Indenture

Exhibit 4.1

CONVERGYS CORPORATION

as Issuer

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee

Indenture

Dated as of October 13, 2009

5.75% Junior Subordinated Convertible Debentures due 2029

TABLE OF CONTENTS

     INDENTURE, dated as of October 13, 2009, between Convergys Corporation, a corporation duly organized and existing under the laws of the State of Ohio, as Issuer (the “ Company ”), having its principal office at 201 East Fourth Street, Cincinnati, OH 45202, and U.S. Bank National Association, a national banking association, as Trustee (the “ Trustee ”).

RECITALS OF THE COMPANY

     WHEREAS, the Company has duly authorized the creation of an issuance of its 5.75% Junior Subordinated Convertible Debentures due 2029 (each a “ Security ” and collectively, the “ Securities ”) of the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture; and

     WHEREAS, all things necessary to make the Securities, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with the terms of the Securities and this Indenture, have been done;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Securities by the Holders thereof, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE 1
Definitions and Other Provisions of General Application

     Section 1.01 . Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

     (i) the terms defined in this Section 1.01 have the meanings assigned to them in this Section 1.01 and include the plural as well as the singular;

     (ii) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

     (iii) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; and

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

     “ Acquiror Securities ” means securities of the acquiror that are Publicly Traded Securities.

     “ Act ,” when used with respect to any Holder, has the meaning specified in Section 1.04(a).

     “ Additional Interest ” means all amounts, if any, payable pursuant to Section 9.03.

     “ 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 the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

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

     “ Bid Solicitation Agent ” means the Person appointed by the Company to solicit bids for the Trading Price of the Securities in accordance with Section 3.02(b) and Section 8.01(b). The Trustee shall initially act as the Bid Solicitation Agent.

     “ Board of Directors ” means, with respect to any Person, either the board of directors of such Person or any duly authorized committee of that board.

     “ Board Resolution ” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

     “ Business Day ” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

     “ Capital Stock ” means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock and, with respect to partnerships, partnership interests (whether general or limited) and 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, such partnership.

     “ Cash Percentage ” shall have the meaning specified in Section 8.02(b).

     “ Cash Percentage Notice ” shall have the meaning specified in Section 8.02(b).

     “ Clause A Distribution ” shall have the meaning specified in Section 8.03(c).

     “ Clause B Distribution ” shall have the meaning specified in Section 8.03(c).

     “ Clause C Distribution ” shall have the meaning specified in Section 8.03(c).

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

     “ Commission ” means the Securities and Exchange Commission, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

     “ Common 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 Shares ” means, subject to Section 8.07, the common shares, no par value per share, of the Company as they exist on the date of this Indenture.

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

     “ Company Request ” or “ Company Order ” means a written request or order signed in the name of the Company by its Chairman of the Board of Directors, its Vice Chairman of the Board of Directors, its President or any Vice President, its Chief Financial Officer, its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

     “ Contingent Debt Regulations ” has the meaning specified in Section 5.12.

     “ Contingent Interest ” has the meaning specified in Section 3.02(a).

     “ Conversion Agent ” means the Trustee or such other office or agency designated by the Company as a location where Securities may be presented for conversion.

     “ Conversion Date ” has the meaning specified in Section 8.02(e).

     “ Conversion Obligation ” has the meaning specified in Section 8.01.

     “ 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 8.01.

     “ Corporate Trust Office ” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is, at the date of this Indenture, located at U.S. Bank National Association, U.S. Bank National Association, 425 Walnut ML CN-OH-W6CT, Cincinnati, OH 45202, Attention: Corporate Trust Services.

     “ Current Conversion Value ” means the product of (a) the Conversion Rate in effect on the relevant Redemption Date and (b) the average of the Daily VWAP of the Common Shares for the five consecutive Trading Days ending on the Trading Day immediately preceding such Redemption Date.

     “ Cut-off Date ” means the earlier of October 20, 2011 and the date on which the Company’s Five-Year Competitive Advance and Revolving Credit Facility Agreement dated October 20, 2006, as amended on August 11, 2008, is terminated.

     “ Daily Conversion Value ” means, for each of the 20 consecutive Trading Days during the Observation Period, 5% of the product of (a) the applicable Conversion Rate and (b) the Daily VWAP of the Common Shares on such Trading Day.

     “ Daily Settlement Amount ,” for each of the 20 consecutive Trading Days during the Observation Period, shall consist of:

     (a) cash equal to the lesser of (i) $50 and (ii) the Daily Conversion Value; and

     (b) if the Daily Conversion Value exceeds $50, a number of Common Shares (the “ Daily Share Amount ”), subject to the Company’s right to pay cash in lieu of all or a portion of such shares pursuant to Section 8.02(b), equal to (i) the difference between the Daily Conversion Value and $50, divided by (ii) the Daily VWAP for such Trading Day.

     “ Daily Share Amount ” has the meaning specified in clause (b) of the definition of Daily Settlement Amount.

     “ Daily VWAP ” means for any Trading Day the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “CVG.N <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open 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 Common Share on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “ Daily VWAP ” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

     “ Default ” means any event that is or with the passage of time or the giving of notice or both would become an Event of Default.

     “ Defaulted Amounts ” means any amounts on any Security (including, without limitation, the Redemption Price, Fundamental Change Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for.

     “ Depositary ” means The Depository Trust Company until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “ Depositary ” shall mean such successor Depositary.

     “ Designated Institution ” has the meaning specified in Section 8.12(a).

     “ Designated Senior Debt ” means the Company’s obligations under any particular Senior Debt in which the instrument creating or evidencing the same or the assumption or guarantee thereof (or related agreements or documents to which the Company is a party) expressly provides that such Senior Debt shall be “ Designated Senior Debt ” for purposes of this Indenture. The instrument, agreement or other document evidencing any Designated Senior Debt may place limitations and conditions on the right of such Senior Debt to exercise the rights of Designated Senior Debt.

     “ Distributed Property ” has the meaning specified in Section 8.03(c).

     “ Effective Date ” has the meaning specified in Section 8.06(c).

     “ Event of Default ” has the meaning specified in Section 9.01.

     “ Ex-Dividend Date ” means the first date on which the Common Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question.

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

     “ Form of Assignment and Transfer ” means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Security attached hereto as Exhibit A.

     “ Form of Fundamental Change Repurchase Notice ” means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Security attached hereto as Exhibit A.

     “ Form of Notice of Conversion ” means the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Security attached hereto as Exhibit A.

     “ Form of Security ” means the “Form of Security” attached hereto as Exhibit A.

     “ Fundamental Change ” shall be deemed to have occurred at the time after the Securities are originally issued if any of the following occurs:

     (a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Subsidiaries or the employee benefit plans of the Company or its Subsidiaries, has become the direct or indirect “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 (i) any recapitalization, reclassification or change of the Common Shares (other than changes resulting from a subdivision or combination) as a result of which the Common Shares would be converted into, or exchanged for, stock, other securities, other property or assets or (ii) any share exchange, consolidation or merger of the Company pursuant to which the Common Shares will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s Subsidiaries; provided , however , that any such transaction in which (x) the Common Shares are not changed or exchanged except to the extent necessary to reflect a change in the jurisdiction or organization of the Company or (y) the holders of all classes of the Company’s Common Equity immediately prior to such transaction that is a share exchange, consolidation or merger own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such event, shall not be a Fundamental Change;

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

     (d) the Common Shares (or other common shares or common stock underlying the Securities) cease to be listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market (or any of their respective successors) or any other national securities exchange;

provided , however , that a transaction or transactions described in clause (b) above shall not constitute a Fundamental Change if at least 90% of the consideration received or to be received by the common shareholders of the Company, excluding cash payments for fractional shares and cash payments made in respect of dissenters rights or appraisal rights, in connection with such transaction or transactions otherwise constituting a Fundamental Change consists of shares of Publicly Traded Securities or shares which will be Publicly Traded Securities when issued or exchanged in connection with such transaction or transactions and as a result of this transaction or transactions the Securities become convertible into such consideration, excluding cash payments for fractional shares and cash payments made in respect of dissenters rights or appraisal rights (subject to the provisions set forth in Section 8.02(a) and Section 8.02(b)). In addition, for the avoidance of doubt, in no event will a strategic transaction or other divestiture of the Company’s Information Management Business be considered the sale, lease or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries for purposes of this definition of “Fundamental Change.”

     “ Fundamental Change Company Notice ” has the meaning specified in Section 7.01(d).

     “ Fundamental Change Repurchase Date ” has the meaning specified in Section 7.01(a).

     “ Fundamental Change Repurchase Notice ” has the meaning specified in Section 7.01(c)(i).

     “ Fundamental Change Repurchase Price ” has the meaning specified in Section 7.01(a).

     “ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, in each case, as in effect in the United States on the date hereof.

     “ Global Security ” means a Security in global form registered in the Security Register in the name of a Depositary or a nominee thereof.

     “ Holder ” means a Person in whose name a Security is registered in the Security Register.

     “ Indebtedness ” means, with respect to any Person, without duplication, (a) such Person’s indebtedness evidenced by a credit or loan agreement, note, bond, debenture or other written obligation, (b) all obligations of such Person for money borrowed, (c) all obligations of such Person evidenced by a note or similar instrument; (d) such Person’s obligations (i) as lessee under leases required to be capitalized on such Person’s balance sheet under GAAP or (ii) as lessee under other leases for facilities, capital equipment or related assets, whether or not capitalized, entered into or leased for financing purposes, (e) all obligations of such Person under interest rate and currency swaps, caps, floors, collars, hedge agreements, forward contracts or similar agreements or arrangements, (f) all obligations of such Person with respect to letters of credit, bankers’ acceptances and similar facilities (including reimbursement obligations with respect to the foregoing), (g) all obligations of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business), (h) obligations of the type described in clauses (a) through (g) above of another Person and all dividends of another Person, the payment of which, in either case, the Person first referenced above has assumed or guaranteed, or for which the Person first referenced above is responsible or liable, directly or indirectly, jointly or severally, as obligor, guarantor or otherwise, or which are secured by a lien on the property of the Person first referenced above and (i) renewals, extensions, modifications, replacements, restatements and refundings of, or any indebtedness or obligation issued in exchange for, any indebtedness or obligation described in clauses (a) through (h) above. The amount of any Indebtedness outstanding as of any date shall be the accreted value thereof, in the case of any Indebtedness issued with original issue discount. The amount of any Indebtedness outstanding as of any date with respect to any interest rate and currency swaps, caps, floors, collars, hedge agreements, forward contracts or similar agreements or arrangements shall be the termination value thereof. Indebtedness shall not include liabilities for taxes of any kind.

     “ Indenture ” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively.

     “ Information Management Business ” means the reporting segment of the Company that provides business support system and operational support system (BSS/OSS) solutions and capability across a broad functional footprint, combining software, partner products, integration and business consulting services, and operational expertise to create solutions that help service providers meet their business goals. The Information Management solution portfolio is organized into three functional areas: revenue management, enterprise product management, and customer relationship solutions. All solutions are billed using Infinys components.

     “ Initial Conversion Value ” means $800.0016.

     “ interest ” means (a) Regular Interest, (b) Contingent Interest, if any and (c) Additional Interest, if any. For the avoidance of doubt, any express mention of Contingent Interest or Additional Interest in any provision hereof shall not be construed as excluding Contingent Interest or Additional Interest, as the case may be, in those provisions hereof where such express mention is not made.

     “ Interest Payment Date ” means each March 15 and September 15 of each year, beginning on March 15, 2010.

     “ Issue Date ” means the date the Securities are originally issued as set forth on the face of the Security under this Indenture.

     “ Last Reported Sale Price ” of the Common Shares 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 principal U.S. securities exchange on which the Common Shares are traded. If the Common Shares are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “ Last Reported Sale Price ” shall be the last quoted bid price for the Common Shares in the over-the-counter market on the relevant date as reported by Pink OTC Markets Inc. or a similar organization. If the Common Shares are not so quoted, the “ Last Reported Sale Price ” shall be the average of the mid-point of the last bid and ask prices for the Common Shares on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

     “ Make-Whole Fundamental Change ” means any transaction or event that constitutes a Fundamental Change (as defined above under clause (a), (b) or (d) and with respect to clause (b), determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

     “ Market Disruption Event ” means (a) a failure by the primary United States national or regional securities exchange or market on which the Common Shares are listed or admitted for trading 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 Shares for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Shares or in any options, contracts or futures contracts relating to the Common Shares.

     “ Measurement Period ” has the meaning specified in Section 8.01(b).

     “ Merger Event ” has the meaning specified in Section 8.07(a).

     “ Non-Payment Default ” has the meaning specified in Section 4.02(b).

     “ Notice of Conversion ” has the meaning specified in Section 8.02(c).

     “ Observation Period ” with respect to any Security surrendered for conversion means (a) except as set forth in the immediately succeeding clause (b), if the relevant Conversion Date occurs on or after September 15, 2028, the 20 consecutive Trading Day period beginning on, and including, the 22nd Scheduled Trading Day immediately preceding September 15, 2029; (b) if the relevant Conversion Date occurs on or after the date of issuance of a Redemption Notice, but prior to the relevant Redemption Date, the 20 consecutive Trading Days beginning on, and including, the 22nd Scheduled Trading Day immediately preceding such Redemption Date; and (c) in all other instances, the 20 consecutive Trading Days beginning on, and including, the third Trading Day immediately following the relevant Conversion Date.

     “ Officers’ Certificate ” means a certificate (a) signed by (i) one of the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the President or any Vice President, and (ii) one of the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and (b) delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 5.05 shall be the principal executive, financial or accounting officer of the Company.

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

     “ Opinion of Counsel ” means a written opinion of counsel, who may be external or in-house counsel for the Company, and who shall be reasonably acceptable to the Trustee.

     “ Outstanding ,” when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

provided, however , that in determining whether the Holders of the requisite Principal Amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

     “ Paying Agent ” means any Person (including the Company or any Subsidiary of the Company) authorized by the Company to pay the Principal Amount of, interest on or Redemption Price or Fundamental Change Repurchase Price of, any Securities on behalf of the Company. The Trustee shall initially be the Paying Agent.

     “ Payment Blockage Notice ” has the meaning specified in Section 4.02(b).

     “ Payment Default ” has the meaning specified in Section 4.02(a).

     “ PDF ” has the meaning specified in Section 1.16.

     “ Percentage Increase ” has the meaning specified in Section 8.06(a).

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

     “ Physical Securities ” means permanent certificated Securities in registered form issued in denominations of $1,000 Principal Amount and integral multiples thereof.

     “ Principal Amount ” of a Security means the principal amount set forth on the face of the Security, which amount, in the case of any Global Security, may from time to time by decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as set forth on the “Schedule of Exchanges of Securities” in Schedule A thereto, in accordance with the rules and procedures of the Depositary.

     “ Prospectus ” means prospectus dated September 9, 2009, relating to the exchange offer by the Company of the Securities for a portion of the Company’s 4.875% Senior Notes due 2009.

     “ Publicly Traded Securities ” means common shares or shares of common stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market or any of their respective successors.

     “ Record Date ” means with respect to any payment of interest, the March 1 or September 1 (whether or not such day is a Business Day) immediately preceding the relevant Interest Payment Date.

     “ Redemption Date ” has the meaning specified in Section 6.03(a).

     “ Redemption Notice ” has the meaning specified in Section 6.03(a).

     “ Redemption Price ” has the meaning specified in Section 6.01(b).

     “ Reference Price ” means $9.6593.

     “ Reference Property ” has the meaning specified in Section 8.07(a).

     “ Regular Interest ” has the meaning specified in Section 3.01(a).

     “ Representative ” means the (a) indenture trustee or other trustee, agent or representative for any Senior Debt or (b) with respect to any Senior Debt that does not have any such trustee, agent or other representative, (i) in the case of such Senior Debt issued pursuant to an agreement providing for voting arrangements as among the holders or owners of such Senior Debt, any holder or owner of such Senior Debt acting with the consent of the required Persons necessary to bind such holders or owners of such Senior Debt and (ii) in the case of all other such Senior Debt, the holder or owner of such Senior Debt.

     “ Responsible Officer ” means any officer of the Trustee within the Corporate Trust Office with direct responsibility for the administration of this Indenture and also, with respect to a particular matter, any other officer of the Trustee to whom such matter is referred because of such officer’s knowledge and familiarity with the particular subject.

     “ Scheduled Trading Day ” means a day that is scheduled to be a Trading Day on the primary United States national securities exchange or market on which the Common Shares are listed or admitted for trading. If the Common Shares are not so listed or admitted for trading, “ Scheduled Trading Day ” means a Business Day.

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

     “ Security ” or “ Securities ” has the meaning specified in the first paragraph of the recitals of this Indenture.

     “ Security Register ” and “ Security Registrar ” have the respective meanings specified in Section 2.05(a).

     “ Senior Debt ” means, with respect to the Company, means the principal of (and premium, if any) and interest (including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding) on, and all fees and other amounts payable in connection with, any Indebtedness of the Company, whether absolute or contingent, secured or unsecured, due or to become due, outstanding on the date of this Indenture or thereafter created, incurred or assumed by the Company. Notwithstanding the foregoing, “ Senior Debt ” shall not include (a) the Securities, (b) any other Indebtedness or obligation if its terms or the terms of the instrument under which or pursuant to which it is issued expressly provide that it is not senior in right of payment to the Securities, (c) any Indebtedness or obligation of the Company to any Subsidiary of the Company or (d) any amounts owed by the Company for trade payables.

     “ Settlement Amount ” has the meaning specified in Section 8.02(a).

     “ Spin-Off ” has the meaning specified in Section 8.03(c).

     “ Stated Maturity ” means September 15, 2029.

     “ Stock Price ” has the meaning specified in Section 8.06(c).

     “ Subsidiary ” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

     “ Surviving Entity ” has the meaning specified in Section 10.01(a)(ii).

     “ Tax Triggering Event ” means the enactment of U.S. federal legislation, promulgation of Treasury regulations, issuance of a published ruling, notice, announcement or equivalent form

of guidance by the Treasury or the Internal Revenue Service, or the issuance of a judicial decision if the Company determines, or receives an opinion of its outside advisors to the effect that, any such authority will have the effect of lowering the comparable yield or delaying or otherwise limiting the current deductibility of interest or original issue discount with respect to the Securities; provided that the Company determines that such reduction, delay, or limitation is material.

     “ Trading Day ” (i) for all purposes under this Indenture other than for purposes of determining amounts due upon conversion means a day on which (a) trading in the Common Shares generally occurs on The New York Stock Exchange or, if the Common Shares are not then listed on The New York Stock Exchange, on the principal other United States national or regional securities exchange on which the Common Shares are then listed or, if the Common Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Shares are then traded, (b) a Last Reported Sale Price for the Common Shares is available on such securities exchange or market and (c) there is no Market Disruption Event; provided that if the Common Shares (or other security for which a closing sale price must be determined) are not so listed or traded, “ Trading Day ” means a Business Day; and (ii) solely for purposes of determining amounts due upon conversion, “ Trading Day ” means a day on which (a) there is no Market Disruption Event and (b) trading in the Common Shares generally occurs on The New York Stock Exchange or, if the Common Shares are not then listed on The New York Stock Exchange, on the principal other United States national or regional securities exchange on which the Common Shares are then listed or, if the Common Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Shares are then traded, except that if the Common Shares (or other securities for which a Daily VWAP must be determined) are not so listed or traded, “ Trading Day ” means a Business Day.

     “ Trading Price ” has the meaning specified (a) in Section 3.02(b) for purposes of determining whether Contingent Interest is payable in respect of the Securities and (b) in Section 8.01(b) for purposes of determining whether the Trading Price Condition has been satisfied.

     “ Trading Price Condition ” has the meaning specified in Section 8.01(b).

     “ Trigger Event ” has the meaning specified in Section 8.03(c).

     “ Trust Indenture Act ” means the Trust Indenture Act of 1939 as in effect on the date as of which this Indenture was executed; provided, however , that in the event the Trust Indenture Act of 1939 is amended after such date, “ Trust Indenture Act ” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

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

     “ Unit of Reference Property ” has the meaning specified in Section 8.07(a).

     “ Valuation Period ” has the meaning specified in 8.03(c).

     “ 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.”

     Section 1.02 . Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirement set forth in this Indenture.

     Every Officers’ Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include:

     (a) a statement that each individual signing such Officers’ Certificate or Opinion of Counsel has read such covenant or condition and the definitions herein relating thereto;

     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Officers’ Certificate or Opinion of Counsel are based;

     (c) a statement that, in the opinion of each such individual, such individual has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

     Section 1.03 . Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

     Any Officers’ Certificate or Opinion of Counsel may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such Officers’ Certificate or Opinion of

Counsel are based are erroneous. Any such Officers’ Certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

     Section 1.04 . Acts of Holders; Record Dates. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as an “ Act ” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.04.

     (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee reasonably deems sufficient.

     (c) The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as the record date for the purpose of determining the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders. If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 12.01) prior to such first solicitation or vote, as the case may be. With regard to any record date, only the Holders on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action.

     (d) The ownership of Securities shall be proved by the Security Register.

     (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

     Section 1.05 . Notices, Etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

     (i) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (including facsimile) to or with the Trustee at its applicable Corporate Trust Office; or

     (ii) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing (including facsimile) and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company, Attention: Secretary.

     Section 1.06 . Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at such Holder’s address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

     In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

     Whenever under this Indenture the Trustee is required to provide any notice by mail, in all cases the Trustee may alternatively provide notice by overnight courier or by telefacsimile, with confirmation of transmission.

     Section 1.07 . Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required hereunder to be a part of and govern this Indenture, the provision in the Trust Indenture Act shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of this Indenture shall apply as so modified or excluded, as the case may be.

     Section 1.08 . Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof, and all Article and Section references are to Articles and Sections, respectively, of this Indenture unless otherwise expressly stated.

     Section 1.09 . Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

     Section 1.10 . Severability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 1.11 . Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their respective successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

     Section 1.12 . Governing Law; Waiver of Jury Trial. (a) THIS INDENTURE AND EACH SECURITY, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH SECURITY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK).

     (b) EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 1.13 . Legal Holiday. If any Interest Payment Date, the Stated Maturity or any earlier Fundamental Change Repurchase Date or Redemption Date falls on a day that is not a Business Day, then the required payment need not be made on such date, but shall be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Stated Maturity, Fundamental Change Repurchase Date or Redemption Date, as applicable, and no interest on such payment shall accrue in respect of the delay.

     Section 1.14. Force Majeure . In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

     Section 1.15. U.S.A. Patriot Act . The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

     Section 1.16. Execution in Counterparts . This Indenture may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or Portable Document Format (“ PDF ”) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

     Section 1.17 . Calculations. Except as otherwise provided herein, the Company or its agents (other than the Trustee) shall be responsible for making all calculations and determinations called for under this Indenture and the Securities. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Shares, accrued interest payable on the Securities and the Conversion Rate. The Company or its agents (other than the Trustee) will make all such calculations and determinations in good faith and, absent manifest error, its calculations and determinations will be final and binding on Holders. The Company upon request shall provide a schedule of its calculations to the Trustee and the Conversion Agent (if different than the Trustee), and the Trustee and Conversion Agent, as applicable, are entitled to rely conclusively upon the accuracy of the Company’s calculations and determinations without independent verification. The Trustee will deliver a copy of such schedule to any Holder upon the written request of such Holder.

     Section 1.18. Limitation on Individual Liability . No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any shareholder, employee, officer or director, as such, past, present or future, of the Company, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the

obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the shareholders, employees, officers or directors, as such, of the Company, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any Security or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such shareholder, employee, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any Security or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such Security.

ARTICLE 2
Issue, Description, Execution, Registration and Exchange of Securities

     Section 2.01 . Title and Terms; Payments. The aggregate Principal Amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $125,000,000, subject to Section 2.11 and except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.04, 2.05, 2.06, 6.06, 7.05 or 14.07.

     The Securities shall be known and designated as the “5.75% Junior Subordinated Convertible Debentures due 2029” of the Company. The Principal Amount shall be payable at the Stated Maturity.

     The Securities shall not have the benefit of a sinking fund.

     The Securities shall be subordinated to all Senior Debt of the Company.

     The Principal Amount of and interest on Global Securities registered in the name of The Depository Trust Company or its nominee shall be paid by wire transfer in immediately available funds to The Depository Trust Company or its nominee, as applicable.

     The Principal Amount of Physical Securities shall be payable at the office or agency of the Company maintained by it for such purpose pursuant to Section 5.02. Interest on Physical Securities will be payable (i) to Holders having an aggregate Principal Amount of $5,000,000 or less, by check mailed to such Holders and (ii) to Holders having an aggregate Principal Amount of more than $5,000,000, either by check mailed to such Holders or, upon application by a Holder to the Security Registrar not later than the relevant Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Security Registrar to the contrary.

     The aggregate Principal Amount of any Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as set forth on the “Schedule of Exchanges of Securities” in Schedule A thereto, in accordance with the procedures of the Depositary.

     Section 2.02 . Denominations. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple of $1,000 above that amount.

     Section 2.03 . Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board of Directors, its Chief Executive Officer, its Chief Financial Officer, its President or one of its Vice Presidents.

     Securities bearing the manual or facsimile signatures of an individual who was at any time a proper officer of the Company shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Securities or did not hold such office at the date of such Securities.

     At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities. The Company Order shall specify the amount of Securities to be authenticated, and shall further specify the amount of such Securities to be issued as a Global Security or as Physical Securities. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form set forth on the Form of Security, executed by the Trustee by manual signature, facsimile or PDF, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

     Section 2.04 . Temporary Securities. Pending the preparation of Physical Securities, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Physical Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided that any such temporary Securities shall bear the legends on the face of such Securities as set forth in Exhibit A.

     If temporary Securities are issued, the Company will cause Physical Securities to be prepared without unreasonable delay. After the preparation of Physical Securities, the temporary

Securities shall be exchangeable for Physical Securities upon surrender of the temporary Securities at any office or agency of the Company designated pursuant to Section 5.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like Principal Amount of Physical Securities of authorized denominations and tenor. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as Physical Securities.

     Section 2.05 . Registration; Registration of Transfer and Exchange. (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 designated pursuant to Section 5.02 being herein sometimes collectively referred to as the “ Security Register ”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” (the “ Security Registrar ”) for the purpose of registering Securities and transfers of Securities as herein provided.

     Upon surrender for registration of transfer of any Security at an office or agency of the Company designated pursuant to Section 5.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate Principal Amount and tenor, each such Security being the legends as may be required by this Indenture.

     At the option of the Holder and subject to the other provisions of this Section 2.05 and to Section 2.09, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate Principal Amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive.

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

     Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or its attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or exchange of Securities, but the Company and the Security Registrar may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.04 not involving any transfer.

     Neither the Company nor the Security Registrar shall be required to exchange or register a transfer of any Security (i) during the period beginning at the open of business 15 days before the mailing of a Redemption Notice to all Holders of Securities to be redeemed and ending at the close of business on the date on which a Redemption Notice is mailed to all Holders of Securities to be redeemed, (ii) after any Redemption Notice has been given to Holders, except that where such notice provides that such Security is to be redeemed only in part, the Company and the Security Registrar shall be required to exchange or register a transfer of the portion thereof not to be redeemed, (iii) that has been surrendered for conversion or (iv) as to which a Fundamental Change Repurchase Notice has been delivered and not withdrawn, except that where such Fundamental Change Repurchase Notice provides that such Security is to be purchased only in part, the Company and the Security Registrar shall be required to exchange or register a transfer of the portion thereof not to be purchased.

     (b) Neither the Trustee, the Security Registrar nor any of their respective agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder.

     Section 2.06 . Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of like tenor and Principal Amount and bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) 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 Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and Principal Amount and bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable or has been called for redemption in full, the Company in its discretion may, instead of issuing a new Security, pay all amounts due with respect to such Security.

     Upon the issuance of any new Security under this Section 2.06, the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar 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 Security issued pursuant to this Section 2.06 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security 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 Securities duly issued hereunder.

     The provisions of this Section 2.06 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 Securities.

     Section 2.07 . Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee, the Security Registrar and any agent of the Company, the Trustee or the Security Registrar may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of the principal of such Security and for all other purposes whatsoever, whether or not such Security shall be overdue, and neither the Company, the Trustee, the Security Registrar nor any agent of the Company, the Trustee or the Security Registrar shall be affected by notice to the contrary.

     Section 2.08 . Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear the legends set forth on the face of the Form of Security.

     Members of, or participants in, the Depositary (“ Agent Members ”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security 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 impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of any Holder.

     (b) Transfers of the Global Securities shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the Depositary and the provisions of Section 2.09. In addition, Physical Securities shall be transferred to each beneficial owner in accordance with procedures of the Depositary in exchange for its beneficial interest in the Global Securities only if: (i) such Depositary has notified the Company that the Depositary is unwilling or unable to continue as Depositary for such Global Security and a successor shall not have been appointed within 90 days of such notification, or (ii) such Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor Depositary shall not have been appointed within 90 days or (iii) an Event of Default with respect to the Securities has occurred and is continuing and such beneficial owner requests that its Securities be issued as Physical Securities.

     (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Security to beneficial owners pursuant to subsection (b) above, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the Principal Amount of the Global Security in an amount equal to the Principal Amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount.

     (d) In connection with the transfer of the entire Global Security to beneficial owners pursuant to subsection (b) above, the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global Security, an equal aggregate Principal Amount of Physical Securities of authorized denominations and the same tenor.

     (e) The Holder of the Global Securities may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Securities.

     Section 2.09 . Cancellation and Transfer Provisions. The Company at any time may deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold. The Trustee shall cancel and dispose of all Securities surrendered for registration of transfer, exchange, payment, purchase, repurchase, redemption, conversion (pursuant to Article 8) or cancellation in accordance with its customary practices. If the Company shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation. The Company may not issue new Securities to replace Securities it has paid in full or delivered to the Trustee for cancellation.

     The Security Registrar shall retain, in accordance with its customary procedures, copies of all letters, notices and other written communications received pursuant to this Section 2.09. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Security Registrar.

     Section 2.10 . CUSIP Numbers. In issuing the Securities, the Company may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in any Redemption Notice 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 Securities or as contained in any Redemption Notice and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be

affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

     Section 2.11. Additional Securities; Repurchases . (a) The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Securities hereunder with the same terms and with the same CUSIP number as the Securities initially issued hereunder in an unlimited aggregate Principal Amount, which will form the same series with the Securities initially issued hereunder; provided that such additional Securities must be part of the same issue as the Securities initially issued hereunder for U.S. federal income tax purposes. Prior to the issuance of any such additional Securities, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 1.02, as the Trustee shall reasonably request.

     (b) The Company may also from time to time repurchase the Securities in open market purchases or negotiated transactions without giving prior notice to Holders. Any Securities purchased by the Company shall be cancelled pursuant to Section 2.09 and be deemed to be no longer Outstanding under this Indenture.

ARTICLE 3
Interest

     Section 3.01 . Generally. (a) Regular interest (“ Regular Interest ”) shall accrue on the Securities from October 13, 2009, or from the most recent date on which interest has been paid or duly provided for, at a rate of 5.75% per annum until the Principal Amount thereof is paid or made available for payment. Regular Interest shall be payable by the Company semiannually in arrears on each Interest Payment Date to the Holder in whose name any Security is registered on the Security Register at the close of business on the corresponding Record Date.

     (b) Regular Interest on the Securities shall be computed (i) for any full semiannual period for which Regular Interest is calculated, on the basis of a 360-day year of twelve 30-day months, (ii) for any period shorter than a full semiannual period for which Regular Interest is calculated, on the basis of a 30-day month and (iii) for such periods of less than a month, the actual number of days elapsed over a 30-day month.

     (c) (i) Upon the conversion of any Securities, the Holder of such Securities shall not be entitled to receive any separate cash payment for accrued and unpaid interest, if any, except to the extent specified below. The Company’s payment or delivery, as the case may be, to the Holder of the cash and the full number of Common Shares (subject to the Company’s right to pay cash in respect of all or a portion of such shares pursuant to Section 8.02(b)), if any, together with any cash payment for any fractional share, into which a Security is convertible, shall be deemed to satisfy in full the Company’s obligation to pay the Principal Amount of the Securities so converted and accrued and unpaid interest, if any, to, but not including, the Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the Conversion Date shall

be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Securities, to the extent the Company’s Conversion Obligation includes any Common Shares, accrued and unpaid interest shall be deemed to be paid first out of the cash paid upon such conversion.

     (ii) Notwithstanding subsection (c)(i) above, if Securities are converted after the close of business on any Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Securities at the close of business on such Record Date shall receive the full amount of interest payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Securities surrendered for conversion during the period from the close of business on any Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the full amount of interest payable on the Securities so converted on such Interest Payment Date; provided that no such payment need be made:

     (A) for conversions following the Record Date immediately preceding the Stated Maturity;

     (B) if the Company has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date;

     (C) if the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or

     (D) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security.

     Section 3.02 . Contingent Interest. (a) Beginning with the semiannual interest period commencing on September 15, 2019, contingent interest on the Securities (“ Contingent Interest ”) shall accrue during any semiannual interest period where the average Trading Price of the Securities for the 10 Trading Days immediately preceding the first day of such semiannual period is greater than or equal to $1,500 per $1,000 Principal Amount of Securities, in which case such Contingent Interest payable on each $1,000 Principal Amount of Securities for such semiannual period shall be equal to 0.75% per annum of such average Trading Price.

     (b) For each semiannual interest period commencing on or after September 15, 2019, the Bid Solicitation Agent will determine the average Trading Price of the Securities for the 10 Trading Days immediately preceding the first day of such semiannual period. For purposes of determining whether Contingent Interest shall be payable in respect of the Securities, the “ Trading Price ” of the Securities on any date of determination means the average of the secondary market bid quotations per $1,000 Principal Amount of Securities obtained by the Bid

Solicitation Agent for $5,000,000 Principal Amount of Securities at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers that the Company selects; provided that if at least three such bids cannot reasonably be obtained by the Bid Solicitation Agent, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. The Company shall provide prompt written notice to the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers selected by the Company. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 Principal Amount of Securities from an independent nationally recognized securities dealer selected by the Company and identified in writing to the Bid Solicitation Agent or, in the reasonable judgment of the Board of Directors, the bid quotations are not indicative of the secondary market value of the Securities, then the Trading Price per $1,000 Principal Amount of Securities shall be determined by the Board of Directors based on a good faith estimate of the fair value of the Securities. The Trustee shall initially act as Bid Solicitation Agent and shall be entitled to all of the rights of the Trustee set forth in this Indenture in connection with any determination of the average Trading Price of the Securities as provided herein, and any such determination shall be conclusive absent manifest error.

     Section 3.03 . Bid Solicitation Agent’s Responsibilities in Respect of Contingent Interest. The Bid Solicitation Agent’s sole responsibility pursuant to Section 3.02 shall be to obtain the Trading Price of the Securities for each of the 10 Trading Days immediately preceding the first day of the applicable semiannual interest period and to provide such information to the Company. The Company shall determine whether Holders are entitled to receive Contingent Interest, and if so, provide written notice to the Bid Solicitation Agent and issue a press release as required by Section 3.05. Notwithstanding any term contained in this Indenture or any other document to the contrary, the Bid Solicitation Agent shall have no responsibilities, duties or obligations for or with respect to (i) determining whether the Company must pay Contingent Interest or (ii) determining the amount of Contingent Interest, if any, payable by the Company.

     Section 3.04 . Payment of Contingent Interest. Subject to Section 3.01 hereof, Contingent Interest for any semiannual interest payment period shall be paid by the Company on the applicable Interest Payment Date to the Holder in whose name any Security is registered on the Security Register at the close of business on the corresponding Record Date. Contingent Interest on the Securities shall be computed (i) for any full semiannual period for which Contingent Interest is calculated, on the basis of a 360-day year of twelve 30-day months, (ii) for any period shorter than a full semiannual period for which Contingent Interest is calculated, on the basis of a 30-day month and (iii) for such periods of less than a month, the actual number of days elapsed over a 30-day month. Contingent Interest due under this Article 3 shall be treated for all purposes of this Indenture like any other interest accruing on the Securities.

     Section 3.05 . Contingent Interest Notification. By the third Business Day of a semiannual interest payment period for which Contingent Interest specified in Section 3.02(a) will be paid, the Company will disseminate a press release through Reuters Economic Services and Bloomberg Business News stating that Contingent Interest will be paid on the Securities and

identifying such semiannual interest payment period as the semiannual interest payment period for which such Contingent Interest will be paid.

     Section 3.06. Defaulted Amounts . Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date by virtue of its having been such Holder but shall accrue interest per annum at the interest rate borne by the Securities, subject to the enforceability thereof under applicable law, from, and including, such relevant payment date until, but excluding, such Defaulted Amounts shall have been paid by the Company, at its election in each case, as provided in subsection (a) or (b) below:

     (a) The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Securities are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Security and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts 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 Amounts as in this subsection provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record date therefor to be mailed, first-class postage prepaid, to each Holder at its address as it appears in the Security Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been so mailed, such Defaulted Amounts shall be paid to the Persons in whose names the Securities are registered at the close of business on such special record date and shall no longer be payable pursuant to the following subsection (b) of this Section 3.06.

     (b) The Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities 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.

ARTICLE 4
Subordination

     Section 4.01 . Agreement of Subordination. The Company covenants and agrees, and each Holder of Securities issued hereunder by its acceptance thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article 4; and each Person holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions.

     The payment of the principal of and interest on all Securities (including, but not limited to, the Redemption Price and the Fundamental Change Repurchase Price with respect to the Securities subject to redemption or repurchase in accordance with Articles 6 and 7, respectively, and the payment of any cash upon conversion in accordance with Article 8) issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full in cash or other payment satisfactory to the holders of all Senior Debt, whether outstanding at the date of this Indenture or thereafter incurred.

     No provision of this Article 4 shall prevent the occurrence of any Default or Event of Default hereunder.

     Section 4.02 . Payments to Holders. No payment shall be made with respect to the principal of or interest on the Securities (including, but not limited to, the Redemption Price and the Fundamental Change Repurchase Price with respect to the Securities subject to redemption or purchase in accordance with Articles 6 and 7, respectively, and any payment of cash upon conversion in accordance with Article 8), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, if:

     (a) the Company defaults in its obligation to pay principal, premium, interest or other amounts on any Senior Debt, including a default under any redemption or repurchase obligation, and the default continues beyond any grace period that the Company has to make these payments (a “ Payment Default ”); or

     (b) any other default (a “ Non-Payment Default ”) occurs and is continuing on any Designated Senior Debt and (i) the default permits holders of the Designated Senior Debt (or any Representative) to accelerate its maturity and (ii) a Responsible Officer of the Trustee receives a notice (a “ Payment Blockage Notice ”) of the default from the Company, the holder of such Designated Senior Debt or a Representative of such Designated Senior Debt.

     Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Securities may begin until both (i) 365 consecutive days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal of and interest on the Securities that have come due have been paid in full in cash.

No Non-Payment Default that existed on the date of delivery of any Payment Blockage Notice with respect to the Designated Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Designated Senior Debt, whether or not within a period of 365 consecutive days.

     The Company may and shall resume payments on and distributions in respect of the Securities upon:

     (1) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, or

     (2) in the case of a Non-Payment Default with respect to Designated Senior Debt, the earlier of (x) the date on which such Non-Payment Default is cured or waived or ceases to exist, in each case, as and to the extent permitted under the documentation for the Designated Senior Debt, and (y) 179 days after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated or this Article 4 otherwise prohibits the payment or distribution at the time of such payment or distribution.

     Upon any acceleration of the Principal due on the Securities as a result of an Event of Default or payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary, marshaling of assets, assignment for the benefit of creditors, or in bankruptcy, insolvency, receivership or other similar proceedings, all principal, premium, if any, interest and other amounts due on all Senior Debt shall be paid in full in cash, or other payments satisfactory to the holders of Senior Debt before any payment of cash, property or securities is made on account of the principal of or interest on, or with respect to the conversion of, the Securities (except, to the extent required by applicable law, payments made pursuant to Article 13 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization of the Company, marshaling of assets, assignment for the benefit of creditors, or in bankruptcy, insolvency, receivership or other similar proceedings); and upon any such dissolution, winding-up, liquidation or reorganization of the Company, marshaling of assets, assignment for the benefit of creditors or bankruptcy, insolvency, receivership or other similar proceedings, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 4, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt ( pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective

interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Securities or to the Trustee.

     For purposes of this Article 4, the words, “cash, property or securities” shall not be deemed to include shares of Capital Stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 4 with respect to the Securities to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of all or substantially all its property to another corporation upon the terms and conditions provided for in Article 10 shall not be deemed to be a dissolution, winding-up, liquidation, reorganization, marshaling of assets, assignment for the benefit of creditors or bankruptcy, insolvency, receivership or other similar proceeding for the purposes of this Section 4.02 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article 10.

     In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt.

     Nothing in this Section 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 9.06 and 11.07. This Section 4.02 shall be subject to the further provisions of Section 4.05.

     Section 4.03 . Subrogation of Securities. Subject to the payment in full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Debt, the rights of the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the

holders of such Senior Debt pursuant to the provisions of this Article 4 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until the principal of and interest on the Securities shall be paid in full in cash or other payment satisfactory to the Holders of Securities; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article 4, and no payment over pursuant to the provisions of this Article 4, to or for the benefit of the holders of Senior Debt by Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Debt, and the Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payment or distribution of cash, property or securities to or for the benefit of the Holders of the Securities pursuant to the subrogation provisions of this Article 4, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article 4 are and are intended solely for the purposes of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Debt, on the other hand.

     Nothing contained in this Article 4 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than the holders of Senior Debt, and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms and this Indenture, or to pay or deliver, as the case may be, the consideration due upon conversion of such Securities in accordance with this Indenture, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Debt.

     Upon any payment or distribution of assets of the Company referred to in this Article 4, the Trustee, subject to the provisions of Section 11.01, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon and all other facts pertinent thereto or to this Article 4.

     Section 4.04 . Authorization to Effect Subordination. Each Holder of a Security by the Holder’s acceptance thereof authorizes and directs the Trustee on the Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this

Article 4 and appoints the Trustee to act as the Holder’s attorney-in-fact for any and all such purposes.

     Section 4.05 . Notice to Trustee. The Company shall give prompt written notice in the form of an Officers’ Certificate to a Responsible Officer of the Trustee and to any Paying Agent of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 4. Notwithstanding the provisions of this Article 4 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 4, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the applicable Corporate Trust Office from the Company (in the form of an Officers’ Certificate) or a Representative or a Holder or Holders of Senior Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 11.01, shall be entitled in all respects to assume that no such facts exist; provided that, if on a date not less than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 4.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 4 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 13, and any such payment shall not be subject to the provisions of this Article 4.

     The Trustee, subject to the provisions of Section 11.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 4, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 4, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

     Section 4.06 . Trustee’s Relation to Senior Debt. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 4 in respect of any Senior Debt at any time held by it, to the same extent as any other holder of Senior Debt, and nothing in Section 11.13 or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder.

     With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article 4, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and, subject to the provisions of Section 11.01, the Trustee shall not be liable to any holder of Senior Debt if it shall pay over or deliver to Holders of Securities, the Company or any other Person money or assets to which any holder of Senior Debt shall be entitled by virtue of this Article 4 or otherwise, unless payment of such amounts is prohibited under this Article 4 and the Trustee shall have received notice provided for in Section 4.05.

     Section 4.07 . No Impairment of Subordination. No right of any present or future holder of any Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.

     Section 4.08 . No Impairment of Conversion Right. Nothing contained in this Article 4 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt and the Holders, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article 8.

     Section 4.09 . Article Applicable to Paying Agents. If at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article 4 shall (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article 4 in addition to or in place of the Trustee; provided , however, that the first paragraph of Section 4.05 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

     Section 4.10 . Senior Debt Entitled to Rely. The holders of Senior Debt (including, without limitation, Designated Senior Debt) shall have the right to rely upon this Article 4, and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing thereto.

ARTICLE 5
Covenants

     Section 5.01 . Payments and Deliveries. The Company shall duly and punctually make all payments and deliveries in respect of the Securities in accordance with the terms of the Securities and this Indenture.

     Any payments or deliveries made or due pursuant to this Indenture shall be considered paid or delivered on the applicable date due if by 10:00 a.m., New York City time, on such date the Paying Agent holds, in accordance with this Indenture, cash (and Common Shares deliverable following conversion, if applicable) or consideration sufficient to satisfy all such amounts then due. Payment of the principal of and interest on the Securities shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

     Section 5.02 . Maintenance of Office or Agency. The Company shall maintain an office or agency in the United States where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served, which shall initially be the Corporate Trust Office. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. 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, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided , however , that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States for such purposes. The Company shall 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.

     Section 5.03 . Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 11.10, a Trustee, so that there shall at all times be a Trustee hereunder.

     Section 5.04 . Money and Common Shares for Payments and Deliveries on Securities to be Held in Trust. If the Company (or any Subsidiary of the Company) shall at any time act as Paying Agent, then such Paying Agent shall, on or before each due date of any payment in respect of any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Securities, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such

Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

     The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 5.04, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any Default by the Company (or any other obligor upon the Securities) in the making of any payment in respect of the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such.

     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Security and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided , however , that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to t