Exhibit 4.1

EXECUTION VERSION

APPLIED OPTOELECTRONICS, INC. ,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

INDENTURE

Dated as of March 5, 2019

5.00% Convertible Senior Notes due 2024

TABLE OF CONTENTS

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INDENTURE , dated as of March 5, 2019, between Applied Optoelectronics, Inc., a Delaware corporation, as issuer (the “ Company ”) and Wells Fargo Bank, National Association, as trustee (the “ Trustee ”).

Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 5.00% Convertible Senior Notes due 2024 (the “ Notes ”).

Article 1.                                             DEFINITIONS; RULES OF CONSTRUCTION

S ection  1.01.                          DEFINITIONS.

“ Acquired Debt ” means, with respect to any specified Person:

(A)                                Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(B)                                Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Additional Interest ” means any interest that accrues on any Note pursuant to Section 3.04 .

“ Affiliate ” has the meaning set forth in Rule 144 as in effect on the Issue Date.

“ Authorized Denomination ” means, with respect to a Note, a principal amount thereof equal to a minimum of $1,000 or equal to any integral multiple of $1,000 in excess thereof.

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

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

“ Business Day ” means any day other than a Saturday, a Sunday or any 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 Lease Obligation ” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“ Capital Stock ” of any Person means any and all shares of, interests in, rights to purchase,

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warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into such equity.

“ Cash Management Services ” means any cash management or related services including treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements.

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

“ Consolidated EBITDA ” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus , without duplication:

(A)                                an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Subsidiaries in connection with an asset sale, to the extent such losses were deducted in computing such consolidated net income; plus

(B)                                provision for taxes based on income or profits (including state, franchise and similar taxes and foreign withholding taxes in lieu of income taxes), of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such consolidated net income; plus

(C)                                the Fixed Charges of such Person and its Subsidiaries for such period, to the extent that such fixed charges were deducted in computing such consolidated net income; plus

(D)                                any foreign currency translation losses (including losses related to currency re-measurements of Indebtedness) of such Person and its Subsidiaries for such period, to the extent that such losses were taken into account in computing such consolidated net income; plus

(E)                                 any fees, expenses or other out-of-pocket costs incurred in connection with the issuance of the Notes and the related amendments to Credit Agreement; plus

(F)                                  any stock-based compensation expense; plus

(G)                                any non-recurring reasonable legal and consulting fees, costs, administrative and other out-of-pocket expenses in connection with the following: future acquisitions or investments (including any future earnout payments actually paid to any third party in cash), initial compliance with new or newly applicable regulatory or accounting rules, the issuance of debt or equity as permitted under this Indenture and the disposition of any businesses or product lines; plus

(H)                               any losses deducted during such period, but for which insurance or indemnity recovery is actually received in cash; plus

(I)                                    restructuring, severance, integration, operating initiatives, litigation and other non-recurring or one time fees, costs, charges and expenses; plus

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(J)                                    depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such consolidated net income; minus

(K)                                any foreign currency translation gains (including gains related to currency re-measurements of Indebtedness) of such Person and its Subsidiaries for such period, to the extent that such gains were taken into account in computing such consolidated net income; minus

(L)                                 non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding anything to the contrary in the preceding sentence, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Subsidiary will be added to Consolidated Net Income to compute the Company’s Consolidated EBITDA only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

“ Consolidated Leverage Ratio ” means, with respect to any Person, at any date, the ratio of (A) the Indebtedness of such person and its Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) to (B) Consolidated EBITDA of such person for the four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such ratio is calculated.

“ Consolidated Net Income ” means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP and without any reduction in respect of preferred stock dividends; provided that:

(A)                                all extraordinary gains (but not losses) and all gains (but not losses) realized in connection with any asset sale or the disposition of securities or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain, will be excluded;

(B)                                the net income (but not loss) of any person that is not a Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Subsidiary of the Person;

(C)                                the net income (but not loss) of any Subsidiary will be excluded to the extent that

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the declaration or payment of dividends or similar distributions by that Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders;

(D)                                the cumulative effect of a change in accounting principles will be excluded; and

(E)                                 non-cash gains and losses attributable to movement in the mark-to-market valuation of Hedging Obligations pursuant to FASB ASC Topic 815.

“ Common Stock ” means the common stock, $0.001 par value per share, of the Company, subject to Section 5.10 .

“ Company ” means the Person named as such in the first paragraph of this Indenture and, subject to Article 6 , its successors and assigns.

“ Company Order ” means a written request or order signed on behalf of the Company by one (1) of its Officers and delivered to the Trustee.

“ Conversion Date ” means, with respect to a Note, the first Business Day on which the requirements set forth in Section 5.02(A)  to convert such Note are satisfied.

“ Conversion Price ” means, as of any time, an amount equal to (A) one thousand dollars ($1,000) divided by (B) the Conversion Rate in effect at such time.

“ Conversion Rate ” initially means 56.9801 shares of Common Stock per $1,000 principal amount of Notes; provided , however , that the Conversion Rate is subject to adjustment pursuant to Article 5 ; provided , further , that whenever this Indenture refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such reference will be deemed to be to the Conversion Rate immediately after the Close of Business on such date.

“ Conversion Share ” means any share of Common Stock issued or issuable upon conversion of any Note.

“ Corporate Trust Office ” of the Trustee means the corporate trust office of the Trustee, which office at the date hereof is located at the address set forth in Section 12.01, except with respect to payments on, or registrations of transfers of or exchanges of, the Notes, in which case such office of the Trustee will be its corporate trust office in New York, New York, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company).

“ Covenant Defeasance ” means any defeasance pursuant to, and subject to the terms of, Section 10.04 .

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“ Credit Agreement ” means that certain Loan Agreement, dated September 28, 2017, between the Company and Branch Banking and Trust Company, a North Carolina banking corporation, providing for up to twenty five million dollars ($25,000,000) of revolving credit borrowings as the Issue Date, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced increased or extended in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“ Credit Facilities ” means, one or more debt facilities (including any credit agreement), indentures or commercial paper facilities, in each case, with banks or other institutional lenders, accredited investors or institutional investors providing for revolving credit loans, term loans, term debt, debt securities, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, extended, increased, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“ Deemed Capitalized Leases ” means the Company’s obligations or the obligations of any Subsidiary of the Company that are classified as “capital lease obligations” under GAAP due to the application of FASB ASC Topic 840 or any subsequent pronouncement having similar effect and, except for such regulation or pronouncement, such obligation would not constitute a Capital Lease Obligation.

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

“ Depositary ” means The Depository Trust Company or its successor.

“ Depositary Participant ” means any member of, or participant in, the Depositary.

“ Depositary Procedures ” means, with respect to any conversion, transfer, exchange or transaction involving a Global Note or any beneficial interest therein, the rules and procedures of the Depositary applicable to such conversion, transfer, exchange or transaction.

“ Disqualified Stock ” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is ninety one (91) days after the Maturity Date; provided , however , that any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock.  The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the

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Company and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“ Domestic Subsidiary ” means any Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that Guarantees or otherwise provides direct credit support for any of the Company’s Indebtedness.

“ Ex-Dividend Date ” means, with respect to an issuance, dividend or distribution on the Common Stock, the first date on which shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution (including pursuant to due bills or similar arrangements required by the relevant stock exchange).  For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of the Common Stock under a separate ticker symbol or CUSIP number will not be considered “regular way” for this purpose.

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

“ Existing Indebtedness ” means all Indebtedness of the Company and its Subsidiaries in existence on the Issue Date (other than Indebtedness under the Credit Agreement), until such amounts are repaid.

“ Fair Market Value ” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors (unless otherwise provided in this Indenture).

“ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“ Fixed Charges ” means, with respect to any specified Person for any period, the sum, without duplication, of:

(A)                                the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued, including amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations (but excluding any interest expense attributable to deemed capitalized leases), commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to hedging obligations in respect of interest rates; plus

(B)                                the consolidated interest expense of such Person and its Subsidiaries that was capitalized during such period; plus

(C)                                any interest on Indebtedness of another Person that is Guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

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(D)                                the product of (i) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Subsidiaries, other than dividends on Capital Stock payable solely in the Company’s Capital Stock (other than Disqualified Stock) or to the Company or a Subsidiary of the Company; and (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

“ Foreign Subsidiary ” means any Subsidiary of the Company’s that is not a Domestic Subsidiary.

“ Free Trade Date ” means, with respect to any Note, the date that is one (1) year after the Last Original Issue Date of such Note.

“ Freely Tradable ” means, with respect to any Note, that such Note would be eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise if held by a Person that is not an Affiliate of the Company, and that has not been an Affiliate of the Company during the immediately preceding three (3) months, without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act (except that, during the six (6) month period beginning on, and including, the date that is six (6) months after the Last Original Issue Date of such Note, any such requirement as to the availability of current public information will be disregarded if the same is satisfied at that time); provided , however , that from and after the Free Trade Date of such Note, such Note will not be “Freely Tradable” unless such Note (x) is not identified by a “restricted” CUSIP or ISIN number; and (y) is not represented by any certificate that bears the Restricted Note Legend.  For the avoidance of doubt, whether a Note is deemed to be identified by a “restricted” CUSIP or ISIN number or to bear the Restricted Note Legend is subject to Section 2.12 .

“ Fundamental Change ” means the occurrence of any of the following events at any time after the Issue Date and prior to the Maturity Date:

(A)                                a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company or its Wholly Owned Subsidiaries, and the employee benefit plans of the Company or its Wholly Owned Subsidiaries, becomes, and files a Schedule TO (or any successor schedule, form or report) or any other schedule, form or report under the Exchange Act disclosing that such “person” or “group” has become, the direct or indirect “beneficial owner” (as defined below) of shares of the Company’s common equity representing more than fifty percent (50%) of the voting power of all of the Company’s then-outstanding common equity; provided, however , that no “person” or “group” will be deemed to be the beneficial owner of any securities tendered pursuant to a tender or exchange offer made by or on behalf of such “person” or “group” until such tendered securities are accepted for purchase or exchange in such offer;

(B)                                the consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all of the Common Stock is

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exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property; provided , however , that any merger, consolidation, share exchange or combination of the Company pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Company’s common equity immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Fundamental Change pursuant to this clause (B)  ;

(C)                                the Company’s stockholders approve any plan or proposal for the liquidation or dissolution of the Company; or

(D)                                the Common Stock ceases to be listed on any of The New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or any of their respective successors);

provided , however , that a transaction or event described in clause (A)  or (B)  above will not constitute a Fundamental Change if at least ninety percent (90%) of the consideration received or to be received by the holders of Common Stock (excluding cash payments for fractional shares or pursuant to dissenters rights), in connection with such transaction or event, consists of shares of common stock listed on any of The New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or any of their respective successors), or that will be so listed when issued or exchanged in connection with such transaction or event, and such transaction or event constitutes a Common Stock Change Event whose Reference Property consists of such consideration.

For the purposes of this definition, (x) any transaction or event described in both clause (A)  and in clause (B)(i)  or (ii)  above (without regard to the proviso in clause (B) ) will be deemed to occur solely pursuant to clause (B)  above (subject to such proviso); and (y) whether a Person is a “ beneficial owner ” and whether shares are “ beneficially owned ” will be determined in accordance with Rule 13d-3 under the Exchange Act.

“ Fundamental Change Repurchase Date ” means the date fixed for the repurchase of any Notes by the Company pursuant to a Repurchase Upon Fundamental Change.

“ Fundamental Change Repurchase Notice ” means a notice (including a notice substantially in the form of the “Fundamental Change Repurchase Notice” set forth in Exhibit A ) containing the information, or otherwise complying with the requirements, set forth in Section 4.02(F)(i)  and Section 4.02(F)(ii) .

“ Fundamental Change Repurchase Price ” means the cash price payable by the Company to repurchase any Note upon its Repurchase Upon Fundamental Change, calculated pursuant to Section 4.02(D) .

“ GAAP ” means generally accepted accounting principles in the United States as in effect

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from time to time.

“ Global Note ” means a Note that is represented by a certificate substantially in the form set forth in Exhibit A , registered in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee, and deposited with the Trustee, as custodian for the Depositary.

“ Global Note Legend ” means a legend substantially in the form set forth in Exhibit B-2 .

“ Guarantee ” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“ Guarantor ” means each Domestic Subsidiary of the Company (other than an Immaterial Subsidiary) that is required to provide a Note Guarantee pursuant to Article 9 .

“ Hedging Obligations ” means, with respect to any specified Person, the obligations of such Person under:

(A)                                interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(B)                                other agreements or arrangements designed to manage interest rates or interest rate risk; and

(C)                                other agreements or arrangements designed to protect such person against fluctuations in currency exchange rates or commodity prices.

“ Holder ” means a person in whose name a Note is registered on the Registrar’s books.

“ Immaterial Subsidiary ” means, as of any date, any Subsidiary of the Company whose total assets (determined in accordance with GAAP), as of that date, are less than one hundred thousand dollars ($100,000) and whose total revenues for the most recent twelve (12) month period (determined in accordance with GAAP) do not exceed one hundred thousand dollars ($100,000).

“ Indebtedness ” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(A)                                in respect of borrowed money;

(B)                                evidenced by or issued in exchange for bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(C)                                in respect of banker’s acceptances;

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(D)                                representing capital lease obligations;

(E)                                 representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(F)                                  representing any Hedging Obligations,

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

“ Initial Purchasers ” means Raymond James & Associates, Inc. and Cowen and Company, LLC.

“ Interest Payment Date ” means, with respect to a Note, each March 15 and September 15 of each year, commencing on September 15, 2019 (or commencing on such other date specified in the certificate representing such Note).  For the avoidance of doubt the Maturity Date is an Interest Payment Date.

“ Issue Date ” means March 5, 2019.

“ Last Original Issue Date ” means (A) with respect to any Notes issued pursuant to the Purchase Agreement, and any Notes issued in exchange therefor or in substitution thereof, the Issue Date; and (B) with respect to any Notes issued pursuant to Section 2.03(B) , and any Notes issued in exchange therefor or in substitution thereof, either (i) the later of (x) the date such Notes are originally issued and (y) the last date any Notes are originally issued as part of the same offering pursuant to the exercise of an option granted to the initial purchaser(s) of such Notes to purchase additional Notes; or (ii) such other date as is specified in an Officer’s Certificate delivered to the Trustee before the original issuance of such Notes.

“ Last Reported Sale Price ” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last bid prices and the average last ask prices per share) of Common Stock on such Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is then listed.  If the Common Stock is not listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization.  If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point of the last bid price and the last ask price per share of Common Stock on such Trading Day from each of at least three (3) nationally recognized independent investment banking firms selected by the Company, which may include any of the Initial Purchasers.  Neither the Trustee nor the Conversion Agent will have any duty to determine the Last Reported Sale Price.

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security

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interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“ Make-Whole Fundamental Change ” means (A) a Fundamental Change (determined after giving effect to the proviso immediately after clause (D)  of the definition thereof, but without regard to the proviso to clause (B)(ii)  of the definition thereof); or (B) the sending of a Redemption Notice pursuant to Section 4.03(F) ; provided , however , that, subject to Section 4.03(I) , the sending of a Redemption Notice will constitute a Make-Whole Fundamental Change only with respect to the Notes called for Redemption pursuant to such Redemption Notice and not with respect to any other Notes.

“ Make-Whole Fundamental Change Conversion Period ” has the following meaning:

(A)                                in the case of a Make-Whole Fundamental Change pursuant to clause (A)  of the definition thereof, the period from, and including, the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change to, and including, the thirty fifth (35th) Trading Day after such Make-Whole Fundamental Change Effective Date (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change, to, but excluding, the related Fundamental Change Repurchase Date); and

(B)                                in the case of a Make-Whole Fundamental Change pursuant to clause (B)  of the definition thereof, the period from, and including, the Redemption Notice Date for the related Redemption to, and including, the Business Day immediately before the related Redemption Date;

provided , however , that if the Conversion Date for the conversion of a Note occurs during the Make-Whole Fundamental Change Conversion Period for both a Make-Whole Fundamental Change occurring pursuant to clause (A)  of the definition of “Make-Whole Fundamental Change” and a Make-Whole Fundamental Change occurring pursuant to clause (B)  of such definition, then, notwithstanding anything to the contrary in Section 5.07 , solely for purposes of such conversion, (x) such Conversion Date will be deemed to occur solely during the Make-Whole Fundamental Change Conversion Period for the Make-Whole Fundamental Change with the earlier Make-Whole Fundamental Change Effective Date; and (y) the Make-Whole Fundamental Change with the later Make-Whole Fundamental Change Effective Date will be deemed not to have occurred.

“ Make-Whole Fundamental Change Effective Date ” means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A)  of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B)  of the definition thereof, the applicable Redemption Notice Date.

“ Market Disruption Event ” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common Stock is listed for trading or trades, of any material suspension or limitation imposed on trading

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(by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.

“ Maturity Date ” means March 15, 2024.

“ Non-Affiliate Legend ” means a legend substantially in the form set forth in Exhibit B-3 .

“ Note Agent ” means any Registrar, Paying Agent or Conversion Agent.

“ Note Guarantee ” means the guarantee by the future Guarantors of the Company’s obligations under this Indenture and the Notes pursuant to Article 9 .

“ Notes ” means the 5.00% Convertible Senior Notes due 2024 issued by the Company pursuant to this Indenture.

“ Obligations ” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

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

“ Officer’s Certificate ” means a certificate that is signed on behalf of the Company by one (1) of its Officers and that meets the requirements of Section 12.03 .

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

“ Opinion of Counsel ” means an opinion, from legal counsel (including an employee of, or counsel to, the Company or any of its Subsidiaries) reasonably acceptable to the Trustee, that meets the requirements of Section 12.03 , subject to customary qualifications and exclusions.

“ Permitted Debt ” means:

(A)                                the incurrence by the Company and any Guarantor of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (A)  (with letters of credit being deemed to have a principal amount equal to the maximum potential liability thereunder) not to exceed twenty-five million dollars ($25,000,000);

(B)                                the incurrence by any Foreign Subsidiary of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (B)  (with letters of credit being deemed to have a principal amount equal to the maximum potential liability thereunder) not to exceed sixty million dollars ($60,000,000);

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(C)                                the incurrence by the Company and its Subsidiaries of Existing Indebtedness;

(D)                                the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees issued pursuant to the Purchase Agreement;

(E)                                 the incurrence by the Company or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany indebtedness) that is permitted by this Indenture to be incurred under the proviso in Section 3.09(A)  or clauses (C) , (D)  or (I)  of this definition;

(F)                                  the incurrence by the Company or any of its Subsidiaries of intercompany indebtedness between or among the Company and any of its Subsidiaries; provided , however , that:

(i)                                      if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantees, in the case of a Guarantor; and

(ii)                                   (1) any subsequent issuance or transfer of equity interests that results in any such Indebtedness being held by a Person other than the Company or a Subsidiary of the Company; and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be, that was not permitted by this clause (F) ;

(G)                                the issuance by any of the Company’s Subsidiaries to the Company or to any of its Subsidiaries of shares of preferred stock; provided , however , that:

(i)                                      any subsequent issuance or transfer of equity interests that results in any such preferred stock being held by a Person other than the Company or a Subsidiary of the Company; and

(ii)                                   any sale or other transfer of any such preferred stock to a person that is not either the Company or a Subsidiary of the Company,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Subsidiary that was not permitted by this clause (G) ;

(H)                               the Guarantee by the Company or any of the Guarantors of the Company’s Indebtedness or Indebtedness of a Subsidiary of the Company and the Guarantee by any Foreign Subsidiary of Indebtedness of another Foreign Subsidiary, in each case, to the extent that the Guaranteed Indebtedness was permitted to be incurred by another clause of this definition or pursuant to the proviso in Section 3.09(A) ; provided that if the Indebtedness being Guaranteed is subordinated to or pari passu with the Notes, then the Guarantee must be subordinated or pari passu , as applicable, to the same extent as the Indebtedness Guaranteed;

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(I)                                    the incurrence by the Company or any of the Guarantors of subordinated Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (I) , not to exceed fifty million dollars ($50,000,000);

(J)                                    the incurrence by the Company or any of its Subsidiaries of Indebtedness consisting of financing of insurance premiums; and

(K)                                Indebtedness incurred in respect of any Hedging Obligations, credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), or Cash Management Services, in each case incurred in the ordinary course of business.

“ Permitted Liens ” means:

(A)                                Liens on the Company’s assets or the assets of any Guarantor securing Indebtedness and other obligations under Credit Facilities that was permitted by the terms of this Indenture to be incurred pursuant to clause (A)  of the definition of “Permitted Debt”;

(B)                                Liens on the Company’s assets or the assets of any of the Company’s Subsidiaries securing Indebtedness incurred pursuant to the proviso in Section 3.09(A) ;

(C)                                Liens on the Company’s assets or the assets of any Foreign Subsidiary securing Indebtedness and other obligations under Credit Facilities that was permitted by the terms of this Indenture to be incurred pursuant to clause (B)  of the definition of “Permitted Debt”;

(D)                                Liens to secure any of the Indebtedness referenced in clause (K)  of the definition of “Permitted Debt,” or obligations with respect to treasury management arrangements incurred in the ordinary course of business;

(E)                                 Liens on property of a Person existing at the time such Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such Person becoming a Subsidiary of the Company or such merger or consolidation and do not extend to any assets other than those of the Person that becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company;

(F)                                  Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that Liens were in existence prior to, and not incurred in contemplation of, such acquisition;

(G)                                Liens to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations);

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(H)                               Liens existing on the date of this Indenture;

(I)                                    Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(J)                                    Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ liens, in each case, incurred in the ordinary course of business;

(K)                                survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such person;

(L)                                 Liens created for the benefit of (or to secure) the Notes or the Note Guarantees;

(M)                             Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;

(N)                                filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases;

(O)                                bankers’ liens, rights of setoff, liens arising out of judgments or awards not constituting an event of default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(P)                                  Liens on cash, cash equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;

(Q)                                Liens on specific items of inventory or other goods (and the proceeds thereof) of any person securing such person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods;

(R)                                grants of software and other technology licenses in the ordinary course of business;

(S)                                  Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(T)                                 Liens in favor of the Company or any of the Guarantors; and

(U)                                Liens incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to obligations that do not exceed five million dollars ($5,000,000) at

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any one time outstanding.

“ Permitted Refinancing Indebtedness ” means any Indebtedness of the Company or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Subsidiaries (other than intercompany indebtedness); provided that:

(A)                                the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(B)                                such Permitted Refinancing Indebtedness has a final maturity date no earlier than either (i) the final maturity date of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; or (ii) ninety-one (91) days after the Maturity Date;

(C)                                such Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Permitted Refinancing Indebtedness is incurred that is no shorter than the Weighted Average Life to Maturity of the portion of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(D)                                if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(E)                                 such Indebtedness is incurred either by the Company or by a Subsidiary of the Company that was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and is guaranteed only by Persons who were obligors on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

“ Person ” or “ person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof.  Any division or series of a limited liability company, limited partnership or trust will constitute a separate “person” under this Indenture.

“ Physical Note ” means a Note (other than a Global Note) that is represented by a certificate substantially in the form set forth in Exhibit A , registered in the name of the Holder of such Note and duly executed by the Company and authenticated by the Trustee.

“ Purchase Agreement ” means that certain Purchase Agreement, dated February 28, 2019, between the Company and the Initial Purchasers.

“ Redemption ” means the repurchase of any Note by the Company pursuant to Section

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4.03 .

“ Redemption Date ” means the date fixed for the repurchase of any Notes by the Company pursuant to a Redemption.

“ Redemption Notice Date ” means, with respect to a Redemption, the date on which the Company sends the Redemption Notice for such Redemption pursuant to Section 4.03(F) .

“ Redemption Price ” means the cash price payable by the Company to redeem any Note upon its Redemption, calculated pursuant to Section 4.03(E) .

“ Regular Record Date ” has the following meaning with respect to an Interest Payment Date: (A) if such Interest Payment Date occurs on March 15, the immediately preceding March 1; and (B) if such Interest Payment Date occurs on September 15, the immediately preceding September 1.

“ Repurchase Upon Fundamental Change ” means the repurchase of any Note by the Company pursuant to Section 4.02 .

“ Responsible Officer ” when used with respect to the Trustee means (A) any officer of the Trustee within the corporate trust department, including any Vice President, assistant secretary, assistant treasurer, trust officer, assistant trust officer or assistant controller assigned to the Corporate Trust Office,  or any other officer of the Trustee customarily performing functions similar to those performed by any of such officers; and (B) with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of his or her knowledge of, and familiarity with, the particular subject, and, in each case, who will have direct responsibility for the administration of this Indenture.

“ Restricted Note Legend ” means a legend substantially in the form set forth in Exhibit B-1 .

“ Restricted Stock Legend ” means, with respect to any Conversion Share, a legend substantially to the effect that the offer and sale of such Conversion Share have not been registered under the Securities Act and that such Conversion Share cannot be sold or otherwise transferred except pursuant to a transaction that is registered under the Securities Act or that is exempt from, or not subject to, the registration requirements of the Securities Act.

“ Rule 144 ” means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“ Rule 144A ” means Rule 144A under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“ Scheduled Trading Day ” means any day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on

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the principal other market on which the Common Stock is then traded.  If the Common Stock is not so listed or traded, then “Scheduled Trading day” means a Business Day.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended.

“ Security ” means any Note or Conversion Share.

“ Significant Subsidiary ” means, with respect to any Person, any Subsidiary of such Person that constitutes, or any group of Subsidiaries of such Person that, in the aggregate, would constitute, a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) of such Person.

“ Special Interest ” means any interest that accrues on any Note pursuant to Section 7.03 .

“ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the first date it was incurred in compliance with the terms of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“ Stock Price ” has the following meaning for any Make-Whole Fundamental Change, subject to the provisions of Section 5.08 : (A) if the holders of Common Stock receive only cash in consideration for their shares of Common Stock in such Make-Whole Fundamental Change and such Make-Whole Fundamental Change is pursuant to clause (B)  of the definition of “Fundamental Change,” then the Stock Price is the amount of cash paid per share of Common Stock in such Make-Whole Fundamental Change; and (B) in all other cases, the Stock Price is the average of the Last Reported Sale Prices per share of Common Stock for the five (5) consecutive Trading Days ending on, and including, the Trading Day immediately before the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change.

“ Subordinated Indebtedness ” means Indebtedness of the Company or a Guarantor that (A) is subordinated in right of payment by its terms or the terms of any document or instrument relating thereto (“contractually”) to the Notes or the Note Guarantee of such Guarantor, as applicable; and (B) has a stated maturity for the principal thereof at least ninety one (91) days after the Maturity Date.

“ Subsidiary ” means, with respect to any Person, (A) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such

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Person; and (B) any partnership or limited liability company where (i) more than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (ii) such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.

“ Trading Day ” means any day on which (A)  trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded; and (B) there is no Market Disruption Event.  If the Common Stock is not so listed or traded, then “Trading Day” means a Business Day.

“ Transfer-Restricted Security ” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided , however , that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

(A)                                such Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to a registration statement that was effective under the Securities Act at the time of such sale or transfer;

(B)                                such Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to an available exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to, the Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security” (as defined in Rule 144); and

(C)                                such Security is eligible for resale, by a Person that is not an Affiliate of the Company and that has not been an Affiliate of the Company during the immediately preceding three (3) months, pursuant to Rule 144 without any limitations thereunder as to volume, manner of sale, availability of current public information or notice.

The Trustee is under no obligation to determine whether any Security is a Transfer-Restricted Security and may conclusively rely on an Officer’s Certificate with respect thereto.

“ Trust Indenture Act ” means the U.S. Trust Indenture Act of 1939, as amended.

“ Trustee ” means the Person named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of this Indenture and, thereafter, means such successor.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any

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date, the number of years obtained by dividing:

(A)                                the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(B)                                the then outstanding principal amount of such Indebtedness.

“ Wholly Owned Subsidiary ” of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.

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S ection  1.03.                          RULES OF CONSTRUCTION.

For purposes of this Indenture:

(A)                                “or” is not exclusive;

(B)                                “including” means “including without limitation”;

(C)                                “will” expresses a command;

(D)                                the “average” of a set of numerical values refers to the arithmetic average of such numerical values;

(E)                                 a merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include any division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any unwinding of any such division or allocation;

(F)                                  words in the singular include the plural and in the plural include the singular, unless the context requires otherwise;

(G)                                “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision of this Indenture, unless the context requires otherwise;

(H)                               references to currency mean the lawful currency of the United States of America, unless the context requires otherwise;

(I)                                    the exhibits, schedules and other attachments to this Indenture are deemed to form part of this Indenture; and

(J)                                    the term “ interest ,” when used with respect to a Note, includes any Additional Interest and Special Interest, unless the context requires otherwise.

Article 2.                                             THE NOTES

S ection  2.01.                          FORM, DATING AND DENOMINATIONS.

The Notes and the Trustee’s certificate of authentication will be substantially in the form set forth in Exhibit A .  The Notes will bear the legends required by Section 2.09 and may bear notations, legends or endorsements required by law, stock exchange rule or usage or the Depositary.  Each Note will be dated as of the date of its authentication.

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Except to the extent otherwise provided in a Company Order delivered to the Trustee in connection with the issuance and authentication thereof, the Notes will be issued initially in the form of one or more Global Notes.  Global Notes may be exchanged for Physical Notes, and Physical Notes may be exchanged for Global Notes, only as provided in Section 2.10 .

The Notes will be issuable only in registered form without interest coupons and only in Authorized Denominations.

Each certificate representing a Note will bear a unique registration number that is not affixed to any other certificate representing another outstanding Note.

The terms contained in the Notes constitute part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, agree to such terms and to be bound thereby; provided , however , that, to the extent that any provision of any Note conflicts with the provisions of this Indenture, the provisions of this Indenture will control for purposes of this Indenture and such Note.

S ection  2.02.                          EXECUTION, AUTHENTICATION AND DELIVERY.

(A)                                Due Execution by the Company .  At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile signature.  A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company.

(B)                                Authentication by the Trustee and Delivery .

(i)                                      No Note will be valid until it is authenticated by the Trustee.  A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note.

(ii)                                   The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A) ; and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated.  If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order.

(iii)                                The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes.  A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee.  Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the

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duties that the authentication agent was validly appointed to undertake.

S ection  2.03.                          INITIAL NOTES AND ADDITIONAL NOTES.

(A)                                Initial Notes .  On the Issue Date, there will be originally issued eighty-million-five-hundred-thousand dollars ($80,500,000) aggregate principal amount of Notes, subject to the provisions of this Indenture (including Section 2.02 ).  Notes issued pursuant to this Section 2.03(A) , and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “ Initial Notes .”

(B)                                Additional Notes .  The Company may, subject to the provisions of this Indenture (including Section 2.02 ), originally issue additional Notes with the same terms as the initial Notes (except, to the extent applicable, with respect to the date as of which interest begins to accrue on such additional Notes and the first Interest Payment Date and the Last Original Issue Date of such additional Notes), which additional Notes will, subject to the foregoing, be considered to be part of the same series of, and rank equally and ratably with all other, Notes issued under this Indenture; provided , however , that if any such additional Notes are not fungible with other Notes issued under this Indenture for federal income tax or federal securities laws purposes, then such additional Notes will be identified by a separate CUSIP number or by no CUSIP number.

S ection  2.04.                          METHOD OF PAYMENT.

(A)                                Global Notes .  The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on, and any cash Conversion Consideration for, any Global Note to the Depositary by wire transfer of immediately available funds no later than the time the same is due as provided in this Indenture.

(B)                                Physical Notes .  The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on, and any cash Conversion Consideration for, any Physical Note no later than the time the same is due as provided in this Indenture as follows: (i) if the principal amount of such Physical Note is at least five million dollars ($5,000,000) (or such lower amount as the Company may choose in its sole and absolute discretion) and the Holder of such Physical Note entitled to such payment has delivered to the Paying Agent or the Trustee, no later than the time set forth in the immediately following sentence, a written request that the Company make such payment by wire transfer to an account of such Holder within the United States, by wire transfer of immediately available funds to such account; and (ii) in all other cases, by check mailed to the address of the Holder of such Physical Note entitled to such payment as set forth in the Register.  To be timely, such written request must be so delivered no later than the Close of Business on the following date: (x) with respect to the payment of any interest due on an Interest Payment Date, the immediately preceding Regular Record Date; (y) with respect to any cash Conversion Consideration, the relevant Conversion Date; and (z) with respect to any other payment, the date that is fifteen (15) calendar days immediately before the date such payment is due.

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S ection  2.05.                          ACCRUAL OF INTEREST; DEFAULTED AMOUNTS; WHEN PAYMENT DATE IS NOT A BUSINESS DAY.

(A)                                Accrual of Interest .  Each Note will accrue interest at a rate per annum equal to 5.00% (the “ Stated Interest ”), plus any Additional Interest and Special Interest that may accrue pursuant to Sections 3.04 and 7.03 , respectively.  Stated Interest on each Note will (i) accrue from, and including, the most recent date to which Stated Interest has been paid or duly provided for (or, if no Stated Interest has theretofore been paid or duly provided for, the date set forth in the certificate representing such Note as the date from, and including, which Stated Interest will begin to accrue in such circumstance) to, but excluding, the date of payment of such Stated Interest; and (ii) be, subject to Sections 4.02(D) , 4.03(E)  and 5.02(D)  (but without duplication of any payment of interest), payable semi-annually in arrears on each Interest Payment Date, beginning on the first Interest Payment Date set forth in the certificate representing such Note, to the Holder of such Note as of the Close of Business on the immediately preceding Regular Record Date.  Stated Interest, and, if applicable, Additional Interest and Special Interest, on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(B)                                Defaulted Amounts .  If the Company fails to pay any amount (a “ Defaulted Amount ”) payable on a Note on or before the due date therefor as provided in this Indenture, then, regardless of whether such failure constitutes an Event of Default, (i) such Defaulted Amount will forthwith cease to be payable to the Holder of such Note otherwise entitled to such payment; (ii) to the extent lawful, interest (“ Default Interest ”) will accrue on such Defaulted Amount at a rate per annum equal to the rate per annum at which Stated Interest accrues, from, and including, such due date to, but excluding, the date of payment of such Defaulted Amount and Default Interest; (iii) such Defaulted Amount and Default Interest will be paid on a payment date selected by the Company to the Holder of such Note as of the Close of Business on a special record date selected by the Company, provided that such special record date must be no more than fifteen (15), nor less than ten (10), calendar days before such payment date; and (iv) at least fifteen (15) calendar days before such special record date, the Company will send notice to the Trustee and the Holders that states such special record date, such payment date and the amount of such Defaulted Amount and Default Interest to be paid on such payment date.  Neither the Trustee nor the Conversion Agent will have any duty to determine whether any Defaulted Amount or Default Interest is payable or the amount thereof.

(C)                                Delay of Payment when Payment Date is Not a Business Day .  If the due date for a payment on a Note as provided in this Indenture is not a Business Day, then, notwithstanding anything to the contrary in this Indenture or the Notes, such payment may be made on the immediately following Business Day and no interest will accrue on such payment as a result of the related delay.  Solely for purposes of the immediately preceding sentence, a day on which the applicable place of payment is authorized or required by law or executive order to close or be closed will be deemed not to be a “Business Day.”

S ection  2.06.                          REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

(A)                                Generally .  The Company will maintain (i) an office or agency in the continental United States where Notes may be presented for registration of transfer or for exchange (the “ Registrar ”); (ii) an office or agency in the continental United States where Notes may be

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presented for payment (the “ Paying Agent ”); and (iii) an office or agency in the continental United States where Notes may be presented for conversion (the “ Conversion Agent ”).  If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, then the Trustee will act as such.  For the avoidance of doubt, the Company or any of its Subsidiaries may act as Registrar, Paying Agent or Conversion Agent.

(B)                                Duties of the Registrar .  The Registrar will keep a record (the “ Register ”) of the names and addresses of the Holders, the Notes held by each Holder and the transfer, exchange, repurchase, Redemption and conversion of Notes.  Absent manifest error, the entries in the Register will be conclusive and the Company and the Trustee may treat each Person whose name is recorded as a Holder in the Register as a Holder for all purposes.  The Register will be in written form or in any form capable of being converted into written form reasonably promptly.

(C)                                Co-Agents; Company’s Right to Appoint Successor Registrars, Paying Agents and Conversion Agents .  The Company may appoint one or more co-Registrars, co-Paying Agents and co-Conversion Agents, each of whom will be deemed to be a Registrar, Paying Agent or Conversion Agent, as applicable, under this Indenture.  Subject to Section 2.06(A) , the Company may change any Registrar, Paying Agent or Conversion Agent (including appointing itself or any of its Subsidiaries to act in such capacity) without notice to any Holder.  The Company will notify the Trustee (and, upon request, any Holder) of the name and address of each Note Agent, if any, not a party to this Indenture and will enter into an appropriate agency agreement with each such Note Agent, which agreement will implement the provisions of this Indenture that relate to such Note Agent.

(D)                                Initial Appointments .  The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent.

S ection  2.07.                          PAYING AGENT AND CONVERSION AGENT TO HOLD PROPERTY IN TRUST.

The Company will require each Paying Agent or Conversion Agent that is not the Trustee to agree in writing that such Note Agent will (A) hold in trust for the benefit of Holders or the Trustee all money and other property held by such Note Agent for payment or delivery due on the Notes; and (B) notify the Trustee of any default by the Company in making any such payment or delivery.  The Company, at any time, may, and the Trustee, while any Default continues, may, require a Paying Agent or Conversion Agent to pay or deliver, as applicable, all money and other property held by it to the Trustee, after which payment or delivery, as applicable, such Note Agent (if not the Company or any of its Subsidiaries) will have no further liability for such money or property.  If the Company or any of its Subsidiaries acts as Paying Agent or Conversion Agent, then (A) it will segregate and hold in a separate trust fund for the benefit of the Holders or the Trustee all money and other property held by it as Paying Agent or Conversion Agent; and (B) references in this Indenture or the Notes to the Paying Agent or Conversion Agent holding cash or other property, or to the delivery of cash or other property to the Paying Agent or Conversion Agent, in each case for payment or delivery to any Holders or the Trustee or with respect to the Notes, will be deemed to refer to cash or other property so segregated and held separately, or to the segregation and separate holding of such cash or other property, respectively.  Upon the occurrence of any event pursuant to in clause (x)  or (xi)  of Section 7.01(A)  with respect to the Company (or with respect to any Subsidiary of the Company acting as Paying Agent or Conversion

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Agent), the Trustee will serve as the Paying Agent or Conversion Agent, as applicable, for the Notes.

S ection  2.08.                          HOLDER LISTS.

If the Trustee is not the Registrar, the Company will furnish to the Trustee, no later than seven (7) Business Days before each Interest Payment Date, and at such other times as the Trustee may request, a list, in such form and as of such date or time as the Trustee may reasonably require, of the names and addresses of the Holders.

S ection  2.09.                          LEGENDS.

(A)                                Global Note Legend .  Each Global Note will bear the Global Note Legend (or any similar legend, not inconsistent with this Indenture, required by the Depositary for such Global Note).

(B)                                Non-Affiliate Legend .  Each Note will bear the Non-Affiliate Legend.

(C)                                Restricted Note Legend .  Subject to Section 2.12 ,

(i)                                      each Note that is a Transfer-Restricted Security will bear the Restricted Note Legend; and

(ii)                                   if a Note is issued in exchange for, in substitution of, or to effect a partial conversion of, another Note (such other Note being referred to as the “old Note” for purposes of this Section 2.09(C)(ii) ), including pursuant to Section  2.10(B) , 2.10(C) , 2.11 or 2.13 , such Note will bear the Restricted Note Legend if such old Note bore the Restricted Note Legend at the time of such exchange or substitution, or on the related Conversion Date with respect to such conversion, as applicable; provided , however , that such Note need not bear the Restricted Note Legend if such Note does not constitute a Transfer-Restricted Security immediately after such exchange or substitution, or as of such Conversion Date, as applicable.

(D)                                Other Legends .  A Note may bear any other legend or text, not inconsistent with this Indenture, as may be required by applicable law or by any securities exchange or automated quotation system on which such Note is traded or quoted.

(E)                                 Acknowledgement and Agreement by the Holders .  A Holder’s acceptance of any Note bearing any legend required by this Section 2.09 will constitute such Holder’s acknowledgement of, and agreement to comply with, the restrictions set forth in such legend.

(F)                                  Restricted Stock Legend .

(i)                                      Each Conversion Share will bear the Restricted Stock Legend if the Note upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided , however , that such Conversion Share need not bear the Restricted Stock Legend if the Company determines, in its reasonable discretion, that such

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Conversion Share need not bear the Restricted Stock Legend.

(ii)                                   Notwithstanding anything to the contrary in this Section 2.09(F) , a Conversion Share need not bear a Restricted Stock Legend if such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided the Company takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in the Restricted Stock Legend.

S ection  2.10.                          TRANSFERS AND EXCHANGES; CERTAIN TRANSFER RESTRICTIONS.

(A)                                Provisions Applicable to All Transfers and Exchanges .

(i)                                      Subject to this Section 2.10 , Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time and the Registrar will record each such transfer or exchange in the Register.

(ii)                                   Each Note issued upon transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii) ) or portion thereof in accordance with this Indenture will be the valid obligation of the Company, evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as such old Note or portion thereof, as applicable.

(iii)                                The Company, the Guarantors, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or conversion of Notes, but the Company, the Guarantors, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of Notes, other than exchanges pursuant to Sections 2.11 , 2.17 or 8.05 not involving any transfer.

(iv)                               Notwithstanding anything to the contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion to be so transferred or exchanged is in an Authorized Denomination.

(v)                                  The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions imposed under this Indenture or applicable law with respect to any Security (including any transfers of any interest in a Global Note between or among Depositary Participants, members or beneficial owners of any such interest), other than to require the delivery of such certificates or other documentation or evidence as expressly required by this Indenture and to examine the same to determine substantial compliance as to form with the express requirements of this Indenture.

(vi)                               The Trustee will have no responsibility or obligation to any beneficial owner of any interest in a Global Note, a Depositary Participant or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Depositary Participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Depositary Participant, member, beneficial owner or other

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Person (other than the Depositary or any Holder) of any notice or the payment of any amount, under or with respect to the Notes.  All notices and communications to be given to the Holders and all payments to be made to the Holders under the Notes and this Indenture will be given or made only to the registered Holders (which will be the Depositary or its nominee in the case of a Global Note).  The rights of beneficial owners of any interest in a Global Note will be exercised only through the Depositary Procedures.  The Trustee may rely and will be fully protected in relying on information furnished by the Depositary with respect to its members, participants and any beneficial owners.

(vii)                            Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09 .

(viii)                         Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction.

(ix)                               For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10 , an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number.

(B)                                Transfers and Exchanges of Global Notes.

(i)                                      Subject to the immediately following sentence, no Global Note may be transferred or exchanged in whole except (x) by the Depositary to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary; or (z) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.  No Global Note (or any portion thereof) may be transferred to, or exchanged for, a Physical Note; provided , however , that a Global Note will be exchanged, pursuant to customary procedures, for one or more Physical Notes if:

(1)                                  (x) the Depositary notifies the Company or the Trustee that the Depositary is unwilling or unable to continue as depositary for such Global Note or (y) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act and, in each case, the Company fails to appoint a successor Depositary within ninety (90) days of such notice or cessation;

(2)                                  an Event of Default has occurred and is continuing and the Company, the Trustee or the Registrar has received a written request from the Depositary, or from a holder of a beneficial interest in such Global Note, to exchange such Global Note or beneficial interest, as applicable, for one or more Physical Notes; or

(3)                                  the Company, in its sole discretion, permits the exchange of any

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beneficial interest in such Global Note for one or more Physical Notes at the request of the owner of such beneficial interest.

(ii)                                   Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Global Note (or any portion thereof):

(1)                                  the Trustee will reflect any resulting decrease of the principal amount of such Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if such notation results in such Global Note having a principal amount of zero, the Company may (but is not required to) instruct the Trustee to cancel such Global Note pursuant to Section 2.15 );

(2)                                  if required to effect such transfer or exchange, then the Trustee will reflect any resulting increase of the principal amount of any other Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such other Global Note;

(3)                                  if required to effect such transfer or exchange, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02 , a new Global Note bearing each legend, if any, required by Section 2.09 ; and

(4)                                  if such Global Note (or such portion thereof), or any beneficial interest therein, is to be exchanged for one or more Physical Notes, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02 , one or more Physical Notes that are in Authorized Denominations (not to exceed, in the aggregate, the principal amount of such Global Note to be so exchanged), are registered in such name(s) as the Depositary specifies (or as otherwise determined pursuant to customary procedures) and bear each legend, if any, required by Section 2.09 .

(iii)                                Each transfer or exchange of a beneficial interest in any Global Note will be made in accordance with the Depositary Procedures.

(C)                                Transfers and Exchanges of Physical Notes.

(i)                                      Subject to this Section 2.10 , a Holder of a Physical Note may (x) transfer such Physical Note (or any portion thereof in an Authorized Denomination) to one or more other Person(s); (y) exchange such Physical Note (or any portion thereof in an Authorized Denomination) for one or more other Physical Notes in Authorized Denominations having an aggregate principal amount equal to the aggregate principal amount of the Physical Note (or portion thereof) to be so exchanged; and (z) if then permitted by the Depositary Procedures, transfer such Physical Note (or any portion thereof in an Authorized Denomination) in exchange for a beneficial interest in one or more Global Notes; provided , however , that, to effect any such transfer or exchange, such Holder must:

(1)                                  surrender such Physical Note to be transferred or exchanged to the

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office of the Registrar, together with any endorsements or transfer instruments reasonably required by the Company, the Trustee or the Registrar; and

(2)                                  deliver such certificates, documentation or evidence as may be required pursuant to Section 2.10(D) .

(ii)                                   Upon the satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Physical Note (such Physical Note being referred to as the “old Physical Note” for purposes of this Section 2.10(C)(ii) ) of a Holder (or any portion of such old Physical Note in an Authorized Denomination):

(1)                                  such old Physical Note will be promptly cancelled pursuant to Section 2.15 ;

(2)                                  if such old Physical Note is to be transferred or exchanged only in part, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02 , one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such old Physical Note not to be transferred or exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 2.09 ;

(3)                                  in the case of a transfer:

(a)                                  to the Depositary or a nominee thereof that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form of one or more Global Notes, the Trustee will reflect an increase of the principal amount of one or more existing Global Notes by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note(s), which increase(s) are in Authorized Denominations and aggregate to the principal amount to be so transferred, and which Global Note(s) bear each legend, if any, required by Section 2.09 ; provided , however , that if such transfer cannot be so effected by notation on one or more existing Global Notes (whether because no Global Notes bearing each legend, if any, required by Section 2.09 then exist, because any such increase will result in any Global Note having an aggregate principal amount exceeding the maximum aggregate principal amount permitted by the Depositary or otherwise), then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02 , one or more Global Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so transferred; and (y) bear each legend, if any, required by Section 2.09 ; and

(b)                                  to a transferee that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form of one or more Physical Notes, the Company will issue, execute and deliver, and the

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Trustee will authenticate, in each case in accordance with Section 2.02 , one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so transferred; (y) are registered in the name of such transferee; and (z) bear each legend, if any, required by Section 2.09 ; and

(4)                                  in the case of an exchange, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02 , one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so exchanged; (y) are registered in the name of the Person to whom such old Physical Note was registered; and (z) bear each legend, if any, required by Section 2.09 .

(D)                                Requirement to Deliver Documentation and Other Evidence.   If a Holder of any Note that is identified by a “restricted” CUSIP number or that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to:

(i)                                      cause such Note to be identified by an “unrestricted” CUSIP number;

(ii)                                   remove such Restricted Note Legend; or

(iii)                                register the transfer of such Note to the name of another Person,

then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided , however , that no such certificates, documentation or evidence need be so delivered on and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act.

(E)                                 Transfers of Notes Subject to Redemption, Repurchase or Conversion .  Notwithstanding anything to the contrary in this Indenture or the Notes, the Company, the Guarantors, the Trustee and the Registrar will not be required to register the transfer of or exchange any Note that (i) has been surrendered for conversion, except to the extent that any portion of such Note is not subject to conversion; (ii) is subject to a Fundamental Change Repurchase Notice validly delivered, and not withdrawn, pursuant to Section 4.02(F) , except to the extent that any portion of such Note is not subject to such notice or the Company fails to pay the applicable Fundamental Change Repurchase Price when due; or (iii) has been selected for Redemption pursuant to a Redemption Notice, except to the extent that any portion of such Note is not subject to Redemption or the Company fails to pay the applicable Redemption Price when due.

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S ection  2.11.                          EXCHANGE AND CANCELLATION OF NOTES TO BE CONVERTED, REDEEMED OR REPURCHASED.

(A)                                Partial Conversions, Redemptions and Repurchases of Physical Notes .  If only a portion of a Physical Note of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, as soon as reasonably practicable after such Physical Note is surrendered for such conversion, Redemption or repurchase, the Company will cause such Physical Note to be exchanged, pursuant and subject to Section 2.10(C) , for (i) one or more Physical Notes that are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Physical Note that is not to be so converted, redeemed or repurchased, as applicable, and deliver such Physical Note(s) to such Holder; and (ii) a Physical Note having a principal amount equal to the principal amount to be so converted, redeemed or repurchased, as applicable, which Physical Note will be converted, redeemed or repurchased, as applicable, pursuant to the terms of this Indenture; provided , however , that the Physical Note referred to in this clause (ii) need not be issued at any time after which such principal amount subject to such conversion, Redemption or repurchase, as applicable, is deemed to cease to be outstanding pursuant to Section 2.18 .

(B)                                Cancellation of Converted, Redeemed and Repurchased Notes .

(i)                                      Physical Notes .  If a Physical Note (or any portion thereof that has not theretofore been exchanged pursuant to Section 2.11(A) ) of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, promptly after the later of the time such Physical Note (or such portion) is deemed to cease to be outstanding pursuant to Section 2.18 and the time such Physical Note is surrendered for such conversion or repurchase, as applicable, (1) such Physical Note will be cancelled pursuant to Section 2.15 ; and (2) in the case of a partial conversion, Redemption or repurchase, the Company will issue, execute and deliver to such Holder, and the Trustee will authenticate, in each case in accordance with Section 2.02 , one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Physical Note that is not to be so converted, redeemed or repurchased; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 2.09 .

(ii)                                   Global Notes .  If a Global Note (or any portion thereof) is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, promptly after the time such Note (or such portion) is deemed to cease to be outstanding pursuant to Section 2.18 , the Trustee will reflect a decrease of the principal amount of such Global Note in an amount equal to the principal amount of such Global Note to be so converted, redeemed or repurchased, as applicable, by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if the principal amount of such Global Note is zero following such notation, cancel such Global Note pursuant to Section 2.15 ).

S ection  2.12.                          REMOVAL OF TRANSFER RESTRICTIONS.

Without limiting the generality of any other provision of this Indenture (including Section

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3.04 ), the Restricted Note Legend affixed to any Note will be deemed, pursuant to this Section 2.12 and the footnote to such Restricted Note Legend, to be removed therefrom upon the Company’s delivery to the Trustee of notice, signed on behalf of the Company by one (1) of its Officers, to such effect, and the Trustee may conclusively rely on such notice with respect thereto (and, for the avoidance of doubt, such notice need not be accompanied by an Officer’s Certificate or an Opinion of Counsel in order to be effective to cause such Restricted Note Legend to be deemed to be removed from such Note).  If such Note bears a “restricted” CUSIP or ISIN number at the time of such delivery, then, upon such delivery, such Note will be deemed, pursuant to this Section 2.12 and the footnotes to the CUSIP and ISIN numbers set forth on the face of the certificate representing such Note, to thereafter bear the “unrestricted” CUSIP and ISIN numbers identified in such footnotes; provided , however , that if such Note is a Global Note and the Depositary thereof requires a mandatory exchange or other procedure to cause such Global Note to be identified by “unrestricted” CUSIP and ISIN numbers in the facilities of such Depositary, then (i) the Company will effect such exchange or procedure as soon as reasonably practicable; and (ii) for purposes of Section 3.04 and the definition of Freely Tradable, such Global Note will not be deemed to be identified by “unrestricted” CUSIP and ISIN numbers until such time as such exchange or procedure is effected.

S ection  2.13.                          REPLACEMENT NOTES.

If a Holder of any Note claims that such Note has been mutilated, lost, destroyed or wrongfully taken, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02 , a replacement Note upon surrender to the Trustee of such mutilated Note, or upon delivery to the Trustee and the Company of evidence of such loss, destruction or wrongful taking reasonably satisfactory to the Trustee and the Company.  In the case of a lost, destroyed or wrongfully taken Note, the Holder thereof will be required to provide such security or indemnity that is satisfactory to each of the Company and the Trustee to protect the Company and the Trustee from any loss that any of them may suffer if such Note is replaced.

Every replacement Note issued pursuant to this Section 2.13 will be an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and ratably with all other Notes issued under this Indenture.

S ection  2.14.                          REGISTERED HOLDERS; CERTAIN RIGHTS WITH RESPECT TO GLOBAL NOTES.

Only the Holder of a Note will have rights under this Indenture as the owner of such Note.  Without limiting the generality of the foregoing, Depositary Participants will have no rights as such under this Indenture with respect to any Global Note held on their behalf by the Depositary or its nominee, or by the Trustee as its custodian, and the Company, the Guarantors, the Trustee and the Note Agents, and their respective agents, may treat the Depositary as the absolute owner of such Global Note for all purposes whatsoever; provided , however , that (A) the Holder of any Global Note may grant proxies and otherwise authorize any Person, including Depositary Participants and Persons that hold interests in Notes through Depositary Participants, to take any action that such Holder is entitled to take with respect to such Global Note under this Indenture or the Notes; and (B) the Company and the Trustee, and their respective agents, may give effect to any written certification, proxy or other authorization furnished by the Depositary.

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S ection  2.15.                          CANCELLATION.

Without limiting the generality of Section 3.08 , the Company may at any time deliver Notes to the Trustee for cancellation.  The Registrar, the Paying Agent and the Conversion Agent will forward to the Trustee each Note duly surrendered to them for transfer, exchange, payment or conversion.  The Trustee will promptly cancel all Notes so surrendered to it in accordance with its customary procedures.  Without limiting the generality of Section 2.03(B) , the Company may not originally issue new Notes to replace Notes that it has paid or that have been cancelled upon transfer, exchange, payment or conversion.

S ection  2.16.                          NOTES HELD BY THE COMPANY OR ITS AFFILIATES.

Without limiting the generality of Section 3.08 , in determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any of its Affiliates will be deemed not to be outstanding; provided , however , that, for purposes of determining whether the Trustee is protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded.

S ection  2.17.                          TEMPORARY NOTES.

Until definitive Notes are ready for delivery, the Company may issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02 , temporary Notes.  Temporary Notes will be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes.  The Company will promptly prepare, issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02 , definitive Notes in exchange for temporary Notes.  Until so exchanged, each temporary Note will in all respects be entitled to the same benefits under this Indenture as definitive Notes.

S ection  2.18.                          OUTSTANDING NOTES.

(A)                                Generally .  The Notes that are outstanding at any time will be deemed to be those Notes that, at such time, have been duly executed and authenticated, excluding those Notes (or portions thereof) that have theretofore been (i) cancelled by the Trustee or delivered to the Trustee for cancellation in accordance with Section 2.15 ; (ii) assigned a principal amount of zero by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of any a Global Note representing such Note; (iii) paid in full in accordance with this Indenture; or (iv) deemed to cease to be outstanding to the extent provided in, and subject to, clause (B) , (C)  or (D)  of this Section 2.18 .

(B)                                Replaced Notes .  If a Note is replaced pursuant to Section 2.13 , then such Note will cease to be outstanding at the time of its replacement, unless the Trustee and the Company receive proof reasonably satisfactory to them that such Note is held by a “ bona fide purchaser” under applicable law.

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(C)                                Maturing Notes and Notes Called for Redemption or Subject to Repurchase .  If, on a Redemption Date, a Fundamental Change Repurchase Date or the Maturity Date, the Paying Agent holds money sufficient to pay the aggregate Redemption Price, Fundamental Change Repurchase Price or principal amount, respectively, together, in each case, with the aggregate interest, in each case due on such date, then (unless there occurs a Default in the payment of any such amount) (i) the Notes (or portions thereof) to be redeemed or repurchased, or that mature, on such date will be deemed, as of such date, to cease to be outstanding, except to the extent provided in Sections 4.02(D) , 4.03(E)  or 5.02(D) ; and (ii) the rights of the Holders of such Notes (or such portions thereof), as such, will terminate with respect to such Notes (or such portions thereof), other than the right to receive the Redemption Price, Fundamental Change Repurchase Price or principal amount, as applicable, of, and accrued and unpaid interest on, such Notes (or such portions thereof), in each case as provided in this Indenture.

(D)                                Notes to Be Converted .  At the Close of Business on the Conversion Date for any Note (or any portion thereof) to be converted, such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant to Section 5.03(A)  or Section 5.02(D) , upon such conversion) be deemed to cease to be outstanding, except to the extent provided in Section 5.02(D) .

(E)                                 Cessation of Accrual of Interest .  Except as provided in Sections 4.02(D) , 4.03(E)  or 5.02(D) , interest will cease to accrue on each Note from, and including, the date that such Note is deemed, pursuant to this Section 2.18 , to cease to be outstanding, unless there occurs a default in the payment or delivery of any cash or other property due on such Note.

S ection  2.19.                          REPURCHASES BY THE COMPANY.

Without limiting the generality of Section 2.15 , the Company may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders.

S ection  2.20.                          CUSIP AND ISIN NUMBERS.

Subject to Section 2.12 , the Company may use one or more CUSIP or ISIN numbers to identify any of the Notes, and, if so, the Company and the Trustee will use such CUSIP or ISIN number(s) in notices to Holders; provided , however , that (i) the Trustee makes no representation as to the correctness or accuracy of any such CUSIP or ISIN number; and (ii) the effectiveness of any such notice will not be affected by any defect in, or omission of, any such CUSIP or ISIN number.  The Company will promptly notify the Trustee in writing of any change in the CUSIP or ISIN number(s) identifying any Notes.

Article 3.                                             COVENANTS

S ection  3.01.                          PAYMENT ON NOTES.

(A)                                Generally .  The Company will pay or cause to be paid all the principal of, the Fundamental Change Repurchase Price and Redemption Price for, interest on, and other amounts due with respect to, the Notes on the dates and in the manner set forth in this Indenture.

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(B)                                Deposit of Funds .  Before 12:00 P.M., New York City time, on each Redemption Date, Fundamental Change Repurchase Date or Interest Payment Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the Company will deposit, or will cause there to be deposited, with the Paying Agent cash, in funds immediately available on such date, sufficient to pay the cash amount due on the applicable Notes on such date.  The Paying Agent will return to the Company, as soon as practicable, any money not required for such purpose.

S ection  3.02.                          EXCHANGE ACT REPORTS.

(A)                                Generally .  The Company will send to the Trustee copies of all reports that the Company is required to file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act within fifteen (15) calendar days after the date that the Company is required to file or furnish the same (after giving effect to all applicable grace periods under the Exchange Act); provided , however , that the Company need not send to the Trustee any material for which the Company has received, or is seeking in good faith and has not been denied, confidential treatment by the SEC.  Any report that the Company files with or furnishes to the SEC through the EDGAR system (or any successor thereto) will be deemed to be sent to the Trustee at the time such report is so filed or furnished via the EDGAR system (or such successor).  Upon the request of any Holder, the Trustee will provide to such Holder a copy of any report that the Company has sent the Trustee pursuant to this Section 3.02(A) , other than a report that is deemed to be sent to the Trustee pursuant to the preceding sentence.

(B)                                Trustee’s Disclaimer .  The Trustee need not monitor or determine, on a continuing basis or otherwise, whether the Company has filed or furnished any material on any website or via the EDGAR system (or such successor).  The sending, filing or furnishing of reports to the Trustee pursuant to Section 3.02(A)  is for informational purposes only and the Trustee’s receipt of the foregoing will not be deemed to constitute actual or constructive knowledge or notice to the Trustee of any information contained, or determinable from information contained, therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

S ection  3.03.                          RULE 144A INFORMATION.

If the Company is not subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or shares of Common Stock issuable upon conversion of the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), then the Company (or its successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective purchaser of such Notes or shares, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares pursuant to Rule 144A.  The Company (or its successor) will take such further action as any Holder or beneficial owner of such Notes or shares may reasonably request to enable such Holder or beneficial owner to sell such Notes or shares pursuant to Rule 144A.

S ection  3.04.                          ADDITIONAL INTEREST.

(A)                                Accrual of Additional Interest .

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(i)                                      If, at any time during the six (6) month period beginning on, and including, the date that is six (6) months after the Last Original Issue Date of any Note,

(1)                                  the Company fails to timely file any report (other than Form 8-K reports) that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (after giving effect to all applicable grace periods thereunder); or

(2)                                  such Note is not otherwise Freely Tradable,

then Additional Interest will accrue on such Note for each day during such period on which such failure is continuing or such Note is not Freely Tradable.

(ii)                                   In addition, Additional Interest will accrue on a Note on each day on which such Note is not Freely Tradable on or after the tenth (10th) day after the Free Trade Date of such Note.

(B)                                Amount and Payment of Additional Interest .  Any Additional Interest that accrues on a Note pursuant to Section 3.04(A)  will be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal to one quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which Additional Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof.  For the avoidance of doubt, any Additional Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note and in addition to any Special Interest that accrues on such Note.

(C)                                Notice of Accrual of Additional Interest; Trustee’s Disclaimer .  The Company will send notice to the Holder of each Note, and to the Trustee, of the commencement and termination of any period in which Additional Interest accrues on such Note.  In addition, if Additional Interest accrues on any Note, then, no later than five (5) Business Days before each date on which such Additional Interest is to be paid, the Company will deliver an Officer’s Certificate to the Trustee and the Paying Agent stating (i) that the Company is obligated to pay Additional Interest on such Note on such date of payment; and (ii) the amount of such Additional Interest that is payable on such date of payment.  The Trustee will have no duty to determine whether any Additional Interest is payable or the amount thereof.

S ection  3.05.                          COMPLIANCE AND DEFAULT CERTIFICATES.

(A)                                Annual Compliance Certificate .  Within one hundred and twenty (120) days after December 31, 2019 and each fiscal year of the Company ending thereafter, the Company will deliver an Officer’s Certificate to the Trustee stating (i) that the signatory thereto has supervised a review of the activities of the Company and its Subsidiaries during such fiscal year with a view towards determining whether any Default or Event of Default has occurred; and (ii) whether, to such signatory’s knowledge, a Default or Event of Default has occurred or is continuing (and, if so, describing all such Defaults or Events of Default and what action the Company is taking or proposes to take with respect thereto).

(B)                                Default Certificate .  If a Default or Event of Default occurs, then the Company will

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promptly deliver an Officer’s Certificate (which Officer’s Certificate will not be required to include such statements included in Section 12.03) to the Trustee describing the same and what action the Company is taking or proposes to take with respect thereto.

S ection  3.06.                          STAY, EXTENSION AND USURY LAWS.

To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force) that may affect the covenants or the performance of this Indenture; and (B) expressly waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Trustee by this Indenture, but will suffer and permit the execution of every such power as though no such law has been enacted.

S ection  3.07.                          CORPORATE EXISTENCE.

Subject to Article 6 , the Company will do and cause to be done all actions necessary to preserve and keep in full force and effect its corporate existence in accordance with the organizational documents of the Company.

S ection  3.08.                          RESTRICTION ON ACQUISITION OF NOTES BY THE COMPANY AND ITS AFFILIATES.

The Company will promptly deliver to the Trustee for cancellation all Notes that the Company or any of its Subsidiaries have purchased or otherwise acquired.  The Company will use commercially reasonable efforts to prevent any of its Affiliates from acquiring any Note (or any beneficial interest therein).

S ection  3.09.                          INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

(A)                                The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “ incur ”) any Indebtedness, including Acquired Debt, other than Permitted Debt, and the Company will not issue any Disqualified Stock and will not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however , that the Company may incur Indebtedness or issue Disqualified Stock, and the Guarantors may incur Indebtedness or issue preferred stock, if (i) no Default or Event of Default has occurred and is continuing at the time of such incurrence or would occur as a consequence of such incurrence; and (ii) after giving pro forma effect to such incurrence and the receipt and application of the proceeds therefrom, the Consolidated Leverage would not exceed 4.00 to 1.00.

(B)                                The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however , that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company solely

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by virtue of being unsecured or by virtue of being secured on a junior priority basis.

(C)                                For purposes of determining compliance with this Section 3.09 , if an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt, or is entitled to be incurred pursuant to the proviso in Section 3.09(A) , then the Company will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 3.09 .  Indebtedness under Credit Facilities outstanding on the Issue Date and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date in reliance on the exception provided by clause (A)  of the definition of Permitted Debt.  For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be used, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred.  Notwithstanding anything to the contrary in this Section 3.09 , the maximum amount of Indebtedness that the Company or any Subsidiary may incur pursuant to this Section 3.09 will not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

(D)                                The amount of any Indebtedness outstanding as of any date will be:

(i)                                      the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(ii)                                   the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(iii)                                in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(1)                                  the Fair Market Value of such assets at the date of determination; and

(2)                                  the amount of the Indebtedness of the other Person.

S ection  3.10.                          LIENS.

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur or assume any Lien of any kind securing Indebtedness or trade payables on any asset now owned or hereafter acquired, except Permitted Liens.

S ection  3.11.                          FURTHER INSTRUMENTS AND ACTS.

At the Trustee’s request, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to more effectively carry out the purposes of this Indenture.

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Article 4.                                             REPURCHASE AND REDEMPTION

S ection  4.01.                          NO SINKING FUND.

No sinking fund is required to be provided for the Notes.

S ection  4.02.                          RIGHT OF HOLDERS TO REQUIRE THE COMPANY TO REPURCHASE NOTES UPON A FUNDAMENTAL CHANGE.

(A)                                Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change .  Subject to the other terms of this Section 4.02 , if a Fundamental Change occurs, then each Holder will have the right (the “ Fundamental Change Repurchase Right ”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

(B)                                Repurchase Prohibited in Certain Circumstances .  If the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Fundamental Change Repurchase Date for a Repurchase Upon Fundamental Change (including as a result of the payment of the related Fundamental Change Repurchase Price, and any related interest pursuant to the proviso to Section 4.02(D) , on such Fundamental Change Repurchase Date), then (i) the Company may not repurchase any Notes pursuant to this Section 4.02 ; and (ii) the Company will cause any Notes theretofore surrendered for such Repurchase upon Fundamental Change to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Notes in accordance with the Depositary Procedures).

(C)                                Fundamental Change Repurchase Date .  The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Company’s choosing that is no more than thirty five (35), nor less than twenty (20), Business Days after the date the Company sends the related Fundamental Change Notice pursuant to Section 4.02(E) .

(D)                                Fundamental Change Repurchase Price .  The Fundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change; provided , however , that if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Repurchase Upon Fundamental Change, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Fundamental Change Repurchase Date is before such Interest Payment Date); and (ii) the Fundamental Change Repurchase Price will not include accrued and unpaid interest on such Note to, but excluding, such Fundamental Change Repurchase Date.  For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section 2.05(C)  and such Fundamental Change

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Repurchase Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C) , on the next Business Day to Holders at of the Close of Business on the immediately preceding Regular Record Date; and (y) the Fundamental Change Repurchase Price will include interest on Notes to be repurchased from, and including, such Interest Payment Date.

(E)                                 Fundamental Change Notice .  On or before the twentieth (20th) calendar day after the occurrence of a Fundamental Change, the Company will (x) send to each Holder, the Trustee and the Paying Agent a notice of such Fundamental Change (a “ Fundamental Change Notice ”) and (y) substantially contemporaneously therewith, issue a press release through such national newswire service as the Company then uses containing the information set forth in the Fundamental Change Notice.

Such Fundamental Change Notice must state:

(i)                                      briefly, the events causing such Fundamental Change;

(ii)                                   the effective date of such Fundamental Change;

(iii)                                the procedures that a Holder must follow to require the Company to repurchase its Notes pursuant to this Section 4.02 , including the deadline for exercising the Fundamental Change Repurchase Right and the procedures for submitting and withdrawing a Fundamental Change Repurchase Notice;

(iv)                               the Fundamental Change Repurchase Date for such Fundamental Change;

(v)                                  the Fundamental Change Repurchase Price per $1,000 principal amount of Notes for such Fundamental Change (and, if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 4.02(D) );

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

(vii)                            the Conversion Rate in effect on the date of such Fundamental Change Notice and a description and quantification of any adjustments to the Conversion Rate that may result from such Fundamental Change (including pursuant to Section 5.07 );

(viii)                         that Notes for which a Fundamental Change Repurchase Notice has been duly tendered and not duly withdrawn must be delivered to the Paying Agent for the Holder thereof to be entitled to receive the Fundamental Change Repurchase Price;

(ix)                               that Notes (or any portion thereof) that are subject to a Fundamental Change Repurchase Notice that has been duly tendered may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with this Indenture; and

(x)                                  the CUSIP and ISIN numbers, if any, of the Notes.

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Neither the failure to deliver a Fundamental Change Notice nor any defect in a Fundamental Change Notice will limit the Fundamental Change Repurchase Right of any Holder or otherwise affect the validity of any proceedings relating to any Repurchase Upon Fundamental Change.  At the Company’s written request, the Trustee will give such Fundamental Change Notice in the Company’s name and at the Company’s expense; provided , however , that, in all cases, the text of such Fundamental Change Notice will be prepared by the Company and delivered to the Trustee at least three (3) Business Days before such Fundamental Change Notice is required to be sent to Holders pursuant to this Section 4.02(E)  (unless a shorter notice is agreed to by the Trustee), together with an Officer’s Certificate requesting that the Trustee give such Fundamental Change Notice.

(F)                                  Procedures to Exercise the Fundamental Change Repurchase Right .

(i)                                      Delivery of Fundamental Change Repurchase Notice and Notes to Be Repurchased .  To exercise its Fundamental Change Repurchase Right for a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:

(1)                                  before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date (or such later time as may be required by law), a duly completed, written Fundamental Change Repurchase Notice with respect to such Note; and

(2)                                  such Note, duly endorsed for transfer (if such Note is a Physical Note) or by book-entry transfer (if such Note is a Global Note).

The Paying Agent will promptly deliver to the Company a copy of each Fundamental Change Repurchase Notice that it receives.

(ii)                                   Contents of Fundamental Change Repurchase Notices .  Each Fundamental Change Repurchase Notice with respect to a Note must state:

(1)                                  if such Note is a Physical Note, the certificate number of such Note;

(2)                                  the principal amount of such Note to be repurchased, which must be an Authorized Denomination; and

(3)                                  that such Holder is exercising its Fundamental Change Repurchase Right with respect to such principal amount of such Note;

provided , however , that if such Note is a Global Note, then such Fundamental Change Repurchase Notice must comply with the Depositary Procedures (and any such Fundamental Change Repurchase Notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.02(F) ).

(iii)                                Withdrawal of Fundamental Change Repurchase Notice .  A Holder that has delivered a Fundamental Change Repurchase Notice with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business Day

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immediately before the related Fundamental Change Repurchase Date.  Such withdrawal notice must state:

(1)                                  if such Note is a Physical Note, the certificate number of such Note;

(2)                                  the principal amount of such Note to be withdrawn, which must be an Authorized Denomination; and

(3)                                  the principal amount of such Note, if any, that remains subject to such Fundamental Change Repurchase Notice, which must be an Authorized Denomination;

provided , however , that if such Note is a Global Note, then such withdrawal notice must comply with the Depositary Procedures (and any such withdrawal notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.02(F) ).

Upon receipt of any such withdrawal notice with respect to a Note (or any portion thereof), the Paying Agent will (x) promptly deliver a copy of such withdrawal notice to the Company; and (y) if such Note is surrendered to the Paying Agent, cause such Note (or such portion thereof in accordance with Section 2.11 , treating such Note as having been then surrendered for partial repurchase in the amount set forth in such withdrawal notice as remaining subject to repurchase) to be returned to the Holder thereof (or, if applicable with respect to any Global Note, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Note in accordance with the Depositary Procedures).

(G)                                Payment of the Fundamental Change Repurchase Price .  Without limiting the Company’s obligation to deposit the Fundamental Change Repurchase Price within the time proscribed by Section 3.01(B) , the Company will cause the Fundamental Change Repurchase Price for a Note (or portion thereof) to be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder thereof on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such Note is delivered to the Paying Agent (in the case of a Physical Note) or (y) the Depositary Procedures relating to the repurchase, and the delivery to the Paying Agent, of such Holder’s beneficial interest in such Note to be repurchased are complied with (in the case of a Global Note).  For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.02(D)  on any Note to be repurchased pursuant to a Repurchase Upon Fundamental Change must be paid pursuant to such proviso regardless of whether such Note is delivered or such Depositary Procedures are complied with pursuant to the first sentence of this Section 4.02(G) .

(H)                               Compliance with Applicable Securities Laws .  To the extent applicable, the Company will comply with all federal and state securities laws in connection with a Repurchase Upon Fundamental Change (including complying with Rules 13e-4 and 14e-1 under the Exchange Act and filing any required Schedule TO, to the extent applicable) so as to permit effecting such Repurchase Upon Fundamental Change in the manner set forth in this Indenture.

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(I)                                    Repurchase in Part .  Subject to the terms of this Section 4.02 , Notes may be repurchased pursuant to a Repurchase Upon Fundamental Change in part, but only in Authorized Denominations.  Provisions of this Section 4.02 applying to the repurchase of a Note in whole will equally apply to the repurchase of a permitted portion of a Note.

Section  4.03.                          RIGHT OF THE COMPANY TO REDEEM THE NOTES.

(A)                                No Right to Redeem Before March 15, 2022 .  The Company may not redeem the Notes at its option at any time before March 15, 2022.

(B)                                Right to Redeem the Notes on or After March 15, 2022 .  Subject to the terms of this Section 4.03 , the Company has the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, at any time and from time to time, on a Redemption Date on or after March 15, 2022, for a cash purchase price equal to the Redemption Price, but only if the Last Reported Sale Price per share of Common Stock exceeds one hundred and thirty percent (130%) of the Conversion Price on (i) each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately before the Redemption Notice Date for such Redemption; and (ii) the Trading Day immediately before such Redemption Notice Date. For the avoidance of doubt, the calling of any Notes for Redemption will constitute a Make-Whole Fundamental Change pursuant to clause (B)  of the definition thereof with respect to that Note (subject to Section 4.03(I) ).

(C)                                Redemption Prohibited in Certain Circumstances .  If the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Redemption Date (including as a result of the payment of the related Redemption Price, and any related interest pursuant to the proviso to Section 4.03(E) , on such Redemption Date), then (i) the Company may not call for Redemption or otherwise redeem any Notes pursuant to this Section 4.03 ; and (ii) the Company will cause any Notes theretofore surrendered for such Redemption to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interests in such Notes in accordance with the Depositary Procedures).

(D)                                Redemption Date .  The Redemption Date for any Redemption will be a Business Day of the Company’s choosing that is no more than sixty (60), nor less than thirty (30), calendar days after the Redemption Notice Date for such Redemption.

(E)                                 Redemption Price .  The Redemption Price for any Note called for Redemption is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption; provided , however , that if such Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Redemption, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Redemption Date is before such Interest Payment Date); and (ii) the Redemption Price will not include accrued and unpaid interest on such Note to, but excluding, such Redemption Date.  For the avoidance of doubt, if an Interest

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Payment Date is not a Business Day within the meaning of Section 2.05(C)  and such Redemption Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C) , on the next Business Day to Holders at of the Close of Business on the immediately preceding Regular Record Date; and (y) the Redemption Price will include interest on Notes to be redeemed from, and including, such Interest Payment Date.

(F)                                  Redemption Notice .  To call any Notes for Redemption, the Company must (x) send to each Holder of such Notes, the Trustee and the Paying Agent a written notice of such Redemption (a “ Redemption Notice ”) and (y) substantially contemporaneously therewith, issue a press release through such national newswire service as the Company then uses containing the information set forth in the Redemption Notice.

Such Redemption Notice must identify the Notes to be redeemed and will state:

(i)                                      that the Notes have been called for Redemption, briefly describing the Company’s Redemption right under this Indenture, including the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(ii)                                   the Redemption Date for such Redemption;

(iii)                                the Redemption Price per $1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 4.03(E) );

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

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

(vi)                               that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption will cease to accrue on and after the Redemption Date and the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Notes redeemed, in each case subject to Section 4.03(E) ;

(vii)                            that Notes called for Redemption may be converted at any time before the Close of Business on the Business Day immediately before the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full);

(viii)                         the Conversion Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of any adjustments to the Conversion Rate

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that may result from such Redemption (including pursuant to Section 5.07 ); and

(ix)                               the CUSIP and ISIN numbers, if any, of the Notes.

At the Company’s written request, the Trustee will give such Redemption Notice in the Company’s name and at the Company’s expense; provided , however , that the Company will have delivered to the Trustee, at least five (5) Business Days before such Redemption Notice is required to be sent to Holders pursuant to this Section 4.03(F)  (unless a shorter notice is agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such Redemption Notice and setting forth the information to be stated in such Redemption Notice as provided in this Section 4.03(F)

(G)                                Selection, Conversion and Transfer of Notes to be Redeemed in Part .  If less than all Notes then outstanding are called for Redemption, then:

(i)                                      the Notes to be redeemed will be selected by the Company as follows: (1) in the case of Global Notes, in accordance with the Depositary Procedures; and (2) in the case of Physical Notes, pro rata, by lot or by such other method the Company considers fair and appropriate; and

(ii)                                   if only a portion of a Note is subject to Redemption and such Note is converted in part, then the converted portion of such Note will be deemed to be from the portion of such Note that was subject to Redemption.

(H)                               Payment of the Redemption Price .  Without limiting the Company’s obligation to deposit the Redemption Price by the time proscribed by Section 3.01(B) , the Company will cause the Redemption Price for a Note (or portion thereof) subject to Redemption to be paid to the Holder thereof on or before the applicable Redemption Date.  For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.03(E)  on any Note (or portion thereof) subject to Redemption must be paid pursuant to such proviso.

(I)                                    Special Provisions for Partial Calls .  If the Company elects to redeem less than all of the outstanding Notes pursuant to this Section 4.03 , then the Redemption will not constitute a Make-Whole Fundamental Change with respect to the Notes not called for Redemption, and Holders of the Notes not called for Redemption will not be entitled to an increased Conversion Rate for such Notes pursuant to Section 5.07 ; provided, however, that if the Company’s elects to redeem less than all of the outstanding Notes pursuant to this Section 4.03 , and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, before the Close of Business on the tenth (10th) calendar day immediately before the Redemption Date for such Redemption, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the Close of Business on the second Business Day immediately before such Redemption Date, and each such conversion will be deemed to be of a Note called for Redemption for purposes of this Section 4.03 and Section 5.07 .

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Article 5.                                             CONVERSION

Section  5.01.                          RIGHT TO CONVERT.

(A)                                Generally.   Subject to the provisions of this Article 5 , each Holder may, at its option, convert such Holder’s Notes into Conversion Consideration.

(B)                                Conversions in Part .  Subject to the terms of this Indenture, Notes may be converted in part, but only in Authorized Denominations.  Provisions of this Article 5 applying to the conversion of a Note in whole will equally apply to conversions of a permitted portion of a Note.

(C)                                When Notes May Be Converted .

(i)                                      Generally .  A Holder may convert its Notes at any time until the Close of Business on the Scheduled Trading Day immediately before the Maturity Date.

(ii)                                   Limitations and Closed Periods .  Notwithstanding anything to the contrary in this Indenture or the Notes:

(1)                                  Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day;

(2)                                  in no event may any Note be converted after the Close of Business on the Scheduled Trading Day immediately before the Maturity Date; and

(3)                                  if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.02(F)  with respect to any Note, then such Note may not be converted, except to the extent (a) such Note is not subject to such notice; (b) such notice is withdrawn in accordance with Section 4.02(F) ; or (c) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Indenture.

Section  5.02.                          CONVERSION PROCEDURES.

(A)                                Generally .

(i)                                      Global Notes .  To convert a beneficial interest in a Global Note, the owner of such beneficial interest must (1) comply with the Depositary Procedures for converting such beneficial interest (at which time such conversion will become irrevocable); and (2) pay any amounts due pursuant to Section 5.02(D)  or Section 5.02(E) .

(ii)                                   Physical Notes .  To convert all or a portion of a Physical Note, the Holder of such Note must (1) complete, manually sign and deliver to the Conversion Agent the conversion notice attached to such Physical Note or a facsimile of such conversion notice; (2) deliver such Physical Note to the Conversion Agent (at which time such conversion will become irrevocable); (3) furnish any endorsements and transfer documents that the Company or the Conversion Agent may require; and (4) pay any amounts due pursuant to Section 5.02(D)  or Section 5.02(E) .

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(B)                                Effect of Converting a Note .  At the Close of Business on the Conversion Date for a Note (or any portion thereof), such Note (or such portion thereof) will be deemed to cease to be outstanding (and, for the avoidance of doubt, no Person will be deemed to be a Holder of such Note (or such portion thereof) as of the Close of Business on such Conversion Date), except to the extent provided in Section 5.02(D) .

(C)                                Holder of Record of Conversion Shares .  The Person in whose name any share of Common Stock is issuable upon conversion of any Note will be deemed to become the holder of record of such share as of the Close of Business on the Conversion Date for such conversion.

(D)                                Interest Payable upon Conversion in Certain Circumstances .  If the Conversion Date of a Note is after a Regular Record Date and before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such conversion (and, for the avoidance of doubt, notwithstanding anything set forth in the proviso to this sentence), to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date); and (ii) the Holder surrendering such Note for conversion must deliver to the Conversion Agent, at the time of such surrender, an amount of cash equal to the amount of such interest referred to in clause (i) above; provided , however , that the Holder surrendering such Note for conversion need not deliver such cash (v) if the Company has specified a Redemption Date that is after such Regular Record Date and on or before the second Business Day immediately after such Interest Payment Date; (w) if such Conversion Date occurs after the Regular Record Date immediately before the Maturity Date; (x) if the Company has specified a Fundamental Change Repurchase Date that is after such Regular Record Date and on or before the Business Day immediately after such Interest Payment Date; or (y) to the extent of any overdue interest or interest that has accrued on any overdue interest.  For the avoidance of doubt, as a result of, and without limiting the generality of, the foregoing, if a Note is converted with a Conversion Date that is after the Regular Record Date immediately before the Maturity Date, then the Company will pay, as provided above, the interest that would have accrued on such Note to, but excluding, the Maturity Date.  For the avoidance of doubt, if the Conversion Date of a Note to be converted is on an Interest Payment Date, then the Holder of such Note at the Close of Business on the Regular Record Date immediately before such Interest Payment Date will be entitled to receive, on such Interest Payment Date, the unpaid interest that has accrued on such Note to, but excluding, such Interest Payment Date, and such Note, when surrendered for conversion, need not be accompanied by any cash amount pursuant to the first sentence of this Section 5.02(D) .

(E)                                 Taxes and Duties.   If a Holder converts a Note, the Company will pay any documentary, stamp or similar issue or transfer tax or duty due on the issue of any shares of Common Stock upon such conversion; provided , however , that if any tax or duty is due because such Holder requested such shares to be registered in a name other than such Holder’s name, then such Holder will pay such tax or duty and, until having received a sum sufficient to pay such tax or duty, the Conversion Agent, at the direction of the Company, may refuse to deliver any such shares to be issued in a name other than that of such Holder.

(F)                                  Conversion Agent to Notify Company of Conversions .  If any Note is submitted for

48

conversion to the Conversion Agent or the Conversion Agent receives any notice of conversion with respect to a Note, then the Conversion Agent will as promptly as practicable notify the Company and the Trustee of such occurrence, together with any other information reasonably requested by the Company, and will cooperate with the Company to determine the Conversion Date for such Note.

Section  5.03.                          SETTLEMENT UPON CONVERSION.

(A)                                Conversion Consideration .

(i)                                      Generally .  Subject to Section 5.03(A)(ii)  and Section 5.03(A)(iii) , the type and amount of consideration (the “ Conversion Consideration ”) due in respect of each $1,000 principal amount of a Note to be converted will be a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion.

(ii)                                   Cash in Lieu of Fractional Shares .  If the number of shares of Common Stock deliverable pursuant to Section 5.03(A)(i)  upon conversion of any Note is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) the Last Reported Sale Price per share of Common Stock on the Conversion Date for such conversion (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day).

(iii)                                Conversion of Multiple Notes by a Single Holder.   If a Holder converts more than one (1) Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will (in the case of any Global Note, to the extent permitted by, and practicable under, the Depositary Procedures) be computed based on the total principal amount of Notes converted on such Conversion Date by such Holder.

(B)                                Delivery of the Conversion Consideration .  Except as set forth in Sections 5.05(A)  and 5.05(C) , the Company will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Holder on or before the second (2nd) Business Day immediately after the Conversion Date for such conversion.

(C)                                Deemed Payment of Principal and Interest; Settlement of Accrued Interest Notwithstanding Conversion .  If a Holder converts a Note, then the Company will not adjust the Conversion Rate to account for any accrued and unpaid interest on such Note, and, except as provided in Section 5.02(D) , the Company’s delivery of the Conversion Consideration due in respect of such conversion will be deemed to fully satisfy and discharge the Company’s obligation to pay the principal of, and accrued and unpaid interest, if any, on, such Note to, but excluding the Conversion Date.  As a result, except as provided in Section 5.02(D) , any accrued and unpaid interest on a converted Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited.

Section  5.04.                          RESERVE AND STATUS OF COMMON STOCK ISSUED UPON CONVERSION.

(A)                                Stock Reserve .  At all times when any Notes are outstanding, the Company will

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reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 5.07 .

(B)                                Status of Conversion Shares; Listing .  Each Conversion Share delivered upon conversion of any Note will be a newly issued or treasury share and will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Holder of such Note or the Person to whom such Conversion Share will be delivered).  If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Company will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.

Section  5.05.                          ADJUSTMENTS TO THE CONVERSION RATE.

(A)                                Events Requiring an Adjustment to the Conversion Rate .  The Conversion Rate will be adjusted from time to time as follows:

(i)                                      Stock Dividends, Splits and Combinations .  If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5.10 will apply), then the Conversion Rate will be adjusted based on the following formula:

where:

CR 0                        =                                             the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable;

CR 1                        =                                             the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable;

OS 0                         =                                             the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and

OS 1                         =                                             the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination.

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If any dividend, distribution, stock split or stock combination of the type described in this Section 5.05(A)(i)  is declared or announced, but not so paid or made, then the Conversion Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such stock split or stock combination, to the Conversion Rate that would then be in effect had such dividend, distribution, stock split or stock combination not been declared or announced.

(ii)                                   Rights, Options and Warrants .  If the Company distributes, to all or substantially all holders of Common Stock, rights, options or warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which the provisions set forth in Sections 5.05(A)(iii)(1)  and 5.05(E)  will apply) entitling such holders, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced, then the Conversion Rate will be increased based on the following formula:

where:

CR 0                        =                                             the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;

CR 1                        =                                             the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

OS                              =                                             the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date;

X                                      =                                             the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y                                       =                                             a number of shares of Common Stock obtained by dividing (x) the aggregate price payable to exercise such rights, options or warrants by (y) the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced.

To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants (including as a result of such rights, options or warrants not being exercised), the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the increase to the Conversion Rate for such distribution been made

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on the basis of delivery of only the number of shares of Common Stock actually delivered upon exercise of such rights, option or warrants.  To the extent such rights, options or warrants are not so distributed, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the Ex-Dividend Date for the distribution of such rights, options or warrants not occurred.

For purposes of this Section 5.05(A)(ii) , in determining whether any rights, options or warrants entitle holders of Common Stock to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date the distribution of such rights, options or warrants is announced, and in determining the aggregate price payable to exercise such rights, options or warrants, there will be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration, if not cash, to be determined by the Board of Directors.

(iii)                                Spin-Offs and Other Distributed Property .

(1)                                  Distributions Other than Spin-Offs .  If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding:

(v)                                  dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required pursuant to Section 5.05(A)(i)  or 5.05(A)(ii) ;

(w)                                dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required pursuant to Section 5.05(A)(iv) ;

(x)                                  rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5.05(E) ;

(y)                                  Spin-Offs for which an adjustment to the Conversion Rate is required pursuant to Section 5.05(A)(iii)(2) ; and

(z)                                   a distribution solely pursuant to a Common Stock Change Event, as to which Section 5.10 will apply,

then the Conversion Rate will be increased based on the following formula:

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where:

CR 0                        =                                             the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;

CR 1                        =                                             the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

SP                               =                                             the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and

FMV                   =                                             the fair market value (as determined by the Board of Directors), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution;

provided , however , that if FMV is equal to or greater than SP , then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution, at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Holder would have received if such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such record date.

To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

(2)                                  Spin-Offs .  If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 5.10 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “ Spin-Off ”), then the Conversion Rate will be increased based on the following formula:

where:

CR 0                        =                                             the Conversion Rate in effect immediately before the Open of

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Business on the Ex-Dividend Date for such Spin-Off;

CR 1                        =                                             the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

FMV                   =                                             the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “ Spin-Off Valuation Period ”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and

SP                               =                                             the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period.

The adjustment to the Conversion Rate pursuant to this Section 5.05(A)(iii)(2)  will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect.  If a Note is converted and the Conversion Date occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Indenture or the Notes, the Company will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last day of the Spin-Off Valuation Period.

To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2)  is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

(iv)                               Cash Dividends or Distributions .  If any cash dividend or distribution is made to all or substantially all holders of Common Stock, then the Conversion Rate will be increased based on the following formula:

where:

CR 0                        =                                             the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution;

54

CR 1                        =                                             the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

SP                               =                                             the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; and

D                                     =                                             the cash amount distributed per share of Common Stock in such dividend or distribution;

provided , however , that if D is equal to or greater than SP , then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would have received if such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such record date.

To the extent such dividend or distribution is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

(v)                                  Tender Offers or Exchange Offers .  If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for shares of Common Stock, and the value (determined as of the Expiration Time by the Board of Directors) of the cash and other consideration paid per share of Common Stock in such tender or exchange offer exceeds the Last Reported Sale Price per share of Common Stock on the Trading Day immediately after the last date (the “ Expiration Date ”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Conversion Rate will be increased based on the following formula:

where:

CR 0                        =                                             the Conversion Rate in effect immediately before the time (the “ Expiration Time ”) such tender or exchange offer expires;

CR 1                        =                                             the Conversion Rate in effect immediately after the Expiration Time;

AC                             =                                             the aggregate value (determined as of the Expiration Time by the Board of Directors) of all cash and other consideration paid for shares of Common Stock purchased in such tender or exchange offer;

OS 0                         =                                             the number of shares of Common Stock outstanding immediately before the

55

Expiration Time (before giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

OS 1                         =                                             the number of shares of Common Stock outstanding immediately after the Expiration Time (excluding all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP                               =                                             the average of the Last Reported Sale Prices per share of Common Stock over the ten (10) consecutive Trading Day period (the “ Tender/Exchange Offer Valuation Period ”) beginning on, and including, the Trading Day immediately after the Expiration Date;

provided , however , that the Conversion Rate will in no event be adjusted down pursuant to this Section 5.05(A)(v) , except to the extent provided in the immediately following paragraph.  The adjustment to the Conversion Rate pursuant to this Section 5.05(A)(v)  will be calculated as of the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period but will be given effect immediately after the Expiration Time, with retroactive effect.  If a Note is converted and the Conversion Date occurs on the Expiration Date or during the Tender/Exchange Offer Valuation Period, then, notwithstanding anything to the contrary in this Indenture or the Notes, the Company will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last day of the Tender/Exchange Offer Valuation Period.

To the extent such tender or exchange offer is announced but not consummated (including as a result of the Company being precluded from consummating such tender or exchange offer under applicable law), or any purchases or exchanges of shares of Common Stock in such tender or exchange offer are rescinded, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the purchases or exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such tender or exchange offer.

(B)                                No Adjustments in Certain Cases .

(i)                                      Where Holders Participate in the Transaction or Event Without Conversion .  Notwithstanding anything to the contrary in Section 5.05(A) , the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise requiring an adjustment pursuant to Section 5.05(A)  (other than a stock split or combination of the type set forth in Section 5.05(A)(i)  or a tender or exchange offer of the type set forth in Section 5.05(A)(v) ) if each Holder participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder of Notes, in such transaction or event without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the related record date; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date.

(ii)                                   Certain Events .  The Company will not be required to adjust the Conversion

56

Rate except as provided in Section 5.05 or Section 5.07 .  Without limiting the foregoing, the Company will not be obligated to adjust the Conversion Rate on account of:

(1)                                  except as otherwise provided in Section 5.05 , the sale of shares of Common Stock for a purchase price that is less than the market price per share of Common Stock or less than the Conversion Price;

(2)                                  the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any such plan;

(3)                                  the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its Subsidiaries;

(4)                                  the issuance of any shares of Common Stock pursuant to any option, warrant, right or convertible or exchangeable security of the Company outstanding as of the Issue Date;

(5)                                  a third party tender or exchange offer by any party, other than a tender or exchange offer described in Section 5.05(A)(v) ;

(6)                                  the repurchase of any shares of the Common Stock pursuant to an open-market share repurchase program or other buy-back transaction (including through any structured or derivative transactions, such as accelerated share repurchase derivatives or other similar forward derivatives), in each case that is not a tender offer or exchange offer of the nature described in Section 5.05(A)(v) ;

(7)                                  solely a change in the par value of the Common Stock; or

(8)                                  accrued and unpaid interest on the Notes.

(C)                                Adjustments Not Yet Effective.   Notwithstanding anything to the contrary in this Indenture or the Notes, if:

(i)                                      a Note is to be converted;

(ii)                                   the record date, effective date or Expiration Time for any event that requires an adjustment to the Conversion Rate pursuant to Section 5.05(A)  has occurred on or before the Conversion Date for such conversion, but an adjustment to the Conversion Rate for such event has not yet become effective as of such Conversion Date;

(iii)                                the Conversion Consideration due upon such conversion includes any whole shares of Common Stock; and

(iv)                               such shares are not entitled to participate in such event (because they were

57

not held on the related record date or otherwise),

then, solely for purposes of such conversion, the Company will, without duplication, give effect to such adjustment on such Conversion Date.  In such case, if the date on which the Company is otherwise required to deliver the consideration due upon such conversion is before the first date on which the amount of such adjustment can be determined, then the Company will delay the settlement of such conversion until the second (2nd) Business Day after such first date.

(D)                                Conversion Rate Adjustments where Converting Holders Participate in the Relevant Transaction or Event.   Notwithstanding anything to the contrary in this Indenture or the Notes, if:

(i)                                      a Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to Section 5.05(A) ;

(ii)                                   a Note is to be converted;

(iii)                                the Conversion Date for such conversion occurs on or after such Ex-Dividend Date and on or before the related record date;

(iv)                               the Conversion Consideration due upon such conversion includes any whole shares of Common Stock based on a Conversion Rate that is adjusted for such dividend or distribution; and

(v)                                  such shares would be entitled to participate in such dividend or distribution (including pursuant to Section 5.02(C) ),

then (x) such Conversion Rate adjustment will not be given effect for such conversion; and (y) the shares of Common Stock issuable upon such conversion based on such unadjusted Conversion Rate will be entitled to participate in such dividend or distribution.

(E)                                 Stockholder Rights Plans .  If any shares of Common Stock are to be issued upon conversion of any Note and, at the time of such conversion, the Company has in effect any stockholder rights plan, then the Holder of such Note will be entitled to receive, in addition to, and concurrently with the delivery of, the Conversion Consideration otherwise payable under this Indenture upon such conversion, the rights set forth in such stockholder rights plan, unless such rights have separated from the Common Stock at such time, in which case, and only in such case, the Conversion Rate will be adjusted pursuant to Section 5.05(A)(iii)(1)  on account of such separation as if, at the time of such separation, the Company had made a distribution of the type referred to in such Section to all holders of the Common Stock, subject to readjustment in accordance with such Section if such rights expire, terminate or are redeemed.

(F)                                  Limitation on Effecting Transactions Resulting in Certain Adjustments .  The Company will not engage in or be a party to any transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A)  or Section 5.07 to an amount that would result in the Conversion Price per share of Common Stock being less than the par value per share of Common Stock.

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(G)                                Equitable Adjustments to Prices .  Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment to the Conversion Rate), the Company will make proportionate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A)(i)  that becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period.

(H)                               Calculation of Number of Outstanding Shares of Common Stock .  For purposes of Section 5.05(A) , the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

(I)                                    Calculations .  All calculations with respect to the Conversion Rate and adjustments thereto will be made to the nearest 1/10,000th of a share of Common Stock (with 5/100,000ths rounded upward).

(J)                                    Notice of Conversion Rate Adjustments .  Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A) , the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.   In the absence of such notice, the Trustee and the Conversion Agent may assume without inquiry that the Conversion Rate has not been adjusted and that the last Conversion Rate of which it has knowledge remains in effect.

Section  5.06.                          VOLUNTARY ADJUSTMENTS.

(A)                                Generally .  To the extent permitted by law and applicable stock exchange rules, the Company, from time to time, may (but is not required to) increase the Conversion Rate by any amount if (i) the Board of Directors determines that such increase is either (x) in the best interest of the Company; or (y) advisable to avoid or diminish any income tax imposed on holders of Common Stock or rights to purchase Common Stock as a result of any dividend or distribution of shares (or rights to acquire shares) of Common Stock or any similar event; (ii) such increase is in effect for a period of at least twenty (20) Business Days; and (iii) such increase is irrevocable during such period.

(B)                                Notice of Voluntary Increases .  If the Board of Directors determines to increase the Conversion Rate pursuant to this Section 5.06 , then, at least five (5) Business Days before such increase, the Company will send notice to each Holder, the Trustee and the Conversion Agent of such increase, the amount thereof and the period during which such increase will be in effect.  In the absence of such notice, the Trustee and the Conversion Agent may assume without inquiry that the Conversion Rate has not been adjusted and that the last Conversion Rate of which it has knowledge remains in effect.

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Section  5.07.                          ADJUSTMENTS TO THE CONVERSION RATE IN CONNECTION WITH A MAKE-WHOLE FUNDAMENTAL CHANGE.

(A)                                Generally .  If a Make-Whole Fundamental Change occurs and the Conversion Date for the conversion of a Note occurs during the related Make-Whole Fundamental Change Conversion Period, then, subject to this Section 5.07 , the Conversion Rate applicable to such conversion will be increased by a number of shares (the “ Additional Shares ”) set forth in the table below corresponding (after interpolation as provided in, and subject to, the provisions below) to the Make-Whole Fundamental Change Effective Date and the Stock Price of such Make-Whole Fundamental Change:

If such Make-Whole Fundamental Change Effective Date or Stock Price is not set forth in the table above, then:

(i)                                      if such Stock Price is between two Stock Prices in the table above or the Make-Whole Fundamental Change Effective Date is between two dates in the table above, then the number of Additional Shares will be determined by a straight-line interpolation between the numbers of Additional Shares set forth for the higher and lower Stock Prices in the table and the earlier and later dates in the table above, as applicable, based on a 365- or 366-day year, as applicable; and

(ii)                                   if the Stock Price is greater than $50.00 (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above are adjusted pursuant to Section 5.07(B) ), or less than $13.50 (subject to adjustment in the same manner) (such immediately preceding number, as so adjusted, the “ Reference Price ”), per share, then no Additional Shares will be added to the Conversion Rate.

Notwithstanding anything to the contrary in this Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds 74.0740 shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at the same time and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A) .

For the avoidance of doubt, but subject to Section 4.03(I) , (x) the sending of a Redemption Notice will constitute a Make-Whole Fundamental Change only with respect to the Notes called for Redemption pursuant to such Redemption Notice, and not with respect to any other Notes; and (y) the Conversion Rate applicable to the Notes not so called for Redemption will not be subject to increase pursuant to this Section 5.07 on account of such Redemption Notice.

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(B)                                Adjustment of Stock Prices and Additional Shares .  The Stock Prices in the first row ( i.e. , the column headers) of the table set forth in Section 5.07(A)  will be adjusted in the same manner as, and at the same time and for the same events for which, the Conversion Price is adjusted as a result of the operation of Section 5.05(A) .  The numbers of Additional Shares in the table set forth in Section 5.07(A)  will be adjusted in the same manner as, and at the same time and for the same events for which, the Conversion Rate is adjusted pursuant to Section 5.07(A) .

(C)                                Notice of the Occurrence of a Make-Whole Fundamental Change .  If a Make-Whole Fundamental Change occurs pursuant to clause (i) of the definition thereof, then, promptly and in no event later than the Business Day immediately after the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change, the Company will notify the Holders of the occurrence of such Make-Whole Fundamental Change and of such Make-Whole Fundamental Change Effective Date, briefly stating the circumstances under which the Conversion Rate will be increased pursuant to this Section 5.07 in connection with such Make-Whole Fundamental Change.  The Company will provide notice of a Make-Whole Fundamental Change that occurs pursuant to clause (ii) of the definition thereof in the manner described in Section 4.03 .

(D)                                Settlement of Cash Make-Whole Fundamental Changes .  For the avoidance of doubt, if holders of Common Stock receive solely cash in a Make-Whole Fundamental Change, then, pursuant to Section 5.10 , conversions of Notes will thereafter be settled no later than the second (2nd) Business Day after the relevant Conversion Date.

Section  5.08.                          INCREASE IN CONVERSION RATE FOR CONVERSIONS OUTSIDE A MAKE-WHOLE FUNDAMENTAL CHANGE CONVERSION PERIOD.

If a Note is to be converted and the relevant Conversion Date is before March 15, 2022 and does not occur during the Make-Whole Fundamental Change Conversion Period for any Make-Whole Fundamental Change, then, notwithstanding anything to the contrary in this Indenture or the Notes, the Conversion Rate applicable to such conversion will be subject to increase pursuant to Section 5.07 in the same manner as if:

(A)                                a Make-Whole Fundamental Change had occurred whose Make-Whole Fundamental Change Effective Date corresponds to such Conversion Date;

(B)                                the Stock Price for such Make-Whole Fundamental Change is the greater of (i) the Reference Price; and (ii) the average of the Last Reported Sale Prices per share of Common Stock for the five (5) consecutive Trading Days ending on, and including, the Trading Day immediately before such Conversion Date; and

(C)                                such Conversion Date is deemed to have occurred during the Make-Whole Fundamental Change Conversion period for such Make-Whole Fundamental Change.

For the avoidance of doubt, if such Conversion Date occurs during the Make-Whole Fundamental Change Conversion Period for any other Make-Whole Fundamental Change, then the provisions described in the preceding sentence will not apply to such conversion, and such conversion will be subject to only one potential increase to the Conversion Rate on account of such

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Make-Whole Fundamental Change pursuant to Section 5.07 .

Notwithstanding anything to the contrary, in no event will the Conversion Rate be increased pursuant to this Section 5.08 to an amount that exceeds 67.3400 shares of Common Stock per $1,000 principal amount of Notes (such amount, subject to adjustment pursuant to the immediately following sentence, the “ Premium Limited Maximum Conversion Rate ”) in respect of any Note to be converted and whose Conversion Date occurs before the date that is one (1) year after the Last Original Issue Date of such Note.  The Premium Limited Maximum Conversion Rate is subject to adjustment in the same manner as, and at the same time, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A)(i) .  For the avoidance of doubt, the limitations set forth in this paragraph will not apply if the relevant Conversion Date occurs on or after the date that is one (1) year after the Last Original Issue Date of the Notes being converted.

Section  5.09.                          RESTRICTION ON CONVERSIONS.

Notwithstanding anything to the contrary in this Indenture or the Notes, no shares of Common Stock will be issued upon conversion of any Note, no Note will be convertible by the Holder thereof, and the Company will not affect any conversion of any Note, in each case to the extent, and only to the extent, that such issuance, convertibility or conversion would result in such Holder or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) beneficially owning in excess of nine and one half percent (9.5%) of the then-outstanding shares of Common Stock.  For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act.  For the avoidance of doubt, the limitations on the convertibility of any Note pursuant to this Section 5.09 will not, in themselves, cause such Note to cease to be outstanding (and interest will continue to accrue on any portion of a Note that has been tendered for conversion and whose convertibility is suspended pursuant to this Section 5.09 ), and such limitations will cease to apply if and when such Note’s convertibility and conversion will not violate this Section 5.09 .  If the delivery of shares of Common Stock owed to a Holder upon conversion of any Notes is not made, in whole or in part, as a result of this Section 5.09 , then the Company’s obligation to make such delivery will not be extinguished, and the Company will deliver such shares (or a lesser number of shares specified by such Holder) as promptly as practicable after such Holder gives the Company notice that such delivery would not result in such Holder, or a “person” or “group” that includes such Holder, beneficially owning in excess of nine and one half percent (9.5%) of the then-outstanding shares of Common Stock.

Section  5.10.                          EFFECT OF COMMON STOCK CHANGE EVENT.

(A)                                Generally .  If there occurs any:

(i)                                      recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities);

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(ii)                                   consolidation, merger, combination or binding or statutory share exchange involving the Company;

(iii)                                sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or

(iv)                               other similar event,

and, as a result of which, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “ Common Stock Change Event ,” and such other securities, cash or property, the “ Reference Property ,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “ Reference Property Unit ”), then, notwithstanding anything to the contrary in this Indenture or the Notes,

(1)                                  from and after the effective time of such Common Stock Change Event, (I) the Conversion Consideration due upon conversion of any Note will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units; (II) for purposes of Section 4.03 , each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units; and (III) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the terms “Common Stock” and “common equity” will be deemed to mean the common equity, if any, forming part of such Reference Property; and

(2)                                  for these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof).

If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock.  The Company will notify Holders of such weighted average as soon as practicable after such determination is made.

At or before the effective time of such Common Stock Change Event, the Company and the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “ Successor Person ”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F) , which supplemental indenture will (x) provide for subsequent conversions of Notes in the manner set forth in this Section 5.10 ; (y) provide for subsequent adjustments to the Conversion Rate pursuant to Section 5.07(A)  in a manner consistent with this

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Section 5.10 ; and (z) contain such other provisions as the Company reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this Section 5.10(A) .  If the Reference Property includes shares of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions the Company reasonably determines are appropriate to preserve the economic interests of the Holders.

(B)                                Notice of Common Stock Change Events .  The Company will provide notice of each Common Stock Change Event to Holders no later than the effective date of such Common Stock Change Event.

(C)                                Compliance Covenant .  The Company will not become a party to any Common Stock Change Event unless its terms are consistent with this Section 5.10 .

Section  5.11.                          RESPONSIBILITY OF TRUSTEE AND CONVERSION AGENT.

The Trustee and any Conversion Agent will not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) to the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in this Indenture or in any supplemental indenture provided to be employed, in making the same.  The Trustee and any Conversion Agent will not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, cash or other property that may at any time be issued or delivered upon the conversion of any Note; and neither the Trustee nor any Conversion Agent makes any representations with respect thereto.  Neither the Trustee nor any Conversion Agent will be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities, cash or other property upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5 .  Neither the Trustee nor any Conversion Agent will be responsible for making any calculations under this Article 5 or for monitoring the price of the Common Stock.  Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent will be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 5.10 relating either to the kind or amount of the Reference Property or to any adjustment to be made with respect to any Common Stock Change Event, but may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and will be protected in conclusively relying upon, the Officer’s Certificate (which the Company will be obligated to file with the Trustee before the execution of any such supplemental indenture in addition to any other deliverables required under this Indenture in connection with the execution of such supplemental indenture) with respect thereto.

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Article 6.                                             SUCCESSORS

Section  6.01.                          WHEN THE COMPANY MAY MERGE, ETC.

(A)                                Generally .  The Company will not consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to another Person (a “ Business Combination Event ”), unless:

(i)                                      the resulting, surviving or transferee Person either (x) is the Company or (y) if not the Company, is a corporation (the “ Successor Corporation ”) duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia that expressly assumes (by executing and delivering to the Trustee, at or before the effective time of such Business Combination Event, a supplemental indenture pursuant to Section 8.01(E) ) all of the Company’s obligations under this Indenture and the Notes; and

(ii)                                   immediately after giving effect to such Business Combination Event, no Default or Event of Default will have occurred and be continuing.

(B)                                Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee .  Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A) ; (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied; and (iii) if applicable in respect of any such Opinion of Counsel, the related supplemental indenture is valid, binding and enforceable against the Company in accordance with its terms, subject to customary exceptions.

Section  6.02.                          SUCCESSOR CORPORATION SUBSTITUTED.

At the effective time of any Business Combination Event that complies with Section 6.01 , the Successor Corporation (if not the Company) will succeed to, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such Successor Corporation had been named as the Company in this Indenture and the Notes, and, except in the case of a lease, the predecessor Company will be discharged from its obligations under this Indenture and the Notes.

Article 7.                                             DEFAULTS AND REMEDIES

Section  7.01.                          EVENTS OF DEFAULT.

(A)                                Definition of Events of Default .  “ Event of Default ” means the occurrence of any of the following:

(i)                                      a default in the payment when due (whether at maturity, upon Redemption, Repurchase Upon Fundamental Change or otherwise) of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, any Note;

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(ii)                                   a default for thirty (30) days in the payment when due of interest on any Note;

(iii)                                the Company’s failure to deliver, when required by this Indenture, a Fundamental Change Notice, or a notice pursuant to Section 5.07(C) ;

(iv)                               a default in the Company’s obligation to convert a Note in accordance with Article 5 upon the exercise of the conversion right with respect thereto;

(v)                                  a default in the Company’s obligations under Article 6 or in any Guarantor’s obligations under Section 9.04 ;

(vi)                               a default in any of the Company’s obligations or agreements, or in any Guarantor’s obligations or agreements, under this Indenture or the Notes (other than a default set forth in clause (i) , (ii) , (iii) , (iv)  or (v)  of this Section 7.01(A) ) where such default is not cured or waived within sixty (60) days after notice to the Company by the Trustee, or to the Company and the Trustee by Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding, which notice must specify such default, demand that it be remedied and state that such notice is a “Notice of Default”;

(vii)                            a default by the Company or any of its Subsidiaries with respect to any one or more mortgages, agreements or other instruments under which there is outstanding, or by which there is secured or evidenced, any indebtedness for money borrowed of at least ten million dollars ($10,000,000) (or its foreign currency equivalent) in the aggregate of the Company or any of its Subsidiaries, whether such indebtedness exists as of the Issue Date or is thereafter created, where such default:

(1)                                  constitutes a failure to pay the principal of, or premium or interest on, any of such indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise; or

(2)                                  results in such indebtedness becoming or being declared due and payable before its stated maturity;

(viii)                         one or more final judgments being rendered against the Company or any of its Subsidiaries for the payment of at least ten million dollars ($10,000,000) (or its foreign currency equivalent) in the aggregate (excluding any amounts covered by insurance), where such judgment is not discharged or stayed within sixty (60) days after (i) the date on which the right to appeal the same has expired, if no such appeal has commenced; or (ii) the date on which all rights to appeal have been extinguished;

(ix)                               any Note Guarantee ceases to be in full force and effect or any Guarantor denies or disaffirms its obligations under its Note Guarantee;

(x)                                  the Company, the Guarantors, or any of their respective Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law, either:

(1)                                  commences a voluntary case or proceeding seeking liquidation,

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reorganization or other relief with respect to the Company, any Guarantor, or any such Significant Subsidiary or its debts;

(2)                                  consents to the entry of an order for relief against it in an involuntary case or proceeding;

(3)                                  seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company, any Guarantor, or any such Significant Subsidiary or any substantial part of its property or otherwise consents to the appointment of any  such trustee, receiver, liquidator, custodian or other similar official in an involuntary case or other proceeding commenced against it for any substantial part of its property;

(4)                                  makes a general assignment for the benefit of its creditors;

(5)                                  generally is not paying its debts as they become due; or

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

(1)                                  is for relief against Company, the Guarantors, or any of their respective Significant Subsidiaries in an involuntary case or proceeding;

(2)                                  appoints a custodian of the Company, the Guarantors, or any of their respective Significant Subsidiaries, or for any substantial part of the property of the Company, the Guarantors, or any of their respective Significant Subsidiaries;

orders the winding up or liquidation of the Company, the Guarantors, or any of their respective Significant Subsidiaries; and, in each case under this Section 7.01(A)(xi) , such order or decree remains unstayed or undismissed and in effect for at least ninety (90) consecutive days.

(B)                                Cause Irrelevant .  Each of the events set forth in Section 7.01(A)  will constitute an Event of Default regardless of the cause thereof or whether voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.