NEW PLANEXCEL REALTY TRUST, INC. OFFICERS CERTIFICATEPURSUANT TO SECTIONS 301 AND 303 OFTHE INDENTURE

EX-4.2 3 a03-1546_1ex42.htm EX-4.2

Exhibit 4.2

NEW PLAN EXCEL REALTY TRUST, INC.

OFFICERS’ CERTIFICATE PURSUANT TO

SECTIONS 301 AND 303 OF THE INDENTURE

Pursuant to Sections 301 and 303 of the Indenture, dated as of February 3, 1999 (the “Indenture”), by and among New Plan Excel Realty Trust, Inc., a Maryland corporation (the “Company”), New Plan Realty Trust and U.S. Bank Trust National Association (as successor to State Street Bank and Trust Company), as trustee (the “Trustee”), John B. Roche and Steven F. Siegel, officers of the Company, do hereby certify that:

Article I. Authorization. The establishment of a series of Securities of the Company has been approved and authorized in accordance with the provisions of the Indenture. The form of the Convertible Notes (as defined below) attached hereto as Exhibit A has been approved and authorized in accordance with the provisions of the Indenture.

Article II. Compliance with Conditions Precedent. All covenants and conditions precedent provided for in the Indenture relating to the establishment of a series of Securities have been complied with.

Article III. Definitions. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture. The following terms have the meanings set forth below:

“Applicable Procedures” means, with respect to any conversion, transfer or exchange of beneficial ownership interests in a Security in global form, the rules and procedures of the Depositary that are applicable to such conversion, transfer or exchange.

“Book-Entry Notes” has the meaning provided in Section 4.03 hereof.

“Business Day” means any day, with respect to any Convertible Note, other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.

“Cash Settlement Averaging Period” has the meaning provided in Section 4.12(d)(i)(1) hereof.

“Common Stock” means Common Stock, as defined in the Company’s Articles of Incorporation.

“Company” has the meaning provided in the preamble hereof and any successor thereto.

“Company Notice” has the meaning provided in Section 4.11(b) hereof.

“Company Notice Date” has the meaning provided in Section 4.11(b) hereof.

“Continuing Director” means a director who either was a member of the Company’s Board of Directors on May 14, 2003 or who becomes a member of the Company’s Board of Directors subsequent to that date and whose appointment or election or nomination for election by the Company’s stockholders is duly approved by a majority of the continuing directors on the Board of Directors of the Company at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the Board of Directors in which such individual is named as nominee for director.

“Conversion Agent” means the office or agency designated by the Company where Convertible Notes may be presented for conversion.

“Conversion Date” has the meaning provided in Section 4.12(d) hereof.

“Conversion Price” means $1,000 divided by the Conversion Rate.

“Conversion Rate” has the meaning provided in Section 4.12(b) hereof.

“Convertible Notes” has the meaning provided in Section 4.01 hereof.

“Definitive Notes” has the meaning provided in Section 4.03 hereof.

“Depositary” has the meaning provided in Section 4.03 hereof.

“Distributed Assets or Securities” has the meaning provided in Section 4.12(h)(iii) hereof.

“Event of Default” has the meaning provided in Section 4.13 hereof.

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

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

“Final Maturity” or “Final Maturity Date” means June 1, 2023.

“Fundamental Change” will be deemed to have occurred at the time after the Convertible Notes are originally issued that any of the following occurs:

(i) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than the Company, its subsidiaries or its or their employee benefit plans, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s common equity representing more than 50% of the voting power of the Company’s common equity entitled to vote generally in the election of directors;

(ii) consummation of any share exchange, consolidation or merger of the Company or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to any person other than the Company or one or more of its subsidiaries pursuant to which the Common Stock will be converted into cash, securities or other property; provided, however, that a transaction where the holders of the Company’s common equity immediately prior to such transaction have directly or indirectly, more than 50% of the aggregate voting power of all classes of common equity of the continuing or surviving corporation or transferee entitled to vote generally in the election of directors immediately after such event shall not be a Fundamental Change; or

(iii) Continuing Directors cease to constitute at least a majority of the Company’s Board of Directors;

provided, that, a Fundamental Change will not be deemed to have occurred in respect of any of the foregoing, if either:

(i) the Last Reported Sale Price of the Common Stock for any five Trading Days within the 10 consecutive Trading Days ending immediately before the later of the Fundamental Change or the public announcement thereof, equals or exceeds 105% of the Conversion Price of the Convertible Notes immediately before the Fundamental Change or the public announcement thereof, or

(ii) at least 90% of the consideration, excluding cash payments for fractional shares, in the transaction or transactions constituting the Fundamental Change consists of shares of capital stock traded on a national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with a Fundamental Change (these securities being referred to as “publicly traded securities”) and as a result of this transaction or transactions the Convertible Notes become convertible into such publicly traded securities, excluding cash payments for fractional shares.

For purposes of the above paragraph the term capital stock of any person means any and all shares (including ordinary shares or American Depositary Shares), interests, participations, or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or

limited, of such person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such person.

“Fundamental Change Purchase Date” has the meaning provided in Section 4.09 hereof.

“Fundamental Change Purchase Notice” has the meaning provided in Section 4.09(b) hereof.

“Fundamental Change Purchase Price” has the meaning provided in Section 4.09 hereof.

“Global Notes” or “Global Securities” has the meaning provided in Section 4.03 hereof.

“Indenture” has the meaning provided in the preamble hereof.

“Interest Payment Date” has the meaning provided in Section 4.06 hereof.

“Last Reported Sale Price” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the Common Stock is traded or, if the Common Stock is not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the “Last Reported Sale Price” will be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” will be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company’s for this purpose.

“Market Price” means the average of the Last Reported Sale Prices of the Common Stock for the 20 Trading Day period ending on the third Business Day prior to the applicable Purchase Date, Fundamental Change Purchase Date or date of determination (if the third Business Day prior to the applicable Purchase Date, Fundamental Change Purchase Date or date of determination is a Trading Day, or if not, then on the last Trading Day prior to such third Business Day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of such Trading Days during such 20 Trading Day period and ending on such Purchase Date, Fundamental Change Purchase Date or date of determination, of any event requiring an adjustment of the applicable Conversion Rate under this Officers’ Certificate.

“Principal,” “Principal Amount” or “principal” of a debt security, including the Convertible Notes, means the principal of the security.

“Purchase Date” has the meaning provided in Section 4.10(a) hereof.

“Purchase Notice” has the meaning provided in Section 4.10(a)(i) hereof.

“Purchase Price” has the meaning provided in Section 4.10(a) hereof.

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Redemption Date” has the meaning provided in Section 4.08(a) hereof.

“Redemption Price” has the meaning provided in Section 4.08(a) hereof.

“Regular Record Date” has the meaning provided in Section 4.06 hereof.

“Trading Day” means a day during which trading in securities generally occurs on the New York Stock Exchange or, if the Company’s Common Stock is not listed on the New York Stock Exchange, on the principal other national or regional securities exchange on which the Company’s Common Stock is then listed or, if the Company’s Common Stock is not listed on a national or regional securities exchange, on the National Association of Securities Dealers Automated Quotation System or, if the Company’s Common Stock is not quoted on the National Association of Securities Dealers Automated Quotation System, on the principal other market on which the Company’s Common Stock is then traded.

“Trustee” has the meaning provided in the preamble hereof.

Article IV. Terms. The terms of the series of Securities established pursuant to this Officers’ Certificate shall be as follows:

Section 4.01 Title. The title of the series of Securities is the “3.75% Convertible Senior Notes due 2023” (the “Convertible Notes”).

Section 4.02 Aggregate Principal Amount. The initial aggregate principal amount of the Convertible Notes that may be authenticated and delivered pursuant to the Indenture (except for Convertible Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Convertible Notes pursuant to Section 304, 305, 306, 906, 1107 or 1305) of the Indenture may not exceed $115,000,000. The Convertible Notes will only be issued in denominations of $1,000 Principal Amount and integral multiples of $1,000 Principal Amount.

Section 4.03 Registered Securities in Book-Entry Form. The Convertible Notes will be issued in book-entry form (“Book-Entry Notes”) and represented by one or more global notes (the “Global Notes” or “Global Securities”) in fully registered form, without coupons. The initial depositary with respect to the Global Notes will be The Depository Trust Company, as depositary for the accounts of its participants (the “Depositary”). So long as the Depositary for a Global Note, or its nominee, is the registered owner of the Global Note, the Depositary or its nominee, as the case may be, will be considered the sole owner or holder of the Convertible Notes in book-entry form represented by such Global Note for all purposes under the Indenture. Book-Entry Notes will not be exchangeable for Convertible Notes in definitive form (“Definitive Notes”) except as provided in Section 305 of the Indenture.

Section 4.04 Persons to Whom Interest Payable. Interest will be payable to the Person in whose name a Convertible Note is registered at the close of business (whether or not a Business Day) on the Regular Record Date with respect to such Convertible Note, except for interest payable on a Convertible Note redeemed after a Regular Record Date and prior to the next succeeding Interest Payment Date (as to which interest will be paid, together with the principal amount so surrendered, to the Person who surrenders such Convertible Note, or portion thereof, for redemption).

Section 4.05 Stated Maturity. The principal amount of the Convertible Notes will be payable on June 1, 2023 unless the Convertible Notes are earlier repaid or converted in accordance with the Indenture and this Officers’ Certificate.

Section 4.06 Rate of Interest; Interest Payment Dates; Regular Record Dates; Accrual of Interest. The Convertible Notes will bear interest at the rate of 3.75% per annum. Interest on the Convertible Notes will be payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2003 (each, an “Interest Payment Date”). The Regular Record Date shall be May 15 or November 15, as the case may be (whether or not a Business Day) immediately preceding the related Interest Payment Date (the “Regular Record Date”). The Convertible Notes will bear interest from May 19, 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for until the principal thereof is paid or made available for payment. Interest payments shall be the amount of interest accrued from and including the most recent Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including May 19, 2003 if no interest has been paid or duly provided for with respect to such Convertible Note), to but excluding the next succeeding Interest Payment Date. Interest on the Convertible Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months.

Section 4.07 Place of Payment; Registration of Transfer and Exchange; Notices to Company. Payment of the principal and interest on the Convertible Notes will be made at the office or agency of the Company maintained for that purpose, initially designated to be the Corporate Trust Office of the Trustee, initially located at 100 Wall Street, 16^th Floor, Corporate Trust Department, New York, New York 10005, or at such other offices or agencies as the Company may designate, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest (other than interest payable at redemption) may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the register of Securities; and provided, further, that any Holder of the Convertible Notes (if such Holder holds $10,000,000 or more in aggregate principal amount of the Convertible Notes) shall be entitled to receive payments of interest on the Convertible Notes by wire transfer of immediately available funds, if appropriate wire transfer instructions have been received in writing by the Trustee not less than 15 days prior to the applicable payment date. Payments of principal and any interest on Convertible Notes in book-entry form represented by a Global Security or Securities will be made by the Company through the Trustee to the Depositary or its nominee, as the case may be, as the holder of the Global Security or Securities representing such Convertible Notes in book-entry form.

The Definitive Notes may be presented for exchange and registration of transfer at the office or agency of the Company maintained for that purpose, initially designated to be the Corporate Trust Office of the Trustee in New York, New York, or at such additional offices or agencies as the Company may designate. Ownership of beneficial interests in Convertible Notes in book-entry form represented by a Global Security or Securities will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depositary and its participants. Owners of beneficial interests in Convertible Notes in book-entry form represented by a Global Security or Securities will not be considered the owners or holders of such Convertible Notes under the Indenture.

In the event of any redemption of fewer than all of the outstanding Convertible Notes, the Registrar need not register the transfer of or exchange any Convertible Notes selected for redemption (except, in the case of a Convertible Note to be redeemed in part, the portion of the Convertible Note not to be redeemed) or issue, register the transfer of or exchange any Convertible Notes during a period of 15 days before the mailing of the redemption notice. In addition, the Registrar need not register the transfer of or exchange any Convertible Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice has been given and not withdrawn (except, in the case of a Convertible Note to be purchased in part, the portion of the Convertible Note not to be purchased).

Notices and demands to or upon the Company in respect of the Convertible Notes and the Indenture may be sent to New Plan Excel Realty Trust, Inc., 1120 Avenue of the Americas, Suite 1200, New York, New York 10036, Attention: Legal Department.

Anything herein to the contrary notwithstanding, in the case of Global Notes, notices may be delivered or withdrawn and other actions taken, and such Convertible Notes may be surrendered for transfer, exchange, redemption or conversion in accordance with the Applicable Procedures as in effect from time to time.

Section 4.08 Redemption. Except as otherwise set forth below, the Company may redeem the Convertible Notes in accordance with the terms of Article Eleven of the Indenture.

(a) On or after June 9, 2008, the Company may, at its option, redeem the Convertible Notes in whole, or in part, at any time at the redemption prices (each, a “Redemption Price”) (expressed as percentages of the Principal Amount of the Convertible Notes to be redeemed) set forth below plus any accrued and unpaid interest to but excluding the redemption date (the “Redemption Date”), if redeemed during the twelve-month period beginning on June 9 of the years indicated below:

Year	Percentage of Principal Amount
2008	101.07	%
2009	100.54	%
2010 and thereafter	100.00	%

(b) The Company shall notify the Trustee, Paying Agent, and each Holder by mail of the Redemption Date, Principal Amount of and any other information necessary to identify the Securities of such series to be redeemed and the Redemption Price not less than 30 nor more than 60 days before the Redemption Date. If fewer than all outstanding Convertible Notes are to be redeemed, the Trustee will select the Convertible Notes to be redeemed (in principal amounts of $1,000 or integral multiples thereof) by lot, or on a pro rata basis or by another method the Trustee considers fair and appropriate.

(c) If any Convertible Notes selected for partial redemption are thereafter surrendered for conversion in part before termination of the conversion right with respect to the portion of the Convertible Notes so selected, the converted portion of such Convertible Notes shall be deemed (so far as may be), solely for purposes of determining the aggregate Principal Amount of Convertible Notes to be redeemed by the Company, to be the portion selected for redemption. Convertible Notes which have been converted during a selection of Convertible Notes to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. Nothing in this Section 4.08(c) shall affect the right of any Holder to convert any Convertible Notes before the termination of the conversion right with respect thereto.

(d) In addition to those matters set forth in Section 1104 of the Indenture, a notice of redemption sent to the Holders of Convertible Notes shall state:

(i) the name of the paying agent and conversion agent;

(ii) the then current Conversion Rate;

(iii) that the Convertible Notes called for redemption may be converted at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date; and

(iv) that Holders who wish to convert Convertible Notes must comply with the procedures in Section 4.12 of this Officers’ Certificate and paragraph 8 of the Convertible Notes.

Section 4.09 Purchase at the Option of the Holder Upon a Fundamental Change. If a Fundamental Change shall occur at any time prior to June 1, 2010, each Holder shall have the right, at such Holder’s option, to require the Company to purchase any or all of such Holder’s Convertible Notes on the date that is no later than 35 Business Days after the date of the Company Notice of the occurrence of such Fundamental Change (subject to extension to comply with applicable law, as provided in Section 4.11(g)) (the “Fundamental Change Purchase Date”). The Convertible Notes shall be repurchased in integral multiples of $1,000 of the Principal Amount. The Company shall purchase such Convertible Notes at a price (the “Fundamental Change Purchase Price”) equal to the Principal Amount plus accrued and unpaid interest to but excluding the Fundamental Change Purchase Date. No Convertible Notes may be repurchased at the option of the Holders due to a Fundamental Change if there has occurred and is continuing an Event of Default (other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Price of all such Convertible Notes). The Fundamental Change Purchase Price may be paid in cash, with shares of Common Stock or with a combination of cash and Common Stock, as set forth in Section 4.11(a) below.

(a) Notice of Fundamental Change. The Company, or at its request (which must be received by the Paying Agent at least three Business Days (or such lesser period as agreed to by the Paying Agent) prior to the date the Paying Agent is requested to give such notice as described below), the Paying Agent in the name of and at the expense of the Company, shall mail to all Holders and the Trustee and the Paying Agent a Company Notice of the occurrence of a Fundamental Change and of the purchase right arising as a result thereof, including the information required by Section 4.11(b) hereof, on or before the 30th day after the occurrence of such Fundamental Change.

(b) Exercise of Fundamental Change Option. For a Convertible Note to be so purchased at the option of the Holder, the Paying Agent must receive such Convertible Note duly endorsed for transfer, together with a written notice of purchase (a “Fundamental Change Purchase Notice”) and the form entitled “Form of Fundamental Change Purchase Notice” on the reverse thereof duly completed, on or before the 35th day after the date of the Company Notice of the occurrence of such Fundamental Change, subject to extension to comply with applicable law. The Fundamental Change Purchase Notice shall state:

(i) if certificated, the certificate numbers of the Convertible Notes that the Holder shall deliver to be purchased;

(ii) the portion of the Principal Amount of the Convertible Notes that the Holder shall deliver to be purchased, which portion must be $1,000 in Principal Amount or an integral multiple thereof; and

(iii) that such Convertible Notes shall be purchased as of the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Convertible Notes and the Indenture.

(c) Fundamental Change Option Procedures. The Company shall purchase from a Holder, pursuant to this Section 4.09(c), Convertible Notes if the Principal Amount of such Convertible Notes is $1,000 or a multiple of $1,000 if so requested by such Holder.

Any purchase by the Company contemplated pursuant to the provisions of this Section 4.09(c) shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date or the time of book-entry transfer or delivery of the Convertible Notes.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 4.09(b) shall have the right at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 4.11(d).

The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

On or before 10:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) the consideration sufficient to pay the aggregate Fundamental Change Purchase Price of the Convertible Notes to be purchased pursuant to this Section 4.09. Payment by the Paying Agent of the Fundamental Change Purchase Price for such Convertible Notes shall be made promptly following the later of the Fundamental Change Purchase Date or the time of book-entry transfer or delivery of such Convertible Notes. If the Paying Agent holds, in accordance with the terms of the Indenture, the consideration sufficient to pay the Fundamental Change Purchase Price of such Convertible Notes on the Business Day following the Fundamental Change Purchase Date, then, on and after such date, such Convertible Notes shall cease to be outstanding and interest on such Convertible Notes shall cease to accrue, whether or not book-entry transfer of such Convertible Notes is made or such Convertible Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Convertible Notes). Nothing herein shall preclude any withholding tax required by law.

The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all consideration held by the Paying Agent for the payment of the Fundamental Change Purchase Price and shall notify the Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate any consideration held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to deliver all consideration held by it to the Trustee and to account for any consideration disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no further liability for the consideration delivered to the Trustee.

All questions as to the validity, eligibility (including time of receipt) and acceptance of any Convertible Notes for redemption shall be determined by the Company, whose determination shall be final and binding.

Notwithstanding anything herein to the contrary, the Company’s obligations pursuant to this Section 4.09 shall be satisfied if a third party makes an offer to repurchase outstanding Convertible Notes after a Fundamental Change in the manner and at the times and otherwise in compliance in all material respects with the requirements of

this Section 4.09 and purchases all Convertible Notes properly tendered and not withdrawn pursuant to the requirements of this Section 4.09.

Section 4.10. Purchase of Convertible Notes at the Option of the Holder.

(a) On each of June 1, 2010, June 1, 2013 and June 1, 2018 (each, a “Purchase Date”), a Holder shall have the option to require the Company to purchase any outstanding Convertible Notes for a price (the “Purchase Price”) equal to 100% of the principal amount of the Convertible Notes to be purchased plus any accrued and unpaid interest to but excluding the applicable Purchase Date, upon:

(i) delivery to the Paying Agent by the Holder of a written notice of purchase (a “Purchase Notice”) at any time from the opening of business on the date that is 20 Business Days prior to a Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, stating:

(1) if certificated, the certificate numbers of the Convertible Notes which the Holder will deliver to be purchased;

(2) the portion of the Principal Amount of the Convertible Notes which the Holder will deliver to be purchased, which portion must be $1,000 in Principal Amount or an integral multiple thereof; and

(3) that such Convertible Notes shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Convertible Notes and the Indenture; and

(ii) delivery or book-entry transfer of such Convertible Notes to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 4.10 only if the Convertible Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Purchase Price may be paid in cash, with shares of Common Stock or with a combination of cash and Common Stock, as set forth in Section 4.11 below.

(b) The Company shall purchase from a Holder, pursuant to this Section 4.10, Convertible Notes if the Principal Amount of such Convertible Notes is $1,000 or a multiple of $1,000 if so requested by such Holder.

(c) Any purchase by the Company contemplated pursuant to the provisions of this Section 4.10 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of the Convertible Notes.

(d) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 4.10 shall have the right at any time prior to the close of business on the Business Day prior to the Purchase Date to withdraw such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 4.11(d).

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

(f) On or before 10:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) the consideration sufficient to pay the aggregate Purchase Price of the Convertible Notes to be purchased pursuant to this Section 4.10. Payment by the Paying Agent of the Purchase Price for such Convertible Notes shall be made promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of such Convertible Notes. If the Paying Agent holds, in accordance with the terms of the Indenture, consideration sufficient to pay the Purchase Price of such Convertible Notes on the Business Day following the Purchase Date, then, on and after such date, such Convertible Notes shall cease to be outstanding and interest on such Convertible Notes shall cease to accrue, whether or not book-entry transfer of such Convertible Notes is made or such Convertible Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price upon delivery or transfer of the Convertible Notes).

(g) The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all consideration held by the Paying Agent for the payment of the Purchase Price and shall notify the Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the consideration held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to deliver all consideration held by it to the Trustee and to account for any consideration disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no further liability for the consideration delivered to the Trustee.

Section 4.11 Further Conditions and Procedures for Purchase at the Option of the Holder Upon a Fundamental Change and Purchase of Convertible Notes at the Option of the Holder.

(a) Company’s Right to Elect Manner of Payment of Purchase Price.

(i) The Company may elect with respect to any Purchase Date or Fundamental Change Purchase Date to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Convertible Notes to be purchased pursuant to Section 4.09 or Section 4.10 as of such Purchase Date or Fundamental Change Purchase Date, in cash or Common Stock, or in any combination of cash and Common Stock, subject to the conditions set forth in this Section 4. The Company shall designate, in the Company Notice delivered pursuant to Section 4.11(b), whether the Company shall purchase the Convertible Notes for cash or Common Stock, or, if a combination thereof, the percentages of the Purchase Price or Fundamental Change Purchase Price of Convertible Notes in respect of which it shall pay in cash and/or Common Stock; provided that the Company shall pay cash for fractional interests in Common Stock. For purposes of determining the existence of potential fractional interests, all Convertible Notes subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Convertible Notes are purchased pursuant to this Section 4.11 shall receive the same percentage of cash and/or Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such Convertible Notes, except as provided in Section 4.11(a)(iii) with regard to the payment of cash in lieu of fractional interests in Common Stock. Once the Company has given its Company Notice to Holders, the Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid except pursuant to Section 4.11(a)(iii).

At least three Business Days before the Company Notice Date, the Company shall deliver an Officers’ Certificate to the Trustee specifying:

(1) the manner of payment selected by the Company;

(2) the information required by Section 4.11(b);

(3) if the Company elects to pay the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in Common Stock, that the conditions to such manner of payment set forth in Section 4.11(a)(iii) have been or shall be complied with; and

(4) whether the Company desires the Trustee to give the Company Notice required by Section 4.11(b).

(ii) Purchase with cash. At the option of the Company, the Purchase Price or Fundamental Change Purchase Price of Convertible Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice pursuant to Section 4.09 or Section 4.10 has been given, or a specified percentage thereof, may be paid by the Company with cash equal to the aggregate Purchase Price or Fundamental Change Purchase Price, or such specified percentage thereof, as the case may be, of such Convertible Notes.

(iii) Payment by Issuance of Common Stock. At the option of the Company, the Purchase Price of Convertible Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (x) the amount of cash to which the Holders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price

or Fundamental Change Purchase Price of such Convertible Notes in cash by (y) the Market Price, subject to the next succeeding paragraph.

The Company shall not issue a fractional share of Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price. Instead the Company shall pay cash for the current market value of the fractional share. The current market value of a fraction of a share shall be determined by multiplying the Market Price by such fraction and rounding the product to the nearest whole cent. It is understood that if a Holder elects to have more than one Convertible Note purchased, the number of shares of Common Stock shall be based on the aggregate amount of Convertible Notes to be purchased.

The Company’s right to exercise its election to purchase all or any portion of the Convertible Notes pursuant to Section 4.09 or Section 4.10 through the issuance of shares of Common Stock shall be conditioned upon:

(1) the Company having given timely written notice in accordance with Section 4.11(b) of its election to purchase all or a specified percentage of the Convertible Notes with Common Stock as provided herein;

(2) the Common Stock (including the shares being issued in respect of the payment of the specified percentage of the Purchase Price or Fundamental Change Purchase Price) being listed on a national securities exchange or traded on the Nasdaq National Market on the Purchase Date or the Fundamental Change Purchase Date; and

(3) the receipt by the Trustee of an Officers’ Certificate stating that (A) the terms of the issuance of the Common Stock are in conformity with the Indenture and (B) the shares of Common Stock to be issued by the Company in payment of the specified percentage of the Purchase Price or Fundamental Change Purchase Price in respect of Convertible Notes have been duly authorized and, when issued and delivered pursuant to the terms of the Indenture in payment of the specified percentage of the Purchase Price or Fundamental Change Purchase Price in respect of Convertible Notes, shall be validly issued, fully paid and nonassessable, and that conditions (1) and (2) above have been satisfied.

Such Officers’ Certificate shall also set forth the number of shares of Common Stock to be issued for each $1,000 principal amount of Convertible Notes and the Last Reported Sale Price of a share of Common Stock on each Trading Day during the period during which the Market Price is calculated. The Company may elect to pay the Purchase Price or Fundamental Change Purchase Price (or any portion thereof) in Common Stock only if the information necessary to calculate the Market Price is reported in a daily newspaper of national circulation. If any of the conditions set forth in this Section 4.11(a)(iii) are not satisfied with respect to a Holder or Holders on or prior to the Purchase Date or Fundamental Change Purchase Date and the Company elected to purchase the Convertible Notes to be purchased as of such Purchase Date or Fundamental Change Purchase Date pursuant to Section 4.10 or Section 4.09 through the issuance of shares of Common Stock, the Company shall pay the entire Purchase Price or Fundamental Change Purchase Price in respect of such Convertible Notes of such Holder or Holders in cash.

(b) Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Convertible Note register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 20 Business Days prior to each Purchase Date, or on or before the 30^th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:

(i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, the Conversion Rate at the time of such notice (and any adjustments to the Conversion Rate) and, to

the extent known at the time of such notice, the amount of interest, if any, that will be payable with respect to the Convertible Notes on the applicable Purchase Date or Fundamental Change Purchase Date;

(ii) if the notice relates to a Fundamental Change, the events causing the Fundamental Change and the date of the Fundamental Change;

(iii) whether the Company will pay the purchase price in cash or Common Stock or any combination thereof, specifying the percentages of each;

(iv) if the Company elects to pay in Common Stock, the method of calculating the market price of the Common Stock;

(v) the Purchase Date or Fundamental Change Purchase Date;

(vi) the last date on which a Holder may exercise their purchase right;

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

(viii) that Convertible Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;

(ix) that Convertible Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn by the Holder in accordance with the terms of this Officers’ Certificate;

(x) that the Purchase Price or Fundamental Change Purchase Price for any Convertible Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Convertible Notes;

(xi) the procedures the Holder must follow under Sections 4.09 or 4.10, as applicable, and Section 4.11;

(xii) briefly, the conversion rights of the Convertible Notes;

(xiii) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Convertible Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;

(xiv) the CUSIP or ISIN number of the Convertible Notes; and

(xv) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice.

Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time.

(c) Effect of Purchase Notice or Fundamental Change Purchase Notice. Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 4.09 or Section 4.10, as applicable, the Holder of the Convertible Notes in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is

withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such Convertible Notes. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such Convertible Notes (provided the conditions in Section 4.09(b) or Section 4.10(a), as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Convertible Notes to the Paying Agent by the Holder thereof in the manner required by Section 4.09(b) or Section 4.10(a), as applicable. Convertible Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted for shares of Common Stock on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn or deemed to have been validly withdrawn as specified in the following two paragraphs.

(d) Withdrawal of a Purchase Notice or Fundamental Change Purchase Notice. A Purchase Notice or Fundamental Change Purchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to 5:00 p.m. New York City time on the Business Day prior to the Purchase Date or the Fundamental Change Purchase Date, as the case may be, to which it relates specifying:

(i) if certificated, the certificate number of the Convertible Notes in respect of which such notice of withdrawal is being submitted;

(ii) the Principal Amount of the Convertible Notes with respect to which such notice of withdrawal is being submitted; and

(iii) the Principal Amount, if any, of such Convertible Notes which remains subject to the original Purchase Notice or Fundamental Change Purchase Notice, as the case may be, and which has been or shall be delivered for purchase by the Company.

(e) Effect of Event of Default. There shall be no purchase of any Convertible Notes pursuant to Section 4.09 or Section 4.10 if an Event of Default has occurred and is continuing (other than a default that is cured by the payment of the Purchase Price or Fundamental Change Purchase Price, as the case may be). The Paying Agent shall promptly return to the respective Holders thereof any Convertible Notes (x) with respect to which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been withdrawn in compliance with this Officers’ Certificate, or (y) held by it during the continuance of an Event of Default (other than a default that is cured by the payment of the Purchase Price or Fundamental Change Purchase Price, as the case may be) in which case, upon such return, the Purchase Notice or Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

(f) Convertible Notes Purchased in Part. Any Convertible Notes that are to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder of such Convertible Notes, without service charge, a new Convertible Note or Convertible Notes, of any authorized denomination as requested by such Holder in aggregate Principal Amount equal to, and in exchange for, the portion of the Principal Amount of the Convertible Notes so surrendered which is not purchased or redeemed.

(g) Covenant to Comply with Securities Laws Upon Purchase of Convertible Notes. In connection with any offer to purchase Convertible Notes under Sections 4.09 or 4.11 hereof, the Company shall, to the extent applicable, (a) comply with Rules 13e-4 and 14e-1 (and any successor provisions thereto) under the Exchange Act, if applicable; (b) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, if applicable; and (c) otherwise comply with all applicable federal and state securities laws so as to permit the rights and obligations under Sections 4.09 or 4.11 to be exercised in the time and in the manner specified in Sections 4.09 or 4.11.

(h) Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash or property that remains unclaimed as provided in paragraph 12 of the Convertible Notes, together with interest that the Trustee or Paying Agent, as the case may be, has agreed to pay, if any, held by them for the payment of a Purchase Price or Fundamental Change Purchase Price, as the case may be; provided, however, that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 4.09(c) or 4.10(f), as applicable, exceeds the aggregate Purchase Price or Fundamental Change Purchase Price, as the case may be, of the Convertible Notes or portions thereof which the Company is obligated to purchase as of the Purchase Date or Fundamental Change Purchase Date, as the case may be, then promptly on and after the Business Day following the Purchase Date or Fundamental Change Purchase Date, as the case may be, the Trustee or the Paying Agent, as the case may be, shall return any such excess to the Company together with interest that the Trustee or Paying Agent, as the case may be, has agreed to pay, if any.

Section 4.12 Conversion of Convertible Notes.

(a) Right to Convert. A Holder may convert its Convertible Notes for Common Stock at any time during the periods and upon satisfaction of at least one of the conditions specified in paragraph 8 of the Convertible Notes. Notwithstanding any other provision of the Convertible Notes or this Officers’ Certificate, all Holders’ rights with respect to conversion of the Convertible Notes and the Company’s obligation to deliver shares of Common Stock upon such conversion (the “Conversion Obligation”), are subject, in their entirety, to the Company’s right, in its sole and absolute discretion, to elect to satisfy such Conversion Obligation in any manner permitted pursuant to Section 4.12(d).

(b) The Initial Conversion Rate. “The Initial Conversion Rate” is 40 shares of Common Stock issuable upon conversion of a Convertible Note per $1,000 Principal Amount (such rate as in effect from time to time, the “Conversion Rate”), subject to adjustment as herein set forth.

A Holder may convert a portion of the Principal Amount of Convertible Notes if the portion is $1,000 or a multiple of $1,000.

(c) Conversion Procedures. To convert Convertible Notes, the requirements set forth in this Section 4.12(c) and in paragraph 8 of the Convertible Notes must be satisfied.

To convert the Convertible Notes, a Holder must (1) complete and manually sign the conversion notice on the back of the Convertible Notes (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent at the office maintained by the Conversion Agent for such purpose, (2) with respect to Definitive Notes, surrender the Notes to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee, (4) pay any transfer or similar tax, if required and (5) pay funds equal to the interest payable on the next Interest Payment Date, if required.

Holders of Convertible Notes at the close of business on a Regular Record Date will receive payment of interest payable on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Notes at any time after the close of business on such Regular Record Date. However, Convertible Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (except for Convertible Notes in respect of which a Redemption Date has been declared that falls within this period or on such Interest Payment Date) must be accompanied by payment of an amount equal to the interest that the Holder is to receive on the Convertible Notes. Except as described above, no payment or adjustment will be made for accrued interest on converted Convertible Notes.

The Person in whose name the certificate for such shares of Common Stock is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Convertible Notes

on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Convertible Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Convertible Notes, such Person shall no longer be a Holder of such Convertible Notes.

No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in paragraph 4.12(h) or as otherwise provided in the Indenture or this Certificate.

If a Holder converts more than one Convertible Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Convertible Notes converted.

Upon surrender of a Convertible Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Convertible Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Convertible Note surrendered.

If the last day on which Convertible Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Convertible Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

A Holder of Convertible Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Convertible Notes to Common Stock, and only to the extent such Convertible Notes are deemed to have been converted into Common Stock pursuant to this Section 4.12.

(d) Payment Of Cash In Lieu Of Common Stock.

(i) If a Holder elects to convert all or any portion of a Convertible Note into shares of Common Stock as set forth in Section 4.12(a) and the Company receives such Holder’s conversion notice (“Notice of Conversion”) on or prior to the day that is 20 days prior to the Final Maturity Date, or with respect to Convertible Notes called for redemption pursuant to Section 4.08, the applicable Redemption Date (the “Final Notice Date”), the following procedures will apply:

(1) if the Company elects to satisfy all or any portion of its Conversion Obligation in cash, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company’s receipt of the Notice of Conversion (such period, the “Cash Settlement Notice Period”). If the Company elects to pay cash for any portion of the shares otherwise issuable to the Holder upon conversion, the Holder may retract the Notice of Con version at any time during the two Business Days following the final day of the Cash Settlement Notice Period (the “Conversion Retraction Period”). No such retraction can be made (and a Notice of Conversion shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). Upon the expiration of a Conversion Retraction Period, a Notice of Conversion shall be irrevocable. If the Notice of Conversion has not been retracted, then settlement (in cash and/or in shares) will occur on the Business Day following the final day of the 20 Trading Day period beginning on the day after the final day of the Conversion Retraction Period (the “Cash Settlement Averaging Period”). In the case of a settlement entirely in shares of Common Stock, the “Conversion Date” shall mean the date on which the Holder satisfies all of the requirements set forth in the second paragraph of Section 4.12(c). In all other cases, the “Conversion Date” shall mean the next Business Day following the expiration of the Conversion Retraction Period.

(2) With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the “Conversion Settlement Distribution” for any Convertible Note subject to such Notice of Conversion shall consist of cash, Common Stock or a combination thereof, as selected by the Company as set forth below:

(A) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution shall be a number of shares equal to (x) the aggregate original Principal Amount of the Convertible Notes to be converted divided by 1,000, multiplied by (y) the Conversion Rate;

(B) if the Company elects to satisfy the entire Conversion Obligation in cash, the Conversion Settlement Distribution shall be cash in an amount equal to the product of:

(x) a number equal to the product of (I) the aggregate principal amount of Convertible Notes to be converted divided by 1,000 multiplied by (II) the Conversion Rate, and

(y) the average Last Reported Sale Price of the Common Stock during the Cash Settlement Averaging Period; and

(C) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, the Conversion Settlement Distribution shall consist of the specified cash amount (“Cash Amount”) and a number of shares equal to the greater of (x) zero and (y) the excess, if any, of the number of shares calculated as set forth in clause (i)(2)(A) above over the number of shares equal to the sum, for each day of the Cash Settlement Averaging Period, of (I) 5% of the Cash Amount, divided by (II) the Last Reported Sale Price of the Common Stock on such day.

(ii) At any time on or before any Final Notice Date, the Company will notify the Trustee whether it intends to satisfy all or any p ortion of the Conversion Obligation with respect to conversions of Convertible Notes for which the Company receives a Notice of Conversion after such Final Notice Date in cash and the dollar amount to be satisfied in cash (which must be expressed either as 100% or as a fixed dollar amount). In such case, the applicable Conversion Settlement Distribution will be computed in the same manner as set forth in clause (i) above except that the Cash Settlement Averaging Period shall be the 20 Trading Days beginning on the first Trading Day following the Company’s receipt of the Notice of Conversion. Notices of Conversion received by the Company after the Final Notice Date are irrevocable.

(e) Cash Payments in Lieu of Fractional Shares. The Company shall not issue a fractional share of Common Stock upon conversion of Convertible Notes. Instead the Company shall deliver cash for the current market value of the fractional share. The current market value of a fractional share shall be determined to the nearest 1/10,000th of a share by multiplying the Last Reported Sale Price of a full share of Common Stock on the Trading Day immediately preceding the Conversion Date by the fractional amount and rounding the product to the nearest whole cent.

(f) Taxes on Conversion. If a Holder converts Convertible Notes, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon the conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder’s name. The Conversion Agent may refuse to deliver the certificates representing the Common Stock being issued in a name other than the Holder’s name until the Conversion Agent receives a sum sufficient to pay any tax which shall be due because the shares are to be issued in a name other than the Holder’s name. Nothing herein shall preclude any withholding tax required by law.

(g) Covenants of the Company. The Company shall, prior to issuance of any Convertible Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Common Stock a sufficient number of shares of Common Stock to permit the conversion of the Convertible Notes.

All shares of Common Stock delivered upon conversion of the Convertible Notes, if any, shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim.

The Company shall endeavor promptly to comply with all federal and state securities laws regulating the order and delivery of shares of Common Stock upon the conversion of Convertible Notes, if any, and shall cause to

have listed or quoted all such shares of Common Stock on each United States national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

(h) Adjustments to Conversion Rate. The applicable Conversion Rate shall be adjusted from time to time by the Company as follows:

(i) In case the Company shall (a) pay a dividend, or make a distribution, exclusively in shares of its Common Stock or other capital stock, on its Common Stock; (b) subdivide its outstanding Common Stock into a greater number of shares; (c) combine its outstanding Common Stock into a smaller number of shares; or (d) reclassify its Common Stock, the Conversion Rate in effect immediately prior to the effective date for the adjustment pursuant to this Section 4.12(h)(i), as described below, shall be adjusted so that the Holder of any Convertible Notes thereafter surrendered for conversion shall be entitled to receive the number of shares of any class of the Company’s capital stock which such Holder would have owned or have been entitled to receive after the happening of any of the events described above had such Convertible Notes been converted immediately prior to the applicable Record Date in the case of a transaction described in clause (a) above or the effective date in the case of any other of the foregoing transactions. If any dividend or distribution of the type described in clause (a) above is not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. An adjustment made pursuant to this Section 4.12(h)(i) shall become effective immediately after the applicable Record Date in the case of a dividend and shall become effective immediately after the applicable effective date in the case of subdivision, combination or reclassification of the Company’s Common Stock.

(ii) In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 60 days after the date of issuance of such rights or warrants) to subscribe for or purchase Common Stock at a price per share less than the Market Price per share of Common Stock on the Record Date fixed for determination of stockholders entitled to receive such rights or warrants, the Conversion Rate in effect immediately after such Record Date shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to such Record Date by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on such Record Date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on such Record Date plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the Record Date for the determination of stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such Record Date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors.

(iii) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock (excluding any distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary) any evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 4.12(h)(ii) hereof, regular dividends paid exclusively in cash and those referred to in Section 4.12(h)(i) hereof) (any of the foregoing hereinafter in this Section 4.12(h)(iii) called the “Distributed Assets or Securities”) in an aggregate amount per share of Common Stock that, combined together with the aggregate amount of any other such distributions of Distributed Assets or Securities to all holders of Common Stock made within the 12 months preceding the date of payment of such distribution, and in respect of which no adjustment pursuant to this Section 4.12(h)(iii) has been made, exceeds 15% of the Market Price of the Common Stock on the Trading Day immediately preceding the declaration of such distribution, then the Conversion Rate shall be adjusted so that the same shall equal the Conversion Rate determined

by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date mentioned below by a fraction, (x) the numerator of which shall be the Market Price per share of the Common Stock on such Record Date, and (y) the denominator of which shall be the Market Price per share of the Common Stock on such Record Date less the Fair Market Value on such Record Date (as determined by the Board of Directors, whose determination shall be conclusive, and described in a certificate filed with the Trustee and the Paying Agent) of the Distributed Assets or Securities so distributed applicable to one share of Common Stock. Such adjustment shall become effective immediately after the Record Date for the determination of stockholders entitled to receive such distribution.Notwithstanding the foregoing, if (a) the Fair Market Value of the portion of the Distributed Assets or Securities so distributed applicable to one share of Common Stock is equal to or greater than the Market Price of the Common Stock on the Record Date or (b) the Market Price of the Common Stock on the Record Date is greater than the Fair Market Value of such Distributed Assets or Securities by less than $1.00, then, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion, in addition to the shares of Common Stock, the kind and amount of assets, debt securities, or rights, warrants or options comprising such dividend or distribution the Holder would have received had such Holder converted such Convertible Notes immediately prior to such Record Date. In the event that such distribution is not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate that would then be in effect if such distribution had not been declared.

(iv) In case the Company shall increase the regular common dividend distribution payable on Common Stock above $0.4125 on a quarterly basis (appropriately adjusted for stock dividends on or subdivisions or combinations of the Common Stock), the Conversion Rate will be adjusted so that it shall equal the rate determined by dividing the Conversion Rate on the Record Date for such dividend distribution by a fraction, (i) the numerator of which shall be the Market Price of a share of Common Stock on the Record Date less the amount of cash in excess of $0.4125 (appropriately adjusted for stock dividends on or subdivisions or combinations of the Common Stock) on a quarterly basis so distributed during the quarter applicable to one share of Common Stock, and (ii) the denominator of which shall be such Market Price, such adjustment to be effective immediately prior to the opening of business on the day following the Record Date for such dividend distribution. In the event that such dividend or distribution is not so paid or made, the applicable Conversion Rate shall again be adjusted to be the applicable Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(v) Notwithstanding the foregoing provisions of Section 4.12(h), no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a Holder of a Note to convert, for any distribution described therein if the Holder, as a Holder, will otherwise participate in the distribution without conversion of such Holder’s Convertible Notes.

(vi) No adjustment pursuant to the applicable Conversion Rate or a Holder’s ability to convert pursuant to this Section 4.12(h) shall be made in connection with the issuance of rights, the distribution of separate certificates representing rights or the exercise, redemption, termination or invalidation of rights pursuant to any stockholder rights plan implemented by the Company which provides that, upon conversion of the Convertible Notes, the Holders shall receive, in addition to the Common Stock issuable upon such conversion, the rights issued under such stockholder rights plan (notwithstanding the occurrence of an event causing such rights to separate from the Common Stock at or prior to the time of conversion).

(vii) For purposes of this Section 4.12(h), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

(i) Miscellaneous Provisions Relating to Conversion.

(i) Calculation Methodology. No adjustment in the Conversion Price need be made unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect provided that any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment. Except as stated in Section 4.12(h), the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. Any adjustments that are made shall be carried forward and taken into account in any

subsequent adjustment. All calculations under Sections 4.11, 4.12(h) and this Section 4.12(i) shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be.

(ii) When No Adjustment Required. No adjustment to the Conversion Price need be made:

(1) upon 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 securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan;

(2) upon the issuance of any shares of Common Stock or options or rights to purchase those shares 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;

(3) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in (2) above and outstanding as of the date the Convertible Notes were first issued;

(4) for a change in the par value of the Common Stock; or

(5) for accrued and unpaid interest.

To the extent the Convertible Notes become convertible into cash, assets, property or securities (other than capital stock of the Company), no adjustment shall be made thereafter as to the cash, assets, property or such securities. Interest shall not accrue on such cash.

(iii) Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Holders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice. The certificate shall, absent manifest error, be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

(iv) Voluntary Increase. The Company may make such increases in the Conversion Rate, in addition to those required by Section 4.12(h), as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. To the extent permitted by applicable law, the Company may from time to time increase the Conversion Rate by any amount for any period of time if the period is at least 20 days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is so increased, the Company shall mail to Holders and file with the Trustee and the Conversion Agent a notice of such increase. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such notice except to exhibit the same to any Holder desiring inspection thereof. The Company shall mail the notice at least 15 days before the date the increased Conversion Rate takes affect. The notice shall state the increased Conversion Rate and the period it shall be in effect.

(v) Notice to Holders Prior to Certain Actions. In case:

(1) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 4.12(h);

(2) the Company shall authorize the granting to all or substantially all the holders of its Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants;

(3) of any reclassification or reorganization of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to

no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or

(4) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,

the Company shall cause to be filed with the Trustee and to be mailed to each Holder at its address appearing on the Convertible Note register, as promptly as possible but in any event at least 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, or rights or warrants are to be determined or (y) the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up.

(vi) Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. If any of the following events occur, namely (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger or binding share exchange of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of all or substantially all of the assets of the Company to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the conversion rate will not be adjusted. If any of the events described in the preceding sentence occur, the Company or the continuing, successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture or otherwise amend the terms of the Convertible Notes, to provide that each Convertible Note shall be convertible into the kind and amount of shares of stock, other securities or property or assets (including cash) that the Holder of the Convertible Note would have received upon such reclassification, change, consolidation, merger, binding share exchange, sale or conveyance if such Holder had converted such Convertible Note into the number of shares of Common Stock issuable upon conversion of such Convertible Note immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance. Such supplemental indenture or other amendment to the Convertible Notes shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4.12(i)(vi).

The Company shall cause notice of the execution of such supplemental indenture or amendment of the Convertible Notes to be mailed to each Holder, at its address appearing on the Convertible Note register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances.

If this Section 4.12(i) applies to any event or occurrence, Section 4.12(h) shall not apply.

(vii) Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to either calculate the Conversion Rate or determine whether any facts exist which may require any adjustment of 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, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon an Officers’ Certificate with respect to the same. The Trustee and any other Conversion Agent shall 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 or

property, which may at any time be issued or delivered upon the conversion of any Convertible Notes and the Trustee and any other Conversion Agent make no representations with respect thereto. Subject to the provisions of Article 6 of the Indenture, neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Convertible Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Section 4.12. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.12(i)(vi) relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Convertible Notes after any event referred to in such Section 4.12(i)(vi) or to any adjustment to be made with respect thereto, but, subject to the provisions of Article 6 of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

(viii) Simultaneous Adjustments. In the event that Section 4.12(h) requires adjustments to the Conversion Rate under more than one of Sections 4.12(h)(i), (ii), (iii) or (iv), and the Record Dates for the distributions giving rise to such adjustments shall occur on the same date, then such adjustments shall be made by applying, first, the provisions of Section 4.12(h)(iv), second, the provisions of Section 4.12(h)(iii), third, the provisions of Section 4.12(h)(i), and fourth, the provisions of Section 4.12(h)(ii).

(ix) Successive Adjustments. After an adjustment to the Conversion Rate under Section 4.12(h), any subsequent event requiring an adjustment under Section 4.12(h) shall cause an adjustment to the Conversion Rate as so adjusted.

(x) General Considerations. Whenever successive adjustments to the Conversion Rate are called for pursuant to Sections 4.12(h) or 4.12(i), such adjustments shall be made to the Market Price as may be necessary or appropriate to effectuate the intent of 4.12(h) or 4.12(i) and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

Section 4.13 Events of Default.

In addition to those matters set forth in Section 501 of the Indenture, an “Event of Default” with respect to the Convertible Notes shall occur if:

(i) The Company defaults in its obligation to repurchase Convertible Notes upon the occurrence of a Fundamental Change or the exercise by a Holder of its option to require the Company to repurchase such Holder’s Convertible Notes; and

(ii) The Company defaults in its obligation to redeem the Convertible Notes after exercising its redemption option pursuant to Section 4.08.

Section 4.14 Covenants. The covenants contained in Section 1004 of the Indenture are hereby deleted for purposes of the Convertible Notes.

Section 4.15 Amendments; Waiver. In addition to those matters set forth in Section 902 of the Indenture (including the terms and conditions of the Convertible Notes set forth herein), with respect to the Convertible Notes, no amendment or supplemental indenture shall without the consent of the Holder of each Convertible Note affected thereby:

(a) reduce the Redemption Price, Purchase Price or Fundamental Change Purchase Price of the Convertible Notes; or

(b) make any change that adversely affects the Holders’ right to convert the Convertible Notes.

In addition, with respect to the Convertible Notes, to the extent set forth in Section 513 of the Indenture, the holders of at least a majority in aggregate Principal Amount of the outstanding Convertible Notes may waive an existing Default other than:

(a) any Default by the Company in any payment of the Redemption Price, Purchase Price or Fundamental Change Purchase Price with respect to any Convertible Notes, or

(b) any Default which constitutes a failure to convert any Convertible Note in accordance with its terms, this Officers’ Certificate and the Indenture.

Section 4.16 Register of Securities; Paying Agent; Conversion Agent. Initially, the Trustee shall act as Paying Agent, Conversion Agent and Security Registrar. The Company may appoint and change any Paying Agent, Conversion Agent, Security Registrar or co-registrar or approve a change in the office through which any Paying Agent acts without notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Security Registrar or co-registrar.

Section 4.17 Calculations in Respect of the Convertible Notes. The Company will be responsible for making all calculations called for under the Convertible Notes. These calculations include, but are not limited to, determination of the Market Price, accrued interest payable on the Convertible Notes and Conversion Price of the Convertible Notes. The Company will make these calculations in good faith and, absent manifest error, these calculations will be final and binding on the Holders. The Company will provide to each of the Trustee and the Conversion Agent a schedule of its calculations and each of the Trustee and the Conversion Agent is entitled to rely upon the accuracy of such calculations without independent verification. The Trustee will forward the Company’s calculations to any Holder upon the request of such Holder.

Section 4.18 Form. The Convertible Notes will be in substantially the form set forth in Exhibit A hereto, and may have such other terms as are provided therein.

Section 4.19 Miscellaneous.

(a) The Company will not pay Additional Amounts as contemplated by Section 1011 of the Indenture on the Convertible Notes to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge.

(b) The Convertible Notes will not be guaranteed.

(c) Holders of Convertible Notes are subject to the ownership restrictions contained in the Articles of Incorporation of the Company. For this purpose, a Holder of Convertible Notes will be treated as owning the shares of Common Stock into which the Convertibles Notes could be converted.

(d) The Convertible Notes shall have such other terms and conditions as are set forth in the form of global certificate representing the Convertible Notes and, except as otherwise expressly set forth herein or in the certificate representing the Convertible Notes, shall be subject to the provisions of the Indenture.

(e) All shares of Common Stock delivered upon conversion or purchase of the Convertible Notes shall be newly issued shares or treasury shares, shall be fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Company shall cause to have listed or quoted all such shares of Common Stock on each United States national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

* * *

All capitalized terms used in this Officers’ Certificate and not defined herein shall have the meanings set forth in the Indenture.

Each of the undersigned, for himself, states that he has read and is familiar with the provisions of Article Three of the Indenture relating to the establishment of a series of Securities thereunder and the establishment of forms of Securities representing a series of Securities thereunder and, in each case, the definitions therein relating thereto; that he is generally familiar with the other provisions of the Indenture and with the affairs of the Company and its acts and proceedings and that the statements and opinions made by him in this Certificate are based upon such familiarity; and that he has made such examination or investigation as is necessary to enable him to determine whether or not the covenants and conditions referred to above have been complied with; and in his opinion, such covenants and conditions have been complied with.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have hereunto signed their names as of this 19th day of May, 2003.

	By:	/s/ John B. Roche
	John B. Roche
	Chief Financial Officer and Executive Vice President

	By:	/s/ Steven F. Siegel
	Steven F. Siegel
	Executive Vice President and Secretary

Exhibit A

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ITS NOMINEE TO A SUCCESSOR DEPOSITORY OR ITS NOMINEE.

NEW PLAN EXCEL REALTY TRUST, INC.

3.75% Convertible Senior Note due 2023

No. 1		Principal Amount: $100,000,000
		CUSIP: 648053 AB 2

New Plan Excel Realty Trust, Inc., a corporation duly organized and existing under the laws of the State of Maryland (herein referred to as the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $100,000,000, on June 1, 2023.

This Note shall bear interest as specified on the other side of this Note. This Note is convertible and is subject to redemption at the option of the Company and to purchase by the Company at the option of the Holder as specified on the other side of this Note.

Reference is hereby made to the further provisions of this Note set forth herein, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee or its duly appointed authenticating agent by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Dated: May 19, 2003
		NEW PLAN EXCEL REALTY TRUST, INC.

		By:
		Name:
		Title:

Attest:

Steven F. Siegel
Secretary

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated herein referred to in the within-mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee

By:

Authorized Signatory

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[REVERSE SIDE OF GLOBAL SECURITY]

NEW PLAN EXCEL REALTY TRUST, INC.
3.75% CONVERTIBLE SENIOR NOTES DUE 2023

This Note is one of a duly authorized issue of 3.75% Convertible Senior Notes due 2023 (the “Notes”) of New Plan Excel Realty Trust, Inc., a Maryland corporation (including any successor corporation under the Indenture hereinafter referred to, the “Company”), issued pursuant to an Indenture, dated as of February 3, 1999 (the “Base Indenture”), between the Company and U.S. Bank Trust National Association, a national banking association and successor to State Street Bank and Trust, as Trustee (which term includes any successor trustee under the Indenture), as supplemented by an Officers’ Certificate dated as of May 19, 2003 issued pursuant to Sections 301 and 303 of the Base Indenture setting forth the terms of the Notes (the “Officers’ Certificate,” and together with the Base Indenture, the “Indenture”). Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are senior unsecured obligations of the Company limited to $115,000,000 aggregate Principal.

1. INTEREST. This Note shall bear interest at a rate of 3.75% per year on the Principal hereof, from May 19, 2003 or from the most recent Interest Payment Date (as defined below) to which payment has been paid or duly provided for, payable semiannually in arrears on June 1 and December 1 of each year, beginning December 1, 2003 (each an “Interest Payment Date”) to the persons in whose names the Notes are registered at the close of business on May 15 and November 15 (each a “Regular Record Date”) (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

If the Principal hereof or any portion of such Principal is not paid when due (whether upon acceleration, upon the date set for payment of the Redemption Price pursuant to paragraph 4 hereof, upon the date set for payment of a Purchase Price or Fundamental Change Purchase Price pursuant to paragraph 6 hereof or upon the Final Maturity of this Note) or if interest due hereon or any portion of such interest is not paid when due in accordance with this paragraph or paragraph 9 hereof, then in each such case the overdue amount shall bear interest at the rate of 3.75% per annum, compounded semiannually (to the extent that the payment of such interest shall be legally enforceable), which interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand.

2. METHOD OF PAYMENT. Subject to the terms and conditions of the Indenture, the Company shall make payments in respect of the Notes to the Persons who are registered Holders of Notes at the close of business on the Business Day preceding the Redemption Date or Final Maturity, as the case may be, or at the close of business on a Purchase Date or Fundamental Change Purchase Date, as the case may be. Holders must surrender Notes to a Paying Agent to collect such payments in respect of the Notes. The Company shall pay, at the office of the Paying Agent, Common Stock and/or cash amounts, as applicable, in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by check payable in such money mailed to the Holder’s registered address or, with respect to Global Securities, by wire transfer.

3. PAYING AGENT, CONVERSION AGENT AND SECURITY REGISTRAR. Initially, U.S. Bank Trust National Association, a national banking association (the “Trustee”), shall act as Paying Agent, Conversion Agent and Security Registrar. The Company may appoint and change any Paying Agent, Conversion Agent, Security Registrar or co-registrar or approve a change in the office through which any Paying Agent acts without notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Security Registrar or co-registrar.

4. REDEMPTION AT THE OPTION OF THE COMPANY. No sinking fund is provided for the Notes. Prior to June 9, 2008, the Notes will not be redeemable. The Notes are redeemable at any time on or after June 9, 2008 in whole, or in part, at the redemption prices (each, a “Redemption Price”) (expressed as percentages of

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Principal Amount) set forth below, plus any accrued and unpaid interest to but excluding the Redemption Date, if redeemed during the twelve-month period beginning on June 9 of the years indicated below:

Year	Percentage of Principal Amount
2008	101.07	%
2009	100.54	%
2010 and thereafter	100.00	%

5. NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY. Notice of redemption at the option of the Company shall be mailed at least 30 days but not more than 60 days before the Redemption Date to the Trustee, the Paying Agent and each Holder of Notes to be redeemed at the Holder’s registered address. If money sufficient to pay the Redemption Price of all Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to or on the Redemption Date, on and after the Redemption Date interest shall cease to accrue on such Notes or portions thereof. Notes in denominations larger than $1,000 Principal Amount may be redeemed in part but only in integral multiples of $1,000 Principal Amount.

6. PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER; PURCHASE AT THE OPTION OF THE HOLDER UPON A FUNDAMENTAL CHANGE.

(a) Subject to the terms and conditions of the Indenture, a Holder shall have the option to require the Company to purchase the Notes held by such Holder on June 1, 2010, June 1, 2013 and June 1, 2018 (each, a “Purchase Date”) at a purchase price (the “Purchase Price”) equal to the Principal Amount of the Notes to be purchased plus any accrued and unpaid interest to such Purchase Date, upon delivery to the Paying Agent of a Purchase Notice containing the information set forth in the Indenture, from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date and upon delivery of the Notes to the Paying Agent by the Holder as set forth in the Indenture. The Company will pay the Purchase Price in cash, Common Stock or a combination thereof as set forth in the Indenture.

Notes in denominations larger than $1,000 Principal Amount may be purchased in part, but only in integral multiples of $1,000 Principal Amount.

(b) If a Fundamental Change shall occur at any time prior to June 1, 2010, each Holder shall have the right, at such Holder’s option and subject to the terms and conditions of the Indenture, to require the Company to purchase any or all of such Holder’s Notes or any portion of the Principal Amount thereof that is equal to $1,000 or an integral multiple of $1,000 no later than the day that is 35 Business Days after the date of the Company Notice of the occurrence of the Fundamental Change (subject to extension to comply with applicable law) for a Fundamental Change Purchase Price equal to the Principal Amount of Notes purchased plus accrued and unpaid interest to the Fundamental Change Purchase Date, which Fundamental Change Purchase Price shall be paid by the Company in cash, Common Stock or a combination thereof in accordance with the Indenture.

(c) Holders have the right to withdraw any Purchase Notice or Fundamental Change Purchase Notice, as the case may be, by delivery to the Paying Agent of a written notice of withdrawal in accordance with the provisions of the Indenture.

(d) If consideration sufficient to pay a Fundamental Change Purchase Price or Purchase Price, as the case may be, of all Notes or portions thereof to be purchased as of the Purchase Date or the Fundamental Change Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Purchase Date, as the case may be, interest shall cease to accrue on such Notes (or portions thereof) on and after such date, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Purchase Price, as the case may be, upon surrender of such Note).

7. RANKING. The Notes are unsecured senior obligations of the Company and shall rank pari passu in right of payment with all other senior unsecured indebtedness of the Company from time to time outstanding. The Notes are not guaranteed.

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8. CONVERSION. Subject to the procedures set forth in the Indenture, a Holder may convert Notes into Common Stock of the Company (or, at the option of the Company, cash or a combination of cash and shares of Common Stock in accordance with the terms of the Indenture) on or before the close of business on June 1, 2023 during the periods and upon satisfaction of at least one of the conditions set forth below:

(a) in any calendar quarter (and only during such calendar quarter) if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter equals or exceeds 120% of the Conversion Price on such last Trading Day;

(b) in the event that the Company calls the Notes for redemption, at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date; or

(c) in the event that the Company becomes a party to a consolidation, merger or binding share exchange pursuant to which the Common Stock would be converted into cash or property (other than securities), at any time from and after the date which is 15 days prior to the anticipated effective date for the transaction until 15 days after the actual effective date of such transaction.

In addition, the Notes will be convertible in accordance with this paragraph if the Company elects to (i) distribute to all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value as determined by the Company’s Board of Directors exceeding 15% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution or (ii) distribute to all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the date of such distribution, shares of Common Stock at less than the Last Reported Sale Price on the Trading Day immediately preceding the declaration date of such distribution. In the case of the foregoing clauses (i) and (ii), the Company must notify the Holders at least 20 Business Days immediately prior to the ex-dividend date for such distribution. Once the Company has given such notice, Holders may surrender their Notes for conversion at any time thereafter until the earlier of the close of business on the Business Day prior to the ex-dividend date or the Company’s announcement that such distribution will not take place. Notwithstanding the foregoing, a Holder may not exercise the foregoing right to convert if the Holder, in its capacity as a Holder, may participate in the distribution without converting his Notes. The ex-dividend date is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant dividend from the seller of the Common Stock to its buyer.

If the Company engages in certain reclassifications of Common Stock or is a party to a consolidation, merger, binding share exchange or transfer of all or substantially all of the Company’s assets pursuant to which the Common Stock is converted into cash, securities or other property, then at the effective time of the transaction, the right to convert a Note will be changed into the right to convert a Note into the kind and amount of cash, securities or other property that the Holder would have received if the Holder had converted its Notes immediately prior to the transaction and received Common Stock. If the Company engages in any transaction described in the preceding sentence, the Conversion Rate will not be adjusted.

Notes in respect of which a Holder has delivered a notice of exercise of an option to require the Company to purchase such Notes pursuant to paragraph 6 hereof may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture.

The initial Conversion Rate is 40 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company shall deliver cash or a check in lieu of any fractional share of Common Stock. The cash payment for fractional shares will be based on the Last Reported Sale Price of the Common Stock on the Trading Day immediately prior to the Conversion Date.

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Holders of Notes at the close of business on a Regular Record Date will receive payment of interest payable on the corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after the close of business on such Regular Record Date. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date, except for Notes to be redeemed within this period or on the corresponding Interest Payment Date, must be accompanied by payment of an amount equal to the interest that the Holder is to receive on the Notes. Except as described above, no payment or adjustment will be made for accrued interest on converted Notes.

To convert the Notes a Holder must (1) complete and manually sign the conversion notice on the back of the Notes (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent at the office maintained by the Conversion Agent for such purpose, (2) surrender the Notes to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee, (4) pay any transfer or similar tax, if required and (5) pay funds equal to the interest payable on the next Interest Payment Date, if required.

A Holder may convert a portion of the Notes only if the Principal Amount of such portion is $1,000 or a multiple of $1,000. No payment or adjustment shall be made for dividends on the Common Stock except as provided in the Indenture.

Holders of Notes are subject to the ownership restrictions contained in the Articles of Incorporation of the Company. For this purpose, a Holder of Notes will be treated as owning the shares of Common Stock into which the Notes could be converted.

9. DEFAULTED INTEREST. Except as otherwise specified with respect to the Notes, any Defaulted Interest on any Note shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date or accrual date, as the case may be, by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 307 of the Base Indenture.

10. DENOMINATIONS; TRANSFER; EXCHANGE. The Notes are in registered form, without coupons, in denominations of $1,000 Principal Amount and multiples of $1,000. A Holder may transfer or convert Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. In the event of any redemption of fewer than all of the outstanding Notes, the Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or issue, register the transfer of or exchange any Notes for a period of 15 days before the mailing of the redemption notice. In addition, the Registrar need not register the transfer of or exchange any Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice has been given and not withdrawn (except, in the case of a Note to be purchased in part, the portion of the Note not to be purchased).

11. PERSONS DEEMED OWNERS. The registered Holder of this Note may be treated as the owner of this Note for all purposes.

12. UNCLAIMED MONEY OR PROPERTY. The Trustee and the Paying Agent shall return to the Company upon written request any money or property held by them for the payment of any amount with respect to the Notes that remains unclaimed for two years, provided, however, that the Trustee or such Paying Agent, before being required to make any such return, shall at the expense of the Company cause to be published once in a newspaper of general circulation in The City of New York notice that such money or property remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed money or property then remaining shall be returned to the Company. After return to the Company, Holders entitled to the money or property must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person.

13. AMENDMENT; WAIVER. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in aggregate Principal Amount of the Notes at the time outstanding and (ii) certain defaults or noncompliance with certain provisions may be waived with the written consent of the Holders of a majority in aggregate Principal Amount of the Notes at the

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time outstanding. The Indenture or the Notes may be amended without the consent of any Holders under circumstances set forth in Section 901 of the Base Indenture.

14. DEFAULTS AND REMEDIES. If an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate Principal Amount of the Notes at the time outstanding, may declare the Principal Amount and any accrued and unpaid interest, of all the Notes to be due and payable in the manner and with the effect provided in the Indenture. Certain events of bankruptcy or insolvency are Events of Default which shall result in the Notes being declared due and payable immediately upon the occurrence of such Events of Default.

Events of Default in respect of the Notes are set forth in Section 4.13 of the Officers’ Certificate and Section 501 of the Base Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives satisfactory indemnity or security. Subject to certain limitations, conditions and exceptions, Holders of a majority in aggregate Principal Amount of the Notes at the time outstanding may direct the Trustee in its exercise of any trust or power, including the annulment of a declaration of acceleration. The Trustee may withhold from Holders notice of any continuing default (except a default in payment on any Notes) if it determines that withholding notice is in their interests.

15. CONSOLIDATION, MERGER, AND SALE OF ASSETS. In the event of a consolidation, merger, or sale of assets to convey, transfer or lease all or substantially all of the Company’s property or assets as described in Section 801 of the Base Indenture, the successor corporation to the Company shall succeed to and be substituted for the Company, and may exercise the Company’s rights and powers under this Indenture, and thereafter, except in the case of a lease, the Company shall be relieved of all obligations and covenants under the Indenture and the Notes.

16. TRUSTEE AND AGENT DEALINGS WITH THE COMPANY. The Trustee, Paying Agent, Conversion Agent and Registrar under the Indenture, each in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and may collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee, Paying Agent, Conversion Agent or Registrar.

17. CALCULATIONS IN RESPECT OF THE NOTES. The Company will be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determination of the Market Price, accrued interest payable on the Notes and Conversion Price of the Notes. The Company will make these calculations in good faith and, absent manifest error, these calculations will be final and binding on the Holders. The Company will provide to each of the Trustee and the Conversion Agent a schedule of its calculations and each of the Trustee and the Conversion Agent is entitled to rely upon the accuracy of such calculations without independent verification. The Trustee will forward the Company’s calculations to any Holder upon the request of such Holder.

18. NO RECOURSE AGAINST OTHERS. A past, present or future director, officer, employee or controlling person, as such, of the Company or any subsidiary of the Company or any stockholder as such, of the Company shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

19. AUTHENTICATION. This Note shall not be valid until an authorized officer of the Trustee or authenticating agent manually signs the Trustee’s Certificate of Authentication on the other side of this Note.

20. GOVERNING LAW. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of law rules of said state.

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FORM OF CONVERSION NOTICE

To: New Plan Excel Realty Trust, Inc.

The undersigned registered holder of this Note hereby exercises the option to convert this Note, or portion hereof (which is $1,000 Principal Amount or an integral multiple thereof) designated below, for shares of Common Stock of New Plan Excel Realty Trust, Inc. (or, if the Company elects in accordance with Section 4.12(d) of the Officers’ Certificate, cash) in accordance with the terms of the Indenture referred to in this Note, and directs that the shares, if any, issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto.

This notice shall be deemed to be an irrevocable exercise of the option to convert this Note, unless the Company elects to pay cash for any portion of the shares otherwise issuable to the undersigned, in which case the undersigned may retract this notice in accordance with Section 4.12 of the Officers’ Certificate.


Dated:


		Signature(s)
	Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder.
		Signature Guarantee
Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder:


(Name)		Principal Amount to be converted (if less than all):

		$ ,000
(Street Address)
		Social Security or Other Taxpayer Number
(City, state and zip code)

Please print name and address

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FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE

To: New Plan Excel Realty Trust, Inc.

The undersigned registered holder of this Note hereby acknowledges receipt of a notice from New Plan Excel Realty Trust, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 Principal Amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Note and directs that payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto.


Dated:
				Signature(s)


				Principal Amount to be purchased (if less than all): $ ,000


				Social Security or Other Tapayer Number
Fill in for registration of Notes (or shares of Common Stock) if to be issued other than to and in the name of registered holder:


(Name)


(Street Address)


(City, state and zip code)

Please print name and address

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FORM OF PURCHASE NOTICE

To: New Plan Excel Realty Trust, Inc.

The undersigned registered holder of this Note hereby acknowledges receipt of a notice from New Plan Excel Realty Trust, Inc. (the “Company”) as to the holder’s option to require the Company to repurchase this Note and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 Principal Amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Note and directs that payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto.


Dated:
				Signature(s)


				Principal Amount to be purchased (if less than all): $ ,000


				Social Security or Other Taxpayer Number
Fill in for registration of Notes (or shares of Common Stock) if to be issued other than to and in the name of registered holder:


(Name)


(Street Address)


(City, state and zip code)
Please print name and address

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ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


Please Insert Social Security or Other Identifying Number of Assignee





(Please Print or Typewrite Name and Address, Including Postal Zip Code of Assignee)


the within Note and all rights thereunder and hereby irrevocably constitutes and appoints

	Attorney to transfer said Note on the books of the Company, with full power of substitution in the premises.

Dated:		Signature:

NOTICE:	The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever.

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