this Section.

     Section 3.04. Effect of Notice of Redemption. Once Notice of Redemption is mailed, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the notice. Upon surrender to the Paying Agent, such Notes shall be paid at the Redemption Price stated in the notice.

     Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

     Section 3.05. Deposit of Redemption Price. Prior to 11:00 a.m. (New York City time) on the Redemption Date, the Company shall deposit with the Paying Agent (or, if the Company or any Affiliate of the Company is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of, and accrued and unpaid interest (including any Additional Interest) on, all Notes to be redeemed on that date, other than Notes or portions of Notes called for redemption that have been delivered by the Company to the Trustee for cancellation. The Paying Agent shall as promptly as practicable return to the Company any money deposited with it by the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued and unpaid interest (including any Additional Interest) on, all Notes to be redeemed. If such money is then held by the Company in trust and is not required for such purpose it shall be discharged from such trust. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

     Section 3.06. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Note equal in principal amount to the unredeemed portion of the Notes surrendered.

ARTICLE 4
Covenants

     Section 4.01. Payment of Notes. The Company shall promptly make all payments in respect of each Note on the dates and in the manner provided in such Note and in this Indenture. Such payments shall be considered made on the date due if on such date the Trustee or the Paying Agent holds prior to 11:00 a.m. (New York City time), in accordance with this Indenture, money sufficient to make all payments with respect to such Notes then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.

     Section 4.02. SEC Reports. Any documents or reports that the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act must be furnished by the Company to the Trustee within fifteen days after the same are required to be filed with the SEC (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). 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 their covenants hereunder (as to which the Trustee is entitled to rely exclusively on the Officers’ Certificates). The Company also shall comply with the other provisions of Trust Indenture Act Section 314(a). The Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Company has filed such reports with the SEC via the EDGAR filing system (or any successor system) and such reports are publicly available.

     Section 4.03. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with Trust Indenture Act Section 314(a)(4).

     Section 4.04. Further Instruments and Acts. The Company shall execute and deliver to the Trustee such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

ARTICLE 5
Successor Companies

     Section 5.01. Merger and Consolidation. The Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all its properties and assets to, another Person unless:

     (a) if the Company is not the resulting, surviving or transferee Person, the resulting, the surviving or transferee Person (the “ Successor Company ”) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company shall expressly assume, by a supplemental indenture, executed and delivered to the

Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; and

     (b) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.

     The Successor Company shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture.

ARTICLE 6
Defaults and Remedies

     Section 6.01. Events of Default. Each of the following shall be an “ Event of Default ”:

     (a) default in the payment in respect of the principal of any Note at its maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise;

     (b) default in the payment of any interest (including Additional Interest, if any) upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

     (c) default in the performance, or breach, of any covenant or agreement of the Company in this Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (a), (b), (d), (e) or (g) of this Section 6.01), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes;

     (d) the failure to comply with the obligations to convert the Notes into Common Stock in accordance with Section 10.02 upon exercise of a Holder’s conversion right and such failure continues for fifteen days;

     (e) the failure to timely issue a Company Notice or Fundamental Change Company Notice in accordance with Section 11.01(b) or Section 11.02(b), as the case may be; or

     (f) (i) the Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of the Bankruptcy Law:

     (A) commences a voluntary case,

     (B) consents to the entry of an order for relief against it in an involuntary case,

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

     (D) makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency; or

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

     (A) is for relief against the Company or any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;

     (B) appoints a custodian of the Company or any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

     (C) orders the liquidation of the Company or any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and in each case the order or decree remains unstayed and in effect for 60 consecutive days.

     (g) the failure by the Company to comply with its obligations under Article 5.

     Section 6.02. Acceleration. In case one or more Events of Default shall have occurred and be continuing (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), then, and in each and every such case (other than an Event of Default specified in Section 6.01(f) with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company, or a group of Subsidiaries of the Company that in aggregate would

constitute a Significant Subsidiary of the Company), unless the principal of all of the Notes shall have already become due and payable (or waived), either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by notice in writing to the Company (and to the Trustee if given by Noteholders), may declare 100% of the principal of and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding.

     If an Event of Default specified in Section 6.01(f) with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company, or a group of Subsidiaries of the Company that in aggregate would constitute a Significant Subsidiary of the Company) occurs and is continuing, the principal of all the Notes and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, shall be immediately due and payable.

     This provision, however, is subject to the conditions that Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes (other than a Default or an Event of Default resulting from a nonpayment of principal or interest on the Notes, including Additional Interest, any failure to repurchase any Notes when required or a failure to deliver, upon conversion, shares of Common Stock due upon conversion) and rescind and annul such declaration and its consequences, including any acceleration (other than a declaration or consequences, as the case may be, resulting from a nonpayment of principal or interest on the Notes, including Additional Interest, any failure to repurchase any Notes when required or a failure to deliver, upon conversion, shares of Common Stock due upon conversion) and such Default shall cease to exist, and any Event of Default arising therefrom (other than a Default resulting from a nonpayment of principal or interest on the Notes, including Additional Interest, any failure to repurchase any Notes when required or a failure to deliver, upon conversion, shares of Common Stock due upon conversion) shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. In case the Trustee shall have initiated proceedings to enforce any right with respect to the Notes and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case, subject to any determination in such proceedings, the Company and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.

     Section 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Company covenants that (i) in case it shall default in the payment of any installment of interest (including Additional Interest, if any) on any of the Notes, and such default shall have continued for a period of 90 Business Days, (ii) in case it shall default in the payment of the principal of any of the Notes when the same shall have become due and payable, whether upon maturity of the Notes or upon declaration or otherwise, (iii) in case it shall fail to redeem any Notes pursuant to a Notice of Redemption, (iv) in case it shall fail to repurchase any Notes when required or (v) in case it shall fail to deliver shares of Common Stock upon conversion of the Notes, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount that then shall have become due and payable on all such Notes for principal or interest (including Additional Interest, if any), or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest (including Additional Interest, if any) at the rate per annum expressed in the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee under Section 7.06.

     (b) If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law or equity out of the property of the Company or other obligor upon the Notes, wherever situated.

     (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Notes allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Holders of Notes

to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Noteholders, to pay to the Trustee any amount due it under Section 7.06. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section Section 7.06 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. The Trustee may vote on behalf of the Holders in any election of a trustee in bankruptcy or other person performing similar functions and be a member of a creditors’ or other similar committee in any such proceeding.

     (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Notes, may be enforced by the Trustee without the possession of any of such Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the Holders of the Notes.

     In case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem appropriate to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

     Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

     Section 6.04. Application of Moneys Collected. Any moneys collected by the Trustee pursuant to this Article and any other money or property distributable in respect of the Company’s obligations under this Indenture after an Event of Default with respect to the Notes shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium, if any) or interest (including Additional

Interest, if any), upon presentation of the Notes, and notation thereon of the payment, if only partially paid, and upon surrender thereof if fully paid:

FIRST: To the payment of all obligations of the Company under Section 7.06 to compensate and indemnify the Trustee (including any predecessor Trustee) and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances due or reasonably anticipated to become due and the Trustee shall have a lien upon such moneys collected to satisfy such payment obligations;

SECOND: To the payment of the amounts then due and unpaid upon the Notes for principal and interest (including Additional Interest, if any), including, for the avoidance of doubt, amounts payable in respect of any Conversion Obligation payable in settlement thereof, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal and interest (including Additional Interest, if any), respectively; and

THIRD: To the payment of the remainder, if any, to the Company or any other Person lawfully entitled thereto.

     Section 6.05. Limitation on Suits. No Holder of any Note shall have any right by virtue of or by availing itself of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless (i) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided; (ii) the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding shall have made written request to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (iii) such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense to be incurred therein or thereby, (iv) the Trustee for sixty days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (v) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority in principal amount of the Notes outstanding within such sixty-day period pursuant to Section 6.08; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Noteholders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholder, or to

obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Noteholders (except as otherwise provided herein). For the protection and enforcement of this Section 6.05, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

     Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Noteholder to receive (i) payment of the principal of (including the Redemption Price, Repurchase Price or the Fundamental Change Repurchase Price upon repurchase pursuant to Section 3.01, Section 11.01 or Section 11.02, respectively), and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on such Note or (ii) delivery of the Conversion Obligation due upon conversion, in each case on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment on or after such respective dates against the Company shall not be impaired or affected without the consent of such Noteholder.

     Anything in this Indenture or the Notes to the contrary notwithstanding, the Holder of any Note, without the consent of either the Trustee or the Holder of any other Note, in its own behalf and for its own benefit, may enforce, and may institute and maintain any proceeding suitable to enforce, its rights of conversion as provided herein.

     The Trustee shall mail to all Holders any notice it receives from Holders under this Section.

     Section 6.06. Rights and Remedies Cumulative; Delay or Omission Not Waiver. Except as otherwise provided in Section 2.09, all powers and remedies given by this Article to the Trustee or to the Noteholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise established with respect to such Notes.

     No delay or omission of the Trustee or of any Holder of any of the Notes to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 6.05, every power and remedy given by this Article or by law to the Trustee or the Noteholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Noteholders.

     Section 6.07. Additional Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, if the Company so elects, the sole remedy of the Trustee or Noteholders for an Event of Default relating to any obligation to file reports as required under Section 4.02 of this Indenture and for any failure to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act shall, for the first 180 days after the occurrence of such an Event of Default (which occurrence shall be no earlier than the 60th day after written notice of such Event of Default is provided to the Company in accordance with Section 6.01(c)), consist exclusively of the right to receive Additional Interest on the Notes at an annual rate equal to (x) 0.25% of the outstanding principal amount of the Notes for the first 90 days an Event of Default is continuing in such 180-day period and (y) 0.50% of the outstanding principal amount of the Notes for the remaining 90 days an Event of Default is continuing in such 180-day period. Additional Interest shall be payable in arrears on each Interest Payment Date following the occurrence of such Event of Default in the same manner as regular interest on the Notes. The Company may elect to pay Additional Interest as the sole remedy under this Section 6.07 by giving notice to the Holders, the Trustee and Paying Agent of such election on or before the Close of Business on the 5th Business Day after the date on which such Event of Default otherwise would occur. If the Company fails to timely give such notice or pay Additional Interest, the Notes will be immediately subject to acceleration in accordance with Section 6.02. On the 181st day after the occurrence of such Event of Default (if such Event of Default is not cured or waived prior to such 181st day), the Notes will be subject to acceleration in accordance with Section 6.02. This Section 6.07 shall not affect the rights of the Trustee or the Noteholders in the event of the occurrence of any other Event of Default. In the event the Company does not elect to pay Additional Interest upon an Event of Default in accordance with this Section 6.07, the Notes will be subject to acceleration in accordance with Section 6.02. Whenever in this Indenture there is mentioned, in any context, the payment of interest on, or in respect of, any Note, such mention shall be deemed to include mention of the payment of “ Additional Interest ” provided for in this Section 6.07 to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof pursuant to the provisions of such sections, and express mention of the payment of Additional Interest (if applicable) in any provision shall not be construed as excluding Additional Interest in those provisions where such express mention is not made.

     Section 6.08. Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to Notes; provided , however , that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action

deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with law or the Indenture or that it determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.

     Section 6.09. Notice of Defaults. The Trustee shall, within 90 days after the occurrence and continuance of a Default of which a Trust Officer has actual knowledge, mail to all Noteholders as the names and addresses of such Noteholders appear upon the Note Register, notice of all Defaults known to a Trust Officer, unless such Defaults shall have been cured or waived before the giving of such notice; and provided that, except in the case of a Default in the payment of the principal of, accrued and unpaid interest or accrued and unpaid Additional Interest, if any, on any of the Notes, including without limiting the generality of the foregoing any Default in the payment of any Redemption Price, Repurchase Price or Fundamental Change Repurchase Price or a Default in the delivery of the Conversion Obligation due upon conversion, then in any such event the Trustee shall be protected in withholding such notice if and so long as a committee of Trust Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Noteholders. The Company is required to deliver to the Trustee, within 30 days of the occurrence thereof, written notice of any events which would constitute a Default, their status and what action the Company is taking or proposes to take in respect thereof.

     Section 6.10. Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard for the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 6.10 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 10% in principal amount of the Notes at the time outstanding, or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of accrued and unpaid interest or accrued and unpaid Additional Interest, if any, on any Note (including, but not limited to, the Redemption Price, Repurchase Price or the Fundamental Change Repurchase Price, as the case may be, with respect to the Notes being repurchased as provided in this Indenture) or a Default in the delivery of the Conversion Obligation due upon conversion on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note in accordance with the provisions of Article 10.

ARTICLE 7
Trustee

     Section 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing with respect to any Notes, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

     (b) Except during the continuance of an Event of Default with respect to any Notes:

     (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Notes and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (ii) in the absence of bad faith on its part, the Trustee may, with respect to Notes, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or, not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

     (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

     (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

     (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

     (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.08 or in accordance with the direction of a majority in aggregate principal amount of Notes outstanding relating to the exercise of any right or power of the Trustee under this Indenture.

     (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section.