First Supplemental Indenture, dated as of December 15, 2006

 

 

First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

ARTICLE THREE
AMENDMENTS TO INDENTURE SECTIONS

     The following amendments to the Indenture shall apply only to the Notes and not to any other series of Securities issued under the Indenture and shall be effective for so long as any Notes remain Outstanding. The Indenture is amended by the First Supplemental Indenture solely with respect to the Notes, as follows:

     Section 3.01. Amendments to Article Five.

          (a) Solely with respect to the Notes, Section 5.01 of the Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof:

          “SECTION 5.01. Events of Default. “Event of Default”, wherever used in the Indenture or the First Supplemental Indenture with respect to the Notes, shall mean any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (1) default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days; or

     (2) default in the payment of the principal of (or premium, if any, on), Purchase Price, Redemption Price or Repurchase Price of any Note at Maturity, and continuance of such default for five Business Days; or

     (3) failure by the Company to provide notice of a Change of Control in accordance with the terms of Article Four of the First Supplemental Indenture; or

     (4) default in the performance, or breach, of any covenant or warranty of the Company in the Indenture or the First Supplemental Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in the Indenture solely for the benefit of a series of Securities other than the Notes), and continuance of such default or breach for a period of 90 days (subject to reduction pursuant to Section 7.03(a) of the Indenture as amended by the First Supplemental Indenture if the 15-day period referred to therein has been extended as provided therein) after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

     (5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under the National Bankruptcy Act or any other similar Federal or State law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or

     (6) the commencement by the Company of a voluntary case or proceeding under the National Bankruptcy Act or any other similar Federal or State law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under the National Bankruptcy Act or any other similar Federal or State law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company, or the filing by the Company of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by the Company to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of the property of the Company, or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as they become due; or

     (7) default in the delivery when due of all shares of Common Stock and any Cash payable upon conversion with respect to the Notes, which default continues for 15 days.”

     (b) Solely with respect to the Notes, Section 5.02 of the Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof:

     “SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default, other than pursuant to Section 5.01(5) and (6) of the Indenture, with respect to the Notes occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal amount of all of the Notes plus accrued and unpaid interest, if any, on the Notes accrued through the date of such declaration to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and accrued interest shall become immediately due and payable. In the case of Events of Default occurring under Sections 5.01(5) and (6) of the Indenture, the principal amount of the Notes plus accrued and unpaid interest, if any, accrued thereon through the occurrence of such event shall automatically become and be immediately due and payable.

     At any time after such a declaration of acceleration with respect to the Notes has been made or occurred and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Notes, by written notice to the Company and the Trustee may waive all defaults and rescind and annul such declaration and its consequences if:

     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay:

     (A) all overdue interest on all Notes,

     (B) the principal of (and premium, if any, on) with respect to any Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Notes,

     (C) to the extent that payment of such interest is enforceable under applicable law, interest upon overdue interest to the date of such payment or deposit at the rate or rates prescribed therefor in the Notes or, if no such rate or rates are so prescribed, at the rate borne by the Notes during the period of such default, and

     (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

     and

          (2) all Events of Default with respect to Notes, other than the non-payment of the principal of Notes and accrued interest which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13 of the Indenture.

No such waiver or rescission and annulment shall affect any subsequent default or impair any right consequent thereon.”

     Section 3.02. Amendment to Article Seven.

          (a) Solely with respect to the Notes, Section 7.03(a) of the Indenture shall be amended and restated in its entirety by inserting the following text in lieu thereof:

     “(a) The Company covenants and agrees to furnish to the Trustee copies of the Company’s annual reports on Form 10-K (or any successor form) and the Company’s quarterly reports on Form 10-Q (or any successor form) within 15 days after the Company shall be required to file the same with the Commission; provided that if the Company is not required to file such reports with the Commission, then within 15 days after the Company would be required to file these reports with the Commission if the Company had a security listed on a U.S. national securities exchange. Such 15-day period shall automatically be extended to the earlier of (a) the date that is five days prior to the date of the occurrence of any event of default (or any comparable term) under any

of the Company’s Existing Debt Securities (other than the Notes) as a result of the Company’s failure to provide annual or quarterly financial statements to the extent required under the related indenture and (b) in the case of audited annual financial statements, within 240 days after the end of the Company’s fiscal year, and in the case of unaudited quarterly financial statements, within 220 days after the end of the respective quarters for each of the first three quarterly periods of each fiscal year of the Company. If the period for filing any report is automatically extended for 85 or more days as described above, then the 90 day cure period for the Company’s failure to comply with the Company’s obligation to file such report shall be reduced to 5 days. If, however, in connection with an event of default under the Company’s Existing Debt Securities (other than the Notes), the period for filing such report is automatically extended for less than 85 days, then the number of days in such cure period shall be reduced to equal the number by which 90 exceeds the number of days of such extension. It is understood and agreed that failure to comply with Section 314(a) of the TIA (or any successor provision thereto) shall not constitute a default or breach for purposes of Section 5.01(4) of the Indenture as amended by the First Supplemental Indenture and, therefore, shall not permit Holders of Notes in such case to declare the principal amount of the Notes to be due and payable immediately pursuant to Section 5.02 of the Indenture as amended by the First Supplemental Indenture.”

     Section 3.03. Amendment to Article Nine.

          (a) Solely with respect to the Notes, Section 9.01(2) of the Indenture shall be amended and restated in its entirety by replacing current clause (2) with the following text:

     “(2) to add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power herein conferred upon the Company or to make other changes which would not adversely affect the interests of the Holders of the Notes in any material respect; or”

          (b) Solely with respect to the Notes, Section 9.01 of the Indenture shall be amended by deleting the period following clause (10) and replacing it with “; or” and inserting the following:

          “(11) to comply with the rules of any applicable securities depositary; or

          (12) to add any guarantor with respect to the Notes.”

     (c) Solely with respect to the Notes, Section 9.01 of the Indenture shall be amended by inserting the following immediately after new clause (12) thereof:

     “No amendment to the Indenture or the First Supplemental Indenture made solely to conform the Indenture or the First Supplemental Indenture to the description of the Notes contained in the Prospectus Supplement and the accompanying prospectus will be deemed to adversely affect the interests of the Holders of Notes. Nothing in the First Supplemental Indenture shall affect the right of the Company and the Trustee to enter into indentures supplemental to the Indenture relating to series of Securities other than the Notes.”

          (d) Solely with respect to the Notes, Section 9.02 of the Indenture shall be amended by replacing the first paragraph with the following:

     “With the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes; provided, however, that no such supplemental indenture shall, without the consent of each Holder of Outstanding Notes affected thereby:

	(i)		change the Stated Maturity of the principal of (or premium, if any, on), or any installment of principal of or interest, if any, on, any Note;
	(ii)		reduce the principal amount or premium, if any, payable at Maturity or upon repurchase or redemption of any Note, or reduce the interest rate of any Note;
	(iii)		make any change that adversely affects the conversion rights or the Conversion Rate of any Note;
	(iv)		make any change that adversely affects the right of a Holder to require the Company to repurchase any Note;
	(v)		impair the right of any Holder of Outstanding Notes to convert or receive payment of principal and interest with respect to any Note or the right to institute suit for the enforcement of any payment with respect to, or conversion of, any Note;
	(vi)		change the place or currency of payment of principal or interest in respect of any Note;
	(vii)		change the amendment provisions which require each Holder’s consent; or
	(viii)		reduce the aforesaid percentage in principal amount of the Notes required for any such supplemental indenture.

14

ARTICLE FOUR
OFFER TO REPURCHASE UPON A DESIGNATED EVENT OR CHANGE IN
CONTROL

     Section 4.01. Offer to Repurchase Upon a Designated Event or Change in Control.

          (a) If there shall have occurred a Designated Event or Change in Control, each Holder shall have the right, at such Holder’s option, to require the Company to purchase all or any portion of such Holder’s Notes not previously repurchased or called for redemption in integral multiples of $1,000 principal amount on a date selected by the Company as specified below (the “Purchase Date”), at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but not including, the Purchase Date (the “Purchase Price”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 4.01(c) of the First Supplemental Indenture; provided that if the Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, interest accrued to the Interest Payment Date will be paid to Holders of the Notes as of the preceding Regular Record Date. With respect to any event that is a Change in Control, the Company shall pay the Purchase Price in Cash. With respect to any Designated Event that is not a Change in Control, the Company shall pay the Purchase Price in shares of Common Stock (or such other consideration into which the shares of Common Stock have been converted or exchanged in connection with such Designated Event) as provided in Section 4.03(b) of the First Supplemental Indenture below.

Notwithstanding the foregoing, Holders will not have the right to require the Company to repurchase the Notes in connection with a Designated Event or Change in Control, and the Company shall not be required to deliver a notice of such Designated Event or Change in Control incidental thereto, if:

     (i) the Closing Sale Price of Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately after the later of the Change in Control or Designated Event or the public announcement thereof, in the case of an acquisition of Capital Stock or resulting from a change in Continuing Directors, or the period of ten consecutive Trading Days ending immediately before the Change in Control or Designated Event, in the case of a merger, consolidation or asset sale, equals or exceeds 105% of the Conversion Price of the Notes in effect on each of those five Trading Days; or

     (ii) at least 90% of the consideration, excluding Cash payments for fractional shares of Common Stock and Cash payments made pursuant to dissenters’ appraisal rights, in a transaction otherwise constituting a Change in Control or Designated Event consists of shares of Common Stock, depositary receipts or other certificates representing common equity interests traded on a U.S. national securities exchange or the NASDAQ Global Market or other similar market, or will be so traded immediately following such transaction, and as a result of such transaction the Notes become convertible solely into such consideration.

          (b) Within 30 days after the occurrence of a Designated Event or Change in Control, the Company shall mail a written notice of such Designated Event or Change in Control, as the case may be, by first-class mail to the Trustee and to each Holder at their addresses shown in the Security Register (and to beneficial owners as required by applicable law). The notice shall include a form of Purchase Notice to be completed by the Holder and shall state:

     (i) briefly, the events causing, and the effective date of, such Designated Event or Change in Control, as the case may be;

     (ii) the date by which the Purchase Notice pursuant to this Section 4.01 must be given;

     (iii) the Purchase Price, and that the Purchase Price will be paid in Cash, in the case of a Change in Control, or shares of Common Stock (or such other consideration into which the shares of Common Stock have been converted or exchanged in connection with such Designated Event) in the case of a Designated Event that is not a Change in Control;

     (iv) the Purchase Date, which date shall be the 30^th Business Day after the date of such notice;

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

     (vi) the then-current Conversion Rate and any adjustments thereto;

     (vii) that Notes with respect to which a Purchase Notice has been given by the Holder may not be converted pursuant to Article 5 of the First Supplemental Indenture;

     (viii) briefly, the procedures a Holder must follow to exercise its rights under this Section 4.01;

     (ix) that Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price;

     (x) that the Purchase Price for any Note as to which a Purchase Notice has been duly given, will be paid on or prior to the first Business Day following the later of the Purchase Date and the time of surrender of such Note;

     (xi) that, unless the Company defaults in making payment of such Purchase Price and interest due, if any, interest on Notes surrendered for purchase will cease to accrue on and after the Purchase Date; and

     (xii) the CUSIP number of the Notes.

          (c) A Holder may exercise its rights specified in Section 4.01(a) of the First Supplemental Indenture by delivery of an irrevocable written notice of purchase (a “Purchase

Notice”) to the Paying Agent at any time prior to the Close of Business on the Purchase Date, stating:

     (i) the certificate number of the Note which the Holder will deliver to be purchased, if Certificated Notes have been issued, or notice compliant with the relevant Depositary procedures if the Notes are not certificated;

     (ii) the portion of the principal amount of the Note which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof; and

     (iii) that such Note shall be purchased pursuant to the terms and conditions specified in Article 4 of the First Supplemental Indenture.

The delivery of such Note to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 4.01 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Purchase Notice.

The Company shall purchase from the Holder thereof, pursuant to this Section 4.01, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture and the First Supplemental Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note.

Any purchase by the Company contemplated pursuant to the provisions of this Section 4.01 shall be consummated by the delivery of the consideration to be received by the Holder on or prior to the first Business Day following the later of the Purchase Date and the time of delivery of the Note to the Paying Agent in accordance with this Section 4.01.

The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice.

     Section 4.02. Effect of Purchase Notice. Upon receipt by the Paying Agent of the Purchase Notice specified in Section 4.01(c) of the First Supplemental Indenture, the Holder of the Note in respect of which such Purchase Notice was given shall thereafter be entitled to receive solely the Purchase Price, with respect to such Note. Such Purchase Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, on or prior to the first Business Day following the later of (x) the Purchase Date, with respect to such Note (provided the conditions in Section 4.01(c) of the First Supplemental Indenture have been satisfied) and (y) the time of delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 4.01(c) of the First Supplemental Indenture. Notes in respect of which a Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 5 of the First Supplemental Indenture on or after the date of the delivery of such Purchase Notice unless such Purchase Notice.

     Section 4.03. Deposit of Purchase Price. (a) Prior to 11:00 a.m. (New York City time) on or prior to the first Business Day following the Purchase Date in connection with a Change in Control, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall

segregate and hold in trust as provided in Section 10.03 of the Indenture) an amount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Purchase Price of all the Notes or portions thereof which are to be purchased as of the Purchase Date.

If the Trustee or the Paying Agent holds money sufficient to pay the Purchase Price of a Note on the first Business Day following the Purchase Date in accordance with the terms hereof, then, immediately after the Purchase Date, interest on such Note will cease to accrue, whether or not the Note is delivered to the Trustee or the Paying Agent, and all other rights of the Holder shall terminate, other than the right to receive the Purchase Price upon delivery of the Note.

     (b) Prior to 11:00 a.m. (New York City time) on or prior to the first Business Day following the Purchase Date in connection with a Designated Event that is not a Change in Control, the Company shall deposit with the Trustee or with the Paying Agent a number of shares of Common Stock (or other consideration into which the shares of Common Stock have been converted in connection with the Designated Event) calculated in accordance with the formula set forth below sufficient to pay the aggregate Purchase Price of all the Notes or portions thereof which are to be purchased as of the Purchase Date. In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in the transaction constituting a Designated Event, the type and amount of consideration that Holders of Notes will receive upon purchase will be deemed to be the weighted average of the type and amount of consideration received by holders of Common Stock as a result of such transaction.

The number of shares of Common Stock (or amount of other consideration) to be delivered upon purchase in connection with such a Designated Event shall be determined as follows:

		Purchase Price   Applicable Settlement Value

The Company will not issue fractional shares of Common Stock (or transfer any fractional interests in any other consideration). The Company shall pay cash for all fractional shares of Common Stock (or fractional interests in any other consideration) (calculated on an aggregate basis for Notes delivered for purchase by any Holder) based on the Applicable Settlement Value.

All shares of Common Stock that may be issued upon purchase of Notes shall upon issuance be fully paid and nonassessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. The Company covenants to list such Common Stock on the principal national securities exchange on which the Common Stock is then listed in accordance with the provisions of such exchange.

If the Trustee or the Paying Agent holds shares of Common Stock (or other consideration) sufficient to pay the Purchase Price of a Note on the first Business Day following the Purchase Date in accordance with the terms hereof, then, immediately after the Purchase Date, interest on such Note will cease to accrue, whether or not the Note is delivered to the Trustee or the Paying

Agent, and all other rights of the Holder shall terminate, other than the right to receive the Purchase Price upon delivery of the Note.

     Section 4.04. Notes Purchased In Part. Any Note which is 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 shall authenticate and deliver to the Holder of such Note, without service charge, a new Note or 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 Note so surrendered that is not purchased.

     Section 4.05. Covenant To Comply With Securities Laws Upon Repurchase of Notes. When complying with the provisions of this Article Four, and subject to any exemptions available under applicable law, the Company shall:

          (a) comply in all material respects with the applicable provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision and any other issuer tender offer rules) under the Exchange Act, as then applicable;

          (b) file the related Schedule TO (or any applicable successor schedule, form or report) if then required, or any other then required schedule, form or report, under the Exchange Act; and

          (c) otherwise comply with all federal and state securities laws.

To the extent that the provisions of any securities laws or regulations conflict with the provisions of Article Four of the First Supplemental Indenture, the Company’s compliance with such laws and regulations shall not in and of itself cause a breach of its obligations under Article Four of the First Supplemental Indenture.

     Section 4.06. Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash or other property that remains unclaimed for two years, subject to applicable unclaimed property law, together with interest, if any, thereon held by them for the payment of the Purchase Price; provided however, that to the extent that the aggregate amount of cash or other property deposited by the Company pursuant to Section 4.03 of the First Supplemental Indenture exceeds the aggregate Purchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Purchase Date, then on the Business Day following the Purchase Date, the Trustee or Paying Agent, as applicable, shall return any such excess to the Company. Thereafter, any Holder entitled to payment must look to the Company for payment as general creditors, unless an applicable abandoned property law designates another Person.

ARTICLE FIVE
CONVERSION OF SECURITIES

     Section 5.01. Right to Convert.

          (a) Subject to and upon compliance with the provisions of the First Supplemental Indenture, a Holder shall have the right, at any time and from time to time, to convert any Note or any portion of the principal amount thereof which is an integral multiple of $1,000, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Rate in effect at the time of conversion at any time prior to the Close of Business on the Trading Day immediately preceding the Stated Maturity of the Notes or, if earlier, the Close of Business on the Conversion Rights Termination Date, subject to prior redemption or repurchase of the Notes, subject to the Company’s right to elect to satisfy any portion of its Conversion Obligations in Cash or any other manner permitted pursuant to Section 5.04 of the First Supplemental Indenture. In the event any Notes are called for redemption, a Holder may not convert such Notes at any time after the Close of Business on the second Business Day immediately preceding the Redemption Date.

          (b) Subject to Sections 5.02, 5.03 and 5.04 of the First Supplemental Indenture, each Note shall be convertible at the office of the Conversion Agent accompanied by a duly signed and completed Conversion Notice.

          (c) The rate at which shares of Common Stock shall be delivered upon conversion (the “Conversion Rate”) shall be initially 108.6957 shares of Common Stock for each $1,000 principal amount of Notes, subject to adjustment, in certain instances, as provided in Section 5.09 of the First Supplemental Indenture, and further subject to increase in certain instances, as provided in Section 5.08 of the First Supplemental Indenture.

          (d) A Note in respect of which a Holder has delivered a Purchase Notice or Repurchase Notice, as the case may be, exercising the option of such Holder to require the Company to purchase such Note shall not be converted, unless, in the case of a Repurchase Notice, such notice is withdrawn in accordance with Section 6.02 of the First Supplemental Indenture.

          (e) Notwithstanding any other provision of the Notes or the First Supplemental Indenture, all Holders’ rights with respect to conversion of the Notes and the Company’s obligation to deliver shares of Common Stock at the Conversion Rate upon such conversion (the “Conversion Obligation”), are subject, in their entirety, to the Company’ right, in its sole and absolute discretion, to elect to satisfy such Conversion Obligation in any manner permitted pursuant to Section 5.04 of the First Supplemental Indenture.

     Section 5.02. Right to Terminate Conversion Rights.

          (a) The Company may elect, in its sole discretion, upon at least 30 and not more than 60 days’ notice, to terminate the Holders’ rights to convert the Notes on or after December 20, 2013, if the Closing Sale Price of Common Stock exceeds 140% of the then applicable Conversion Price for 20 Trading Days in any consecutive 30 Trading Day period

ending on the Trading Day either (a) five Trading Days prior to the mailing of the notice of termination of conversion rights (the “Termination Notice”), provided that the Closing Sale Price of Common Stock on such 30th Trading Day exceeded 140% of the then applicable Conversion Price, or (b) immediately prior to the mailing of the Termination Notice, regardless of the price of Common Stock on such 30th Trading Day (such date of termination of conversion rights is referred to herein as the “Conversion Rights Termination Date”).

          (b) If the Company makes the election pursuant to Section 5.02(a) of the First Supplemental Indenture, the Company shall notify the Trustee and the Holders at their addresses shown in the Security Register and the Company shall, on a date not less than 30 days prior to the Conversion Rights Termination Date, disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News or other similarly broad public medium that is customary for such press releases.

     Section 5.03. Conversion Procedures.

          (a) To convert a Note that is represented by a Certificated Note, a Holder must (1) complete and manually sign the Notice of Conversion or a facsimile of the Notice of Conversion on the back of the Note in substantially the form set forth in Exhibit A attached hereto (the “Conversion Notice”) and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required by the Conversion Agent, furnish appropriate endorsement and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay funds equal to the interest payable on the next Interest Payment Date. To convert a Note represented by a Global Note, a Holder must convert by book-entry transfer to the Conversion Agent through the facilities of Depositary and otherwise comply with the provisions of clauses (3), (4) and (5) above, if applicable. The date on which the Holder satisfies all of the requirements is the “Conversion Date.”

          (b) No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 5. Upon conversion of a Note, a Holder shall not receive, except as described below, any Cash payment representing accrued interest. Upon conversion of a Note, any accrued and unpaid interest with respect to such Note shall not be cancelled, extinguished or forfeited bur rather shall be deemed paid in full to the Holder of such Note through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, in exchange for the Note being converted pursuant to the provisions hereof, and the fair market value of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, shall be treated as issued, to the extent thereof, first in exchange for any accrued and unpaid interest, and the balance, if any, of such fair market value shall be treated as issued in exchange for the principal amount of Notes being converted pursuant to the provisions hereof. Notwithstanding the preceding sentence (but without limiting to Holder’s obligation in Section 5.03(e) of the First Supplemental Indenture), upon conversion of a Note during the period from the Close of Business on any Regular Record Date immediately preceding any Interest Payment Date to the Close of Business on the Business Day immediately preceding such Interest Payment Date, the Holder on such Regular Record Date shall receive the interest payable on such Interest Payment Date.

          (c) If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Notes converted.

          (d) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note equal in principal amount to the principal amount of the unconverted portion of the Notes surrendered.

          (e) Notes or portions thereof surrendered for conversion during the period from the Close of Business on any Regular Record Date immediately preceding any Interest Payment Date to the Close of Business on the Business Day immediately preceding such Interest Payment Date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date with respect to the principal amount of Notes or portions thereof being surrendered for conversion; provided that no such payment need be made with respect to conversions during such period if the Company has given notice during the relevant interest period of (1) redemption of the Notes being converted, (2) a Designated Event or Change of Control and the Note is being converted prior to the applicable Purchase Date or (3) a termination of the Holders’ conversion rights pursuant to Section 5.02 of the First Supplemental Indenture.

          (f) If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered for conversion on the next succeeding day that is a Business Day.

          (g) The Company has initially appointed the Trustee as Conversion Agent. The Company may terminate the appointment of any Conversion Agent or appoint additional or other Conversion Agents. Notice of any termination or appointment and of any change in the office through which any Conversion Agent will act shall be given in accordance with Section 17.03 of the Indenture.

     Section 5.04. Settlement upon Conversion.

          (a) Unless the Company has irrevocably elected net share settlement upon conversion pursuant to Section 5.04(d) of the First Supplemental Indenture, the Company shall inform the Holders through the Trustee of the method it will choose to satisfy its Conversion Obligations at any time on or before the date that is two Trading Days following the Company’s receipt of a Notice of Conversion (such period, the “Settlement Notice Period”). If the Company fails to provide notice within the Settlement Notice Period, the Company shall satisfy its Conversion Obligations only in shares of Common Stock (and cash in lieu of fractional shares), unless the Company has irrevocably elected net share settlement pursuant to Section 5.04(d) of the First Supplemental Indenture. If the Company chooses to satisfy any portion of its Conversion Obligations in cash, it will specify the amount to be satisfied in cash as a percentage of the Conversion Obligations or a fixed dollar amount. The Company shall treat all Holders converting on the same Trading Day in the same manner; however, the Company shall not have any obligation to settle Conversion Obligations arising on different Trading Days in the same manner.

          (b) If the Company elects to satisfy any portion of its Conversion Obligations in cash (other than cash in lieu of fractional shares), a Holder may retract its Conversion Notice at any time during the two Trading Day period beginning on the Trading Day after the Company has notified the Trustee of its method of settlement (the “Conversion Retraction Period”), provided that no such retraction can be made (and a Conversion Notice shall be irrevocable) if: (i) the Company has irrevocably elected net share settlement upon conversion of the Notes prior to a Holder’s delivery of a Conversion Notice, (ii) a Holder is converting its Notes during the period beginning on the date the Company issued a notice of redemption and ending on the related Redemption Date or (iii) a Holder is converting its Notes during the period beginning 25 Trading Days immediately preceding the Stated Maturity and ending one Trading Day immediately preceding the Stated Maturity, even if the Company has not otherwise notified the Holder prior to the Conversion Date of its settlement method election.

The Company may, in lieu of sending individual notices of its election, send one notice to all Holders of the method the Company chooses to satisfy its Conversion Obligation for conversions following delivery of a notice of redemption, Termination Notice or on or following the 25^th Trading Day immediately preceding the Stated Maturity.

          (c) With respect to any Conversion Notice received by the Company, the consideration to be distributed (“Conversion Settlement Distribution”) for any Note subject to such Conversion Notice shall consist of cash, Common Stock or a combination thereof, as selected by the Company as set forth in this clause (c) and clause (d) below:

     (i) 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 (A) the aggregate principal amount of the Notes to be converted divided by $1,000, multiplied by (B) the then applicable Conversion Rate, plus cash for any fractional shares pursuant to Section 5.05 of the First Supplemental Indenture;

     (ii) 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:

     (A) a number equal to the product of (x) the aggregate principal amount of Notes to be converted divided by $1,000 multiplied by (y) the then applicable Conversion Rate, and

     (B) the average Closing Sale Price of the Common Stock for the 20 Trading Day period beginning on: (1) for Notes converted during the period beginning on the 30^th day immediately prior to the Stated Maturity or the Conversion Rights Termination Date, the third Trading Day after the Stated Maturity or the Conversion Rights Termination Date, as the case may be, and (2) in all other instances, the third Trading Day immediately after the Conversion Date (the “Cash Settlement Averaging Period”); and

     (iii) if the Company elects to satisfy a percentage or fixed amount (other than 100%) of the Conversion Obligation per $1,000 principal amount of Notes in cash, the

Conversion Settlement Distribution shall consist of the amount of cash so elected (“Cash Amount”) and a number of shares of Common Stock per $1,000 principal amount of Notes equal to the sum, for each Trading Day of the Cash Settlement Averaging Period, of the greater of:

     (A) zero, and

     (B) a number of shares determined by the following formula:

(Closing Sale Price of Common Stock on such Trading Day x applicable Conversion Rate) – Cash Amount
Closing Sale Price of Common Stock on such Trading Day x 20

          (d) Notwithstanding anything to the contrary in the First Supplemental Indenture, at any time on prior to the 26^th Trading Day immediately preceding the Stated Maturity, the Company may irrevocably elect, in its sole discretion without the consent of the Holders of the Notes, by written notice to the Trustee and the Holders of the Notes to satisfy its Conversion Obligation for all Notes to be converted after the date of such election with a combination of cash in an amount equal to the lower of (a) the Conversion Value and (b) the aggregate principal amount of the Notes to be converted, and shares of Common Stock representing the excess, if any, of such Conversion Value over such aggregate principal amount. The number of shares of Common Stock so to be delivered per $1,000 principal amount of Notes for such excess, if any, will be equal to the sum, for each Trading Day in the Cash Settlement Averaging Period, of the greater of:

     (A) zero, and

     (B) a number of shares determined by the following formula:

(Closing Sale Price of Common Stock on such Trading Day x applicable Conversion Rate) – $1,000
Closing Sale Price of Common Stock on such Trading Day x 20

          (e) The Company shall settle its Conversion Obligations (i) on the third Trading Day following the final Trading Day of the Cash Settlement Averaging Period if it elects to satisfy its Conversion Obligations partially or entirely in cash and (ii) as soon as practicable after the Company elects to satisfy its Conversion Obligations entirely in shares of Common Stock or the Company is required to, or fails to, notify Holders of its election not to satisfy its Conversion Obligations partially or entirely in cash as provided in Section 5.04(a) of the First Supplemental Indenture.

     Section 5.05. Fractional Shares. The Company shall not issue a fractional share of Common Stock upon conversion of a Note. However, if the Company elects to satisfy the entire Conversion Obligation with shares of Common Stock, the Company shall pay cash for all fractional shares of Common Stock (calculated on an aggregate basis for the Notes surrendered by a Holder for conversion) based on the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion Date. Similarly, if the Company elects to satisfy a percentage or fixed amount of the Conversion Obligation in Cash, the Company shall pay cash for fractional shares of Common Stock (calculated on an aggregate basis for the Notes

surrendered by a Holder for conversion) based on the Closing Sale Price of the Common Stock on the last Trading Day of the Cash Settlement Averaging Period.

     Section 5.06. Taxes on Conversion. If a Holder converts a Note, the Company shall pay any taxes or duties relating to the issue or delivery of Common Stock upon conversion of the Note. 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 will be due because the Common Stock is to be delivered in a name other than the Holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations.

     Section 5.07. Reservation of Shares, Shares to be Fully Paid; Listing of Common Stock.

          (a) The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for the conversion of the Notes from time to time as such Notes are presented for conversion.

          (b) All shares of Common Stock that may be issued upon conversion of Notes shall upon issuance be fully paid and nonassessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

          (c) The Company shall, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion of the Note; provided, however, that, if the rules of such exchange or automated quotation system permit the Company to defer the listing of such Common Stock until the first conversion of the Notes into Common Stock in accordance with the provisions of the First Supplemental Indenture, the Company covenants to list such Common Stock issuable upon conversion of the Notes in accordance with the requirements of such exchange or automated quotation system at such time.

     Section 5.08. Adjustment to the Conversion Rate upon a Designated Event.

          (a) Subject to the terms and conditions of this Section 5.08, if a Designated Event occurs on or prior to December 20, 2016, and a Holder elects to convert its Notes in connection with such Designated Event, the Company shall increase the Conversion Rate for the Notes surrendered for conversion by a number of additional shares of Common Stock (the “Make-Whole Shares”), as described in this Section 5.08. A conversion of Notes shall be deemed for the purposes of this Section 5.08 to be “in connection with” a Designated Event if such Notes are surrendered for conversion during the period commencing on the effective date of such transaction (the “Effective Date”) and ending on the Purchase Date in connection with such transaction, if applicable or, if there is no Purchase Date, ending on the 30th day following the Effective Date of such transaction.

Notwithstanding the foregoing, no increase in the Conversion Rate shall be made in the case of any Designated Event if at least 90% of the consideration, excluding cash payments for fractional shares of Common Stock and cash payments made pursuant to dissenters’ appraisal rights, in a transaction otherwise constituting a Designated Event consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded on a U.S. national securities exchange or the NASDAQ Global Market or other similar market, or will be so traded immediately following such transaction, and as a result of such transaction the Notes become convertible solely into such consideration.

          (b) The Company shall mail a notice to Holders and issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News or other similarly broad public medium that is customary for such press releases no later than 20 days prior to the anticipated Effective Date for such Designated Event. The failure to deliver such notice or issue such press release shall not affect the validity of such transaction.

          (c) The number of Make-Whole Shares shall be determined by reference to the table below in (d)(ii) of this Section and shall be based on the Effective Date and the Applicable Price in connection with such Designated Event.

          (d) (i) The stock prices set forth in the first row of the table below (i.e., the column headers), shall be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted stock prices will equal the Applicable Prices in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to the adjustment giving rise to the Applicable Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Make-Whole Shares will be subject to adjustment in the same manner as the Conversion Rate as set forth under Section 5.09 of the First Supplemental Indenture.

               (ii) The following table sets forth the number of Make-Whole Shares to be added to the Conversion Rate per $1,000 principal amount of Notes:

		Applicable Price
Effective Date		$	7.36			$	8.00			$	9.00			$	10.00			$	11.00			$	12.00			$	13.00			$	14.00			$	20.00			$	25.00			$	30.00			$	50.00
December 15, 2006			27.1739				25.9493				21.4781				18.1035				15.4836				13.4012				11.7128				10.3206				5.3971				3.4001				2.2009				0.0000
December 15, 2007			27.1739				25.6222				21.0635				17.6504				15.0212				12.9465				11.2757				9.9065				5.1333				3.2269				2.0876				0.0000
December 15, 2008			27.1739				25.2362				20.5592				17.0907				14.4438				12.3741				10.7217				9.3784				4.7863				2.9953				1.9343				0.0000
December 15, 2009			27.1739				24.9915				20.1410				16.5763				13.8813				11.7941				10.1435				8.8141				4.3819				2.7131				1.7410				0.0000
December 15, 2010			27.1739				24.1951				19.1318				15.4615				12.7291				10.6472				9.0284				7.7468				3.6726				2.2392				1.4276				0.0000
December 15, 2011			27.1739				23.1488				17.7625				13.9197				11.1160				9.0392				7.4597				6.2446				2.7029				1.6140				1.0274				0.0000
December 15, 2012			27.1739				21.9141				15.9745				11.7968				8.8114				6.6783				5.1437				4.0346				1.4097				0.8381				0.5479				0.0000
December 15, 2013			27.1739				21.1933				14.4133				9.3503				5.4445				2.5278				0.6971				0.1041				0.0072				0.0017				0.0000				0.0000
December 15, 2014			27.1739				20.9295				13.8798				8.8214				5.0553				2.2484				0.0000				0.0000				0.0000				0.0000				0.0000				0.0000
December 15, 2015			27.1739				19.3770				11.9211				7.1020				3.8867				1.6924				0.0000				0.0000				0.0000				0.0000				0.0000				0.0000
December 20, 2016			27.1739				16.3043				2.4155				0.0000				0.0000				0.0000				0.0000				0.0000				0.0000				0.0000				0.0000				0.0000

          (e) If the exact Applicable Price and Effective Date are not set forth in the table above, then:

     (i) if the actual Applicable Price is between two Applicable Prices in the table or the Effective Date is between two Effective Dates in the table, the Make-Whole Shares issued upon conversion of the Notes shall be determined by a straight-line interpolation between the number Make-Whole Shares set forth for the higher and lower Applicable Prices and/or the earlier and later Effective Dates in the table, based on a 365-day year, as applicable;

     (ii) if the actual Applicable Price is equal to or in excess of $50.00 per share, subject to adjustment as set forth in Section 5.08(d)(i) of the First Supplemental Indenture, no Make-Whole Shares shall be issued upon conversion of the Notes; and

     (iii) if the Applicable Price is equal to or less than $7.36 per share, subject to adjustment as set forth in Section 5.08(d)(i) of the First Supplemental Indenture, no Make-Whole Shares shall be issued upon conversion of the Notes.

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          (f) Notwithstanding the foregoing, in no event shall the Company increase the Conversion Rate if the increase shall cause the Conversion Rate to exceed 135.8696 shares per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Conversion Rate as set forth in Section 5.09(a)(1) through (a)(4) of the First Supplemental Indenture.

     Section 5.09. Conversion Rate Adjustments.

          (a) The Conversion Rate shall be adjusted for the following events:

(1) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Conversion Rate will be adjusted based on the following formula:

		where,
		CR0		=		the Conversion Rate in effect at the Close of Business on the Record Date
		CR1		=		the Conversion Rate in effect immediately after the Record Date
		OS0		=		the number of shares of Common Stock outstanding at the Close of Business on the Record Date
		OS1		=		the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event

          Such adjustment shall become effective immediately after the Record Date. If any dividend or distribution or subdivision or combination of the type described in Section 5.09(a)(1) of the First Supplemental Indenture is declared but 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 or subdivision or combination had not been declared.

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     (2) The issuance to all holders of Common Stock of rights or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a conversion price per share less than) the Current Market Price of Common Stock, in which event the Conversion Rate will be adjusted based on the following formula:

		where,
		CR0		=		the Conversion Rate in effect at the Close of Business on the Record Date
		CR1		=		the Conversion Rate in effect immediately after the Record Date
		OS0		=		the number of shares of Common Stock outstanding at the Close of Business on the Record Date
		X		=		the total number of shares of Common Stock issuable pursuant to such rights or warrants
		Y		=		the aggregate price payable to exercise such rights or warrants divided by the average of the Closing Sale Prices of Common Stock for the ten consecutive Trading Days prior to the Business Day immediately preceding the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights or warrants

Such adjustment shall become effective immediately after the Record Date for such distribution. In the event that such rights or warrants are not so distributed, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if the Record Date for such distribution had not occurred. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the expiration or termination of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration if other than Cash, to be determined in good faith by the Board of Directors.

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     (3) The dividend or other distribution to all holders of Common Stock of shares of the Company’s Capital Stock (other than Common Stock) or evidences of the Company’s indebtedness, rights or warrants to purchase the Company’s securities, or the Company’s assets (excluding (A) any dividend, distribution or issuance covered by clauses (1) or (2) above or (4) or (5) below), in which event the Conversion Rate will be adjusted based on the following formula:

		where,
		CR0		=		the Conversion Rate in effect at the Close of Business on the Record Date
		CR1		=		the Conversion Rate in effect immediately after the Record Date
		SP0		=		the Current Market Price
		FMV		=		the fair market value (as determined in good faith by the Board of Directors), on the Record Date, of the shares of Capital Stock, evidences of indebtedness or assets so distributed, expressed as an amount per share of Common Stock

If the transaction that gives rise to an adjustment pursuant to this clause (3) is, however, one pursuant to which the payment of a dividend or other distribution on Common Stock consists of shares of capital stock of, or similar equity interests in, a subsidiary of the Company or other business unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on The New York Stock Exchange or any other national or regional securities exchange or market, then the Conversion Rate will instead be adjusted based on the following formula:

		where,
		CR0		=		the Conversion Rate in effect at the Close of Business on the Record Date
		CR1		=		the Conversion Rate in effect immediately after the Record Date
		FMV0		=		the average of the Closing Sale Prices of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which Ex-distribution trading commences with respect to such dividend or distribution on The New York Stock Exchange or such other national or regional securities exchange or market on which the Common Stock is then listed or quoted
		MP0		=		the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which Ex-distribution trading commences with respect to such dividend or distribution on The New York Stock Exchange or such other national or regional securities exchange Ex-distribution trading or market on which Common Stock is then listed or quoted

Such increase shall become effective immediately after the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared.

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     (4) Dividends or other distributions consisting exclusively of cash to all holders of Common Stock, in which event the Conversion Rate will be adjusted based on the following formula:

		where,
		CR0		=		the Conversion Rate in effect at the Close of Business on the Record Date
		CR1		=		the Conversion Rate in effect immediately after the Record Date
		SP0		=		the Current Market Price
		C		=		the amount in Cash per share the Company distributes to holders of Common Stock

Such adjustment shall become effective immediately after the Record Date for such dividend or distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

     (5) The Company or one or more subsidiaries of the Company make purchases of Common Stock pursuant to a tender offer or exchange offer (other than offers not subject to Rule 13e-4 under the Exchange Act) by the Company or a subsidiary of the Company for the Common Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the Closing Sale Price per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), in which event the Conversion Rate will be adjusted based on the following formula:

		where,
		CR0		=		the Conversion Rate in effect at the Close of Business on the expiration date
		CR1		=		the Conversion Rate in effect immediately after the expiration date
		FMV		=		the fair market value (as determined by the Board of Directors), on the expiration date, of the aggregate value of all Cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the expiration date (the “purchased shares”)
		OS1		=		the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration time”) less any purchased shares
		OS0		=		the number of shares of Common Stock outstanding at the expiration time, including any purchased shares
		SP1		=		the average of the Closing Sale Prices of Common Stock for the 10 consecutive Trading Days commencing on the Trading Day immediately after the expiration date

     An adjustment, if any, to the Conversion Rate pursuant to this Section 5.09(a)(5) shall become effective immediately prior to the opening of business on the Trading Day immediately following the “expiration date.” In the event that the Company or a subsidiary of the Company

31

is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this Section 5.09(a)(5) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 5.09(a)(5).

          (b) In no event will the Company adjust the Conversion Rate to the extent that the adjustment would reduce the Conversion Price below the par value per share of Common Stock.

          (c) Whenever any provision of the First Supplemental Indenture shall require the calculation of an average of Closing Sale Prices over a span of multiple days, the Company shall in good faith make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculated.

          (d) Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of Section 5.09 of the First Supplemental Indenture (and no adjustment to the Conversion Rate under Section 5.09 of the First Supplemental Indenture will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under Section 5.09 of the First Supplemental Indenture, except as set forth in Section 5.09(e) of the First Supplemental Indenture. If any such right or warrant are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights or warrants with such rights, except as set forth in Section 5.09(e) of the First Supplemental Indenture. In addition, except as set forth in Section 5.09(e) of the First Supplemental Indenture, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under Section 5.09 of the First Supplemental Indenture was made (including any adjustment contemplated in Section 5.09(e) of the First Supplemental Indenture), (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by the holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a Cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or

 

32

warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants that shall have expired or been terminated without exercise by the holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued.

          (e) If a shareholders rights plan under which any rights are issued provides that each share of Common Stock issued upon conversion of Notes at any time prior to the distribution of separate certificates representing such rights shall be entitled to receive such rights, there shall not be any adjustments to the conversion privilege or Conversion Rate. If prior to any conversion of a Note, the rights have separated from the Common Stock, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all holders of Common Stock, the Company’s assets, debt securities or rights as described in clause (a)(3) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

          (f) No adjustment shall be made in the Conversion Rate for any of the transactions described in this Section 5.09 if the Company makes provisions for Holders to participate in any such transaction without conversion on a basis and with notice that the Board of Directors determines to be fair and appropriate.

          (g) Except in accordance with this Section 5.09, 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. No adjustment to the Conversion Rate shall be made for a change in the par value or no par value of the Common Stock or any rights to purchase Common Stock pursuant to a Company plan for reinvestment of dividends.

          (h) Notwithstanding anything in this Section 5.09 to the contrary, the conversion rate as adjusted in accordance with this Section 5.09 shall not exceed 135.8696 shares per $1,000 principal amount of Notes, other than on account of proportional adjustments to the Conversion Rate in the manner set forth in clauses (a)(1) through (a)(4) of Section 5.09 of the First Supplemental Indenture.

          (i) For purposes of Section 5.09(a)(1), (2) and (3) of the First Supplemental Indenture, any dividend or distribution to which Section 5.09(a)(3) of the First Supplemental Indenture is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be (1) a dividend or distribution of the indebtedness, assets or shares of Capital Stock other than such shares of Common Stock or rights or warrants (and any Conversion Rate adjustment required by Section 5.09(a)(3) of the First Supplemental Indenture with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants (and any further Conversion Rate adjustment required by Section 5.09 of the First Supplemental Indenture with respect to such dividend or distribution shall then be made), except any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the Close of Business on the Record Date.”

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          (j) No adjustment shall be made to the Conversion Rate unless the adjustment would result in a change of at least 1% of the Conversion Rate; provided that any adjustments that are less than 1% of the Conversion Rate shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1%, shall be made (a) annually, on the anniversary of the first date of issue of the Notes and otherwise (b) (i) five Business Days prior to the Stated Maturity of the Notes or (ii) five Business Days prior to the Conversion Rights Termination Date, Redemption Date, Repurchase Date or Purchase Date, unless such adjustment has already been made.

          (k) The Company may from time to time, to the extent permitted by law and subject to applicable rules of The New York Stock Exchange, increase the Conversion Rate of the Notes by any amount for any period of at least 20 days. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to Holders at least 15 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

          (l) The Company may make such increases in the Conversion Rate, in addition to those set forth above, as the Company’s Board of Directors deems advisable, including to avoid or diminish any income tax to holders of the 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.

          (m) For purposes of this Section 5.09, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

          (n) In any case in which this Section 5.09 provides that an adjustment shall become effective immediately after (1) a Record Date for an event or (2) the “expiration date” for any tender or exchange offer pursuant to Section 5.09(a)(5) of the First Supplemental Indenture (each a “Determination Date”), the Company may elect to defer, until the later of the date the adjustment to the Conversion Rate can be definitively determined and the occurrence of the applicable Adjustment Event (as hereinafter defined), (x) issuing to the Holder of any Note converted after such Determination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities or assets issuable upon such conversion, or cash in lieu thereof, by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such conversion, or cash in lieu thereof, before giving effect to such adjustment and (y) paying to such Holder any amount in cash in lieu of any fraction pursuant to Section 5.05 of the First Supplemental Indenture. For purposes of this Section 5.09(n), the term “Adjustment Event” shall mean:

          (i) in any case referred to in clause (1) hereof, the occurrence of such event, and

          (ii) in any case referred to in clause (2) hereof, the date a sale or exchange of Common Stock pursuant to such tender or exchange offer is consummated and becomes irrevocable.

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     Section 5.10 Effect of Recapitalization, Reclassification and Changes to the Common Stock.

          If any of the following events occur:

          (i) any recapitalization,

          (ii) any reclassification or change of the outstanding share of Common Stock (other than changes resulting from a subdivision or combination to which Section 5.09(a)(1) of the First Supplemental Indenture applies),

          (iii) any consolidation, merger or combination involving the Company,

          (iv) any sale or conveyance to a third party of substantially all of the Company’s assets, or

          (v) any statutory share exchange,

in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof), then, at the effective time of the transaction, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that the right to convert a Note shall be changed, subject to the Company’s (or the Company’s successor’s) right to deliver, in lieu of shares of Common Stock, cash or a combination of cash and Common Stock, as described under Section 5.04 of the First Supplemental Indenture, into a right to convert such Note into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a share of Common Stock would have owned or been entitled to receive (the “reference property”) upon such transaction. In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the type and amount of consideration that Holders of Notes would have been entitled to receive shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock, subject to the Company’s (or the successor’s) right to deliver, in lieu of the reference property, cash or a combination of cash and reference property, as described under Section 5.04 of the First Supplemental Indenture. The Company hereby agrees not to become a party to any such transaction unless its terms are consistent with the foregoing. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 5.

     The above provisions of this Section 5.10 shall similarly apply to successive reclassifications, changes, consolidations, mergers, binding share exchanges, combinations, sales and transfers.

     If this Section 5.10 applies to any event or occurrence, Section 5.09 of the First Supplemental Indenture shall not apply.

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     Section 5.11. 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 and an Officer’s Certificate briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall 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.

     Section 5.12. Company Determination Final. The Company shall be responsible for making all calculations called for hereunder and under the Notes. These calculations include, but are not limited to, the Conversion Value, the Conversion Date, the Current Market Value, the Conversion Price, the applicable Conversion Rate, the number of shares of Common Stock, if any, to be issued upon conversion of the Notes, the Cash Settlement Averaging Period and the amount of the Conversion Settlement Distribution. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations will be final and binding on Holders. The Company shall provide a schedule of the Company’s calculations to the Trustee, and the Trustee is entitled to rely upon the accuracy of the Company’s calculations without independent verification.

     Section 5.13. Trustee’s Adjustment Disclaimer. The Trustee has no duty to determine when an adjustment under this Article 5 should be made, how it should be made or what it should be nor shall the Trustee have any duty or responsibility to confirm or verify any calculation called for hereunder or under the Notes. The Trustee has no duty to determine whether a supplemental indenture under Section 5.10 of the First Supplemental Indenture need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon conversion of Notes. The Trustee shall not be responsible for the Company’s failure to comply with this Article 5. Each Conversion Agent shall have the same protection under this Section 5.13 as the Trustee.

     Section 5.14. Withholding Taxes for Adjustments in Conversion Rate. The Company may, at its option, set-off withholding taxes due with respect to Notes against payments of Cash and Common Stock on the Notes to the extent required by law. In the case of any such set-off against Common Stock delivered upon conversion of the Notes, such Common Stock shall be valued at the Closing Sale Price of the Common Stock on the date of setoff.

ARTICLE SIX
REPURCHASE AT OPTION OF HOLDERS

     Section 6.01. Right to Require Repurchase.

          (a) Each Holder has the right to require the Company to purchase for Cash all or a portion of the Notes held by such Holder on December 20, 2016 and December 15, 2026, or if any such day is not a Business Day, on the immediately succeeding Business Day (each, a “Repurchase Date”), at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but not including, the Repurchase Date (the “Repurchase Price”), subject to satisfaction by or on behalf of the Holder of the requirements

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set forth in Section 6.01(c) of the First Supplemental Indenture; provided that if the Repurchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, interest accrued to the Interest Payment Date will be paid to Holders of the Notes as of the preceding Regular Record Date.

          (b) On or before the 20th Business Day prior to each Repurchase Date, the Company shall mail a written notice by first-class mail to the Trustee and to each Holder at their addresses shown in the Security Register (and to beneficial owners as required by applicable law) of the procedures the Holders must follow to require the Company to repurchase their Notes, and the Company shall disseminate a press release providing the information stated in the notice, through Dow Jones & Company, Inc. or Bloomberg Business News or other similarly broad public medium that is customary for such press releases. The notice shall include a form of Repurchase Notice to be completed by the Holder and shall state:

     (i) the Repurchase Price;

     (ii) the date by which the Repurchase Notice pursuant to this Section 6.01 must be given;

     (iii) the Repurchase Date;

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

     (v) the then-current Conversion Rate and any adjustments thereto;

     (vi) that Notes with respect to which a Repurchase Notice has been given by the Holder may be converted pursuant to Article 5 of the First Supplemental Indenture only if the Repurchase Notice has been withdrawn in accordance with the terms of the Indenture and the First Supplemental Indenture;

     (vii) briefly, the procedures a Holder must follow to exercise its rights under this Section 6.01;

     (viii) that Notes must be surrendered to the Paying Agent to collect payment of the Repurchase Price;

     (ix) that the Repurchase Price for any Note as to which a Repurchase Notice has been duly given and not withdrawn, will be paid in Cash on the later of the Repurchase Date and the time of surrender of such Note;

     (x) the procedures for withdrawing a Repurchase Notice;

     (xi) that, unless the Company defaults in making payment of such Repurchase Price, interest on Notes surrendered for repurchase will cease to accrue on and after the Repurchase Date; and

     (xii) the CUSIP number of the Notes.

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          (c) A Holder may exercise its rights specified in Section 6.01(a) of the First Supplemental Indenture by delivery of a written notice of repurchase (a “Repurchase Notice”) to the Paying Agent at any time from the date that is 30 Business Days prior to the Repurchase Date until the Close of Business on the fifth Business Day prior to the Repurchase Date, stating:

     (i) the certificate number of Notes which the Holder will deliver to be repurchased, if Certificated Notes have been issued, or notice compliant with the relevant Depositary procedures if the Notes are not certificated;

     (ii) the aggregate principal amount of Notes which the Holder will deliver to be repurchased, which amount must be $1,000 or an integral multiple thereof; and

     (iii) that any such Notes shall be repurchased pursuant to the terms and conditions specified in Article 6 of the First Supplemental Indenture.

The delivery of such Note to the Paying Agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 6.01 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Repurchase Notice.

The Company shall repurchase from the Holder thereof, pursuant to this Section 6.01, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000, if so requested in writing by such Holder. Provisions of the Indenture and the First Supplemental Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.

Any repurchase by the Company contemplated pursuant to the provisions of this Section 6.01 shall be consummated by the delivery of the consideration to be received by the Holder on the later of the Repurchase Date and the time of delivery of the Note to the Paying Agent in accordance with this Section 6.01.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 6.01(c) of the First Supplemental Indenture shall have the right to withdraw such Repurchase Notice at any time prior to the Close of Business on the fifth Business Day prior to the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 6.02(b) of the First Supplemental Indenture.

The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written withdrawal thereof.

There shall be no purchase of any Notes pursuant to this Section 6.01 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of any Repurchase Notice) and is continuing an Event of Default (other than a default in the payment of the Repurchase Price).

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     Section 6.02. Effect of Repurchase Notice.

          (a) Upon receipt by the Paying Agent of the Repurchase Notice specified in 6.01(c) of the First Supplemental Indenture, the Holder of the Note in respect of which such Repurchase Notice was given shall (unless such Repurchase Notice is withdrawn as specified in the following paragraph) thereafter be entitled to receive solely the Repurchase Price, with respect to such Note. Such Repurchase Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, on or prior to the later of (x) the Repurchase Date, with respect to such Note (provided the conditions in Section 6.01(c) of the First Supplemental Indenture have been satisfied) and (y) the time of delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 6.01(c) of the First Supplemental Indenture. Notes in respect of which a Repurchase Notice has been given by the Holder thereof may not be converted pursuant to Article 5 of the First Supplemental Indenture on or after the date of the delivery of such Repurchase Notice unless such Repurchase Notice has first been validly withdrawn as specified in the following paragraph.

          (b) A Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice at any time prior to the Close of Business on the second Business Day prior to the Repurchase Date specifying:

     (i) the certificate number (or numbers) of the Note (or Notes) being withdrawn, if Certificated Notes have been issued, or notice compliant with the relevant Depositary procedures, if the Notes are not certificated,

     (ii) the aggregate principal amount of the Note (or Notes) with respect to which such notice of withdrawal is being submitted, and

     (iii) the principal amount, if any, of such Note (or Notes) which remains subject to the original Repurchase Notice and which has been or will be delivered for repurchase by the Company.

     Section 6.03. Deposit of Repurchase Price. Prior to 11:00 a.m. (New York City time) on or prior to the Repurchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 10.03 of the Indenture) an amount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Repurchase Price of all the Notes or portions thereof which are to be purchased as of the Repurchase Date.

If the Trustee or the Paying Agent holds money sufficient to pay the Repurchase Price of a Note, on the Repurchase Date in accordance with the terms hereof, then, immediately after the Repurchase Date, interest on such Note will cease to accrue, whether or not the Note is delivered to the Trustee or the Paying Agent, and all other rights of the Holder shall terminate, other than the right to receive the Repurchase Price upon delivery of the Note.

     Section 6.04. Notes Purchased In Part. Any Note which is to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so

39

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 shall authenticate and deliver to the Holder of such Note, without service charge, a new Note or 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 Note so surrendered that is not purchased.

     Section 6.05. Covenant To Comply With Securities Laws Upon Repurchase of Notes. When complying with the provisions of this Article Six and subject to any exemptions available under applicable law, the Company shall:

          (a) comply in all material respects with the applicable provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision and any other issuer tender offer rules) under the Exchange Act, as then applicable;

          (b) file the related Schedule TO (or any applicable successor schedule, form or report) if then required, or any other then required schedule, form or report, under the Exchange Act;

          (c) otherwise comply with all federal and state securities laws.

To the extent that the provisions of any securities laws or regulations conflict with the provisions of Article Six of the First Supplemental Indenture, the Company’s compliance with such laws and regulations shall not in and of itself cause a breach of its obligations under Article Six of the First Supplemental Indenture.

     Section 6.06. Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed for two years, subject to applicable unclaimed property law, together with interest, if any, thereon held by them for the payment of the Repurchase Price; provided however, that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 6.03 of the First Supplemental Indenture exceeds the aggregate Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Repurchase Date, then on the Business Day following the Repurchase Date, the Trustee or Paying Agent, as applicable, shall return any such excess to the Company. Thereafter, any Holder entitled to payment must look to the Company for payment as general creditors, unless an applicable abandoned property law designates another Person.

ARTICLE SEVEN
MISCELLANEOUS PROVISIONS

     Section 7.01. The First Supplemental Indenture is executed by the Company, and by the Trustee upon the Company’s request, pursuant to the provisions of Section 9.01 of the Indenture, and the terms and conditions hereof shall be deemed to be part of the Indenture for all purposes. The Indenture, as supplemented and amended by the First Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. Notwithstanding the foregoing, to the extent

40

that any of the terms of the First Supplemental Indenture are inconsistent with, or conflict with, the terms of the Indenture, the terms of the First Supplemental Indenture shall govern.

     Section 7.02. The First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

     Section 7.03. The Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company. The Trustee makes no representations and shall have no responsibility as to the validity or sufficiency of the First Supplemental Indenture or the due authorization and execution hereof by the Company.

     Section 7.04. The First Supplemental Indenture and each Note shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed and construed in accordance with the laws of said state, without regard to its principles of conflict of laws.

     Section 7.05. The Corporate Trust Office of the Trustee as on the date of the First Supplemental Indenture is:

101 Barclay Street, Floor 8 West
New York, New York 10286
Attention: Corporate Trust Administration.

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     IN WITNESS WHEREOF, the parties hereto have caused the First Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

Exhibit A

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

FORD MOTOR COMPANY

4.25% SENIOR CONVERTIBLE NOTE DUE 2036

CUSIP No. 345370 CF 5

ISIN US 345370CF51

$[                    ]		No. R-[___]

     FORD MOTOR COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [                    ]or registered assigns, the principal sum of [                    ] ($[                    ]) on December 15, 2036, or such lesser amount as may be indicated on Schedule A hereto, unless earlier redeemed, purchased, repurchased or converted as herein provided, and to pay interest thereon from December 15, 2006, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 of each year, commencing June 15, 2007, at the rate of 4.25% per annum, until the principal hereof is paid or made available for payment or converted. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on the Regular Record Date for such interest, which shall be June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the

Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

     Interest on this Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If interest or principal is payable on a day that is not a Business Day, the Company shall make the payment on the next Business Day, and no interest will accrue as a result of the delay in payment.

     Payment of the principal of (and premium, if any, on) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York 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 and in immediately available funds; provided, however, that each installment of interest on this Security may, at the option of the Company, be paid by mailing a check for such interest, payable to or upon the written order of the Person entitled thereto, to the address of such Person as it appears on the Security Register or by wire transfer to an account of the Person entitled thereto as such account shall be provided to the Security Registrar and shall appear on the Security Register.

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

     This Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State, without regards to its principles of conflicts of laws.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this Global Security to be signed by its Chairman of the Board, or its President, or one of its Executive Vice Presidents, or one of its Group Vice Presidents, or one of its Vice Presidents, and by its Treasurer or one of its Assistant Treasurers, or its Secretary or one of its Assistant Secretaries, manually or in facsimile, and a facsimile of its corporate seal to be imprinted hereon.

Dated:

[Corporate Seal]

				FORD MOTOR COMPANY
				By:
				Name:
				Title:
				By:
				Name:
				Title:
Attest:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

		THE BANK OF NEW YORK,
		as Trustee
		By:
		Name:
		Title:
Dated:

[REVERSE SIDE OF NOTE]

Ford Motor Company

1. Indenture

     This Security is one of a duly authorized issue of securities of the Company, designated as its 4.25% Senior Convertible Notes due 2036 (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of January 30, 2002 (herein called the “Indenture”), between the Company and The Bank of New York (as successor trustee to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture with respect to the series of which this Security is a part), as supplemented by the First Supplemental Indenture, dated as of December 15, 2006 (the “Supplemental Indenture”), between the Company and the Trustee, to which Indenture, the Supplemental Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is a Global Security of the series designated on the face hereof, initially limited in aggregate principal amount to $4,950,000,000. All terms used in this Global Security which are defined in the Indenture or the Supplemental Indenture shall have the meanings assigned to them in the Indenture or the Supplemental Indenture, as applicable. In the event of any inconsistency between the Indenture and the Supplemental Indenture, the Supplemental Indenture shall govern.

     The Company may, without the consent of the Holders hereof, issue additional securities having the same ranking and the same interest rate, maturity, conversion rate and other terms as the Securities. Any additional securities will, together with the Securities, constitute a single series under the Indenture. No additional securities may be issued as part of the same series if an Event of Default has occurred and is continuing with respect to the Securities.

2. Paying Agent, Conversion Agent and Security Registrar

     Initially, the Trustee will 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 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. The Company may maintain deposit accounts and conduct other banking transactions with the Trustee in the normal course of business.

3. Redemption at the Option of the Company

     The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ prior notice given in the manner provided in the Indenture and the Supplemental Indenture on December 20, 2016 or on any Business Day thereafter at a redemption price equal to 100% of the principal amount to be redeemed together with accrued and unpaid interest thereon, up to, but not including, the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture and the Supplemental Indenture.

     In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

4. Repurchase at the Option of the Holder

     On December 20, 2016 and on December 15, 2026, subject to the terms and conditions of the Supplemental Indenture, Holders shall have the right to require the Company to repurchase for cash all or a portion of the Securities held by such Holder, or if any such day is not a Business Day, on the immediately succeeding Business Day, at a purchase price equal to 100% of the principal amount of the Securities to be purchased, plus accrued and unpaid interest to, but not including, the Repurchase Date, as set forth, and subject to satisfaction by or on behalf of the Holder of the requirements set forth, in Article Six of the Supplemental Indenture.

5. Repurchase at the Option of the Holder upon the Occurrence of a Designated Event

     Subject to the terms and conditions of the Supplemental Indenture, if there shall have occurred a Designated Event, each Holder shall have the right, at such Holder’s option, to require the Company to purchase for shares of Common Stock (or such other consideration into which the shares of Common Stock have been converted or exchanged in connection with such Designated Event) all or any portion of such Holder’s Securities not previously repurchased or called for redemption in integral multiples of $1,000 principal amount on a date selected by the

Company as specified in Article Four of the Supplemental Indenture, at a purchase price equal to 100% of the principal amount of the Securities to be purchased, plus accrued and unpaid interest to, but not including, the Purchase Date, as set forth, and subject to satisfaction by or on behalf of the Holder of the requirements set forth, in Article Four of the Supplemental Indenture.

6. Repurchase at the Option of the Holder upon a Change in Control

     Subject to the terms and conditions of the Supplemental Indenture, if there shall have occurred a Change in Control, each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all or any portion of such Holder’s Securities not previously repurchased or called for redemption in integral multiples of $1,000 principal amount on a date selected by the Company as specified in Article Four of the Supplemental Indenture, at a purchase price equal to 100% of the principal amount of the Securities to be purchased, plus accrued and unpaid interest to, but not including, the Purchase Date, as set forth, and subject to satisfaction by or on behalf of the Holder of the requirements set forth, in Article Four of the Supplemental Indenture.

7. Conversion

     Subject to the terms of the Supplemental Indenture, including without limitation the Company’s right to terminate the conversion rights as provided in Section 5.02 of the Supplemental Indenture, the Holder of this Security may, at any time and from time to time, convert this Security or any portion of the principal amount thereof that is in an integral multiple of $1,000 into shares of Common Stock at the Conversion Rate (initially 108.6957 shares of Common Stock for each $1,000 principal amount of Securities, subject to adjustment, in certain instances as provided in Section 5.09 of the Supplemental Indenture, and further subject to increases in certain instances, as provided in Section 5.08 of the Supplemental Indenture) as provided in Article Five of the Supplemental Indenture; provided, however, the Company may satisfy its obligation with respect to any demand for conversion by delivering Common Stock, cash or a combination of cash and Common Stock. The Conversion Rate for the Securities on any Conversion Date shall be determined as set forth in the Supplemental Indenture. Upon conversion of this Security, the Company shall, subject to the terms of the Supplemental Indenture, deliver the Conversion Settlement Distribution within the time periods set forth in Section 5.04 of the Supplemental Indenture.

     The Company may, in accordance with the terms set forth in the Supplemental Indenture, irrevocably elect to pay cash in an amount equal to the lower of (a) the Conversion Value and (b) the aggregate principal amount of the Securities to be converted, and shares of Common Stock representing the excess, if any, of such Conversion Value over such aggregate principal amount as provided for in Section 5.04(d) of the Supplemental Indenture.

     No fractional shares will be issued upon conversion of a Security; the Company shall deliver cash in lieu of any fractional share of Common Stock as provided in Section 5.05 of the Supplemental Indenture.

     To convert a Security, a Holder must fulfill the conditions set forth in Section 5.03 of the Supplemental Indenture.

     The Conversion Rate will be adjusted as set forth in Article Five of the Supplemental Indenture.

8. Defeasance

     From and after the Conversion Rights Termination Date, the Notes shall be subject to the defeasance provisions set forth in Article Fourteen of the Indenture.

9. Event of Default

     If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared, or in certain cases become, due and payable in the manner and with the effect provided in the Indenture and the Supplemental Indenture.

10. Amendment and Wavier

     The Indenture and Supplemental Indenture permit, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of this series under the Indenture and the Supplemental Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of this series. The Indenture and Supplemental Indenture also contain provisions permitting the Holders of specified percentages in principal amount of the Outstanding Securities of this series, on behalf of the Holders of all Outstanding Securities of this series, to waive compliance by the Company with certain provisions of the Indenture and Supplemental Indenture and certain past defaults under the Indenture and Supplemental Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the

registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Company and the Trustee may amend the Indenture and the Supplemental Indenture under certain circumstances without the consent of the Holders, as described in the Indenture and the Supplemental Indenture.

     No reference herein to the Indenture or the Supplemental Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the amount of principal of (and premium, if any, on) and interest, if any, on this Security herein provided, and at the times, place and rate, and in the coin or currency, herein prescribed.

11. Miscellaneous

     As provided in the Indenture and subject to certain limitations therein set forth, particularly the limitation set forth in Section 2.05(b) of the Indenture, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any, on) and interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees.

     No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

     Upon the occurrence of an event described in Section 2.05(c) of the Indenture, the Holder hereof shall surrender this Global Security to the Trustee for cancellation whereupon, in accordance with said Section 2.05(c), the Company will execute and the Trustee will

authenticate and deliver Notes in definitive registered form without coupons, in denominations of $1,000 and any integral multiple thereof, and in an aggregate principal amount equal to the aggregate principal amount of this Global Security in exchange for this Global Security.

     Notwithstanding any other provision of the Indenture or the Supplemental Indenture, so long as the Securities are in the form of Global Securities, the parties to the Indenture and the Supplemental Indenture and the Holders of such Securities shall be bound at all times by the applicable procedures of DTC.

SCHEDULE A

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY

     The following exchanges of a part of this Global Security for an interest in another Global Security, or exchanges of a part of another Global Security for an interest in this Global Security, or for Notes in certificated form, have been made:

Amount of

Amount of

Principal Amount

decrease in

increase in

of this Global

Signature of

Principal Amount

Principal Amount

Security following

authorized officer

of this Global

of this Global

such decrease (or

of Trustee or

Date of Exchange

Security

Security

increase)

Custodian

ASSIGNMENT FORM

To assign this Security, fill in the form below:

     FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto                                                      (Please insert social security or other Taxpayer Identification No. of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints                                                              attorney to transfer said Security on the books of the Ford Motor Company with full power of substitution in the premises.

Please print or typewrite name and address including zip code of assignee:

By:
Date:
Your Signature:
(Sign exactly as your name appears on the other side of this Security)
*Signature guaranteed by:

CONVERSION NOTICE

Ford Motor Company
4.25% Senior Convertible Note due 2036
CUSIP No. 345370CF5
ISIN No. 345370CF51

To convert this 4.25% SENIOR CONVERTIBLE NOTE DUE 2036 issued by Ford Motor Company, check the box: o

To convert only part of this Security, state the principal amount to be converted (which must be $1,000 or an integral multiple of $1,000 principal amount): $                                         

If you want the stock certificate, if any, made out in another person’s name or the Cash paid to another person, fill in the form below (NOT FOR USE BY DTC PARTICIPANTS):

(Insert other person’s soc. sec. or tax ID no.)
 

(Print or type other person’s name, address and zip code)

and irrevocably appoint                                                              agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her.

USE THE FOLLOWING ONLY FOR GLOBAL BOOK ENTRY DTC PARTICIPANTS

Please designate your DTC Participant’s name and Participant Number and provide contact information below:

Name of DTC Participant:                                                             

DTC Participant Number:                          

Client Reference No.( optional):                                                             

DTC Participant Contact Information

     Name:                                                             

     Telephone No.:                                               Facsimile No.:                                         

     Email:                                                             

Date:                                                             

Your Signature:                                                             

(Sign exactly as your name appears on the other side of this Security or as an authorized DTC Participant representative)

*Signature guaranteed by:                                                             

The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP), (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

REPURCHASE NOTICE

Ford Motor Company
4.25% Senior Convertible Note due 2036
CUSIP No. 345370CF5
ISIN No. 345370CF51

TO:		FORD MOTOR COMPANY THE BANK OF NEW YORK

     The undersigned registered owner of this 4.25% SENIOR CONVERTIBLE NOTE DUE 2036 hereby irrevocably acknowledges receipt of a notice from Ford Motor Company (the “Company”) regarding the right of Holders to elect to require the Company to purchase the Securities and requests and instructs the Company to purchase the entire principal amount of this Security, or portion thereof (which is $1,000 principal amount or an integral multiple thereof) designated below, in accordance with the terms of the Indenture and the Supplemental Indenture at the price of 100% of the principal amount or proportional portion thereof, together with accrued and unpaid interest to, but excluding, the Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture and Supplemental Indenture referred to in such Securities. The Securities shall be purchased by the Company as of the applicable Repurchase Date pursuant to the terms and conditions specified in the Supplemental Indenture.

     Security Certificate Number (if applicable):                                                              

     Principal amount to be purchased (if less than all):                                  

     Social Security or Other Taxpayer Identification Number:                                                              

     USE THE FOLLOWING ONLY FOR GLOBAL BOOK ENTRY DTC PARTICIPANTS

Please designate your DTC Participant’s name and Participant Number and provide contact information below:

     Name of DTC Participant:                                                             

     DTC Participant Number:                     

     Client Reference No.( optional):                                                             

     DTC Participant Contact Information

          Name:                                                             

          Telephone No.:                          Facsimile No.:                     

          Email:                                                             

     Date:                                         

     Your Signature:                                                             

(Sign exactly as your name appears on the other side of this Security or as an authorized DTC Participant representative)

     *Signature guaranteed by:                                                             

The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP), (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

PURCHASE NOTICE UPON A DESIGNATED EVENT OR CHANGE IN CONTROL

Ford Motor Company
4.25% Senior Convertible Note due 2036
CUSIP No. 345370CF5
ISIN No. 345370CF51

TO:		FORD MOTOR COMPANY THE BANK OF NEW YORK

     The undersigned registered owner of this 4.25% SENIOR CONVERTIBLE NOTE DUE 2036 hereby irrevocably acknowledges receipt of a notice from Ford Motor Company (the “Company”) regarding the right of Holders to elect to require the Company to purchase the Securities upon the occurrence of a Designated Event or Change in Control, as the case may be, and requests and instructs the Company pursuant to Section 4.01 of the Supplemental Indenture to purchase the entire principal amount of this Security, or portion thereof (which is $1,000 principal amount or an integral multiple thereof) designated below, in accordance with the terms of the Indenture and the Supplemental Indenture at the price of 100% of the principal amount or proportional portion thereof, together with accrued and unpaid interest to, but not including, the Purchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Supplemental Indenture referred to in such Securities. The Securities shall be purchased by the Company as of the Purchase Date pursuant to the terms and conditions specified in the Supplemental Indenture.

     Security Certificate Number (if applicable):                                                              

     Principal amount to be purchased (if less than all):                                                              

     Social Security or Other Taxpayer Identification Number:                                         

     USE THE FOLLOWING ONLY FOR GLOBAL BOOK ENTRY DTC PARTICIPANTS

Please designate your DTC Participant’s name and Participant Number and provide contact information below:

     Name of DTC Participant:                                                             

     DTC Participant Number:                     

     Client Reference No.( optional):                                                             

     DTC Participant Contact Information

          Name:                                                                                  

          Telephone No.:                           Facsimile No.:                     

          Email:                                         

     Date:                                         

     Your Signature:                                                             

(Sign exactly as your name appears on the other side of this Security or as an authorized DTC Participant representative)

     *Signature guaranteed by:                                                                                  

The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP), (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.