8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 20, 2006

Date of Report (Date of earliest event reported)

WASTE CONNECTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-31507	94-3283464
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

35 Iron Point Circle, Suite 200, Folsom,    CA 95630

(Address of principal executive offices)     (Zip Code)

(916) 608-8200

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITEM 2.03  CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On March 20, 2006, Waste Connections, Inc., a Delaware corporation (the “Company”), completed its offering of $200,000,000 aggregate principal amount of its 3.75% Convertible Senior Notes due 2026 (the “Notes”), pursuant to a private placement. The terms and conditions of the Notes, including a form of the Company’s 3.75% Senior Notes due 2026, and related matters are set forth in the Indenture, dated as of March 20, 2006, between the Company and U.S Bank National Association, as trustee (the “Indenture”). A copy of the Indenture, including the form of the note, the terms of which are incorporated herein by reference, is attached as Exhibit 4.1 to this report.

The Notes rank equally in right of payment to all of the Company’s other existing and future senior unsecured and unsubordinated indebtedness, including indebtedness under the Company’s credit facility. The Notes rank senior in right of payment to all of the Company’s existing and future subordinated indebtedness and are subordinated in right of payment to the Company’s secured obligations to the extent of the assets securing such obligations. The Notes bear interest at 3.75% per annum payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2006, until the maturity date of April 1, 2026. The Company’s obligations under the Notes are not guaranteed by any third party.

The Notes are convertible into cash and, if applicable, shares of Common Stock based on an initial conversion rate of 19.6078 shares of Common Stock per $1,000 principal amount of Notes (which is equal to an initial conversion price of approximately $51.00 per share), subject to adjustment, only under the following circumstances: (1) if the closing price of the Common Stock for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 130% of the applicable conversion price per share, which is $1,000 divided by the then applicable conversion rate; (2) if the Company has elected to redeem the Notes; and (3) under specified corporate transactions. The holders of the Notes who convert their Notes in connection with a change in control (as defined in the Indenture) may be entitled to a make-whole premium in the form of an increase in the conversion rate.

Beginning on April 1, 2010, the Company may redeem in cash all or part of the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest, including additional interest, if any, and, if redeemed prior to April 1, 2011, the make whole payment (as defined in the Indenture). The holders of the Notes have the ability to require the Company to repurchase all or a part of the Notes in cash on each of April 1, 2011, 2016 and 2021, and in the event of a change of control of the Company, at a purchase price of 100% of the principal amount of the Notes plus any accrued and unpaid interest, including additional interest, if any.

In connection with the issuance and sale of the Notes, the Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”), dated March 20, 2006, with Citigroup Global Markets Inc. and Banc of America Securities LLC, in their capacity as representatives of the initial purchasers of the Notes (collectively, the “Initial Purchasers”). A copy of the Registration Rights Agreement, the terms of which are incorporated herein by reference, is attached as Exhibit 4.2 to this report.

Concurrently with the sale of the Notes, the Company purchased 1,885,500 shares of Common Stock from the Initial Purchasers in privately negotiated transactions, for a purchase price of approximately $71.3 million pursuant to the Company’s stock repurchase program.

An affiliate of Banc of America Securities LLC is the Administrative Agent under the Company’s senior secured revolving credit facility. Deutsche Bank Securities, Inc., an initial purchaser of the Notes, is the syndication agent under such credit facility. Banc of America Securities LLC and Deutsche Bank Securities, Inc. are joint lead arrangers and joint book running managers under such credit facility. In addition, affiliates of the Initial Purchasers are lenders under the Company’s senior secured revolving credit facility.

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

The information set forth in Items 1.01 and 2.03 above is incorporated in this Item 3.02 by reference.

The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Initial Purchasers then sold the Notes to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers.

The net proceeds from the offering, after deducting the initial purchasers’ discount of approximately $5 million and the estimated offering expenses payable by the Company, are expected to be approximately $194.4 million.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description
4.1	Indenture, dated as of March 20, 2006, between Waste Connections, Inc. and U.S. Bank National Association, as trustee.
4.2	Registration Rights Agreement, dated March 20, 2006, between Waste Connections, Inc. and Citigroup Global Markets Inc. and Banc of America Securities LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WASTE CONNECTIONS, INC.
	(Registrant)
Date: March 23, 2006	BY:	/s/ Worthing F. Jackman
		Worthing F. Jackman,
		Chief Financial Officer

EX-4.1

Exhibit 4.1

WASTE CONNECTIONS, INC.

3.75% Convertible Senior Notes

due 2026

INDENTURE

Dated as of March 20, 2006

U.S. Bank National Association

as Trustee

TABLE OF CONTENTS¹

		PAGE
	ARTICLE 1
	DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01.	Definitions	1
Section 1.02.	Other Definitions	5
Section 1.03.	Incorporation by Reference of Trust Indenture Act	6
Section 1.04.	Rules of Construction	6
	ARTICLE 2
	THE SECURITIES
Section 2.01.	Designation, Form and Dating	7
Section 2.02.	Execution and Authentication	7
Section 2.03.	Registrar, Paying Agent and Conversion Agent	8
Section 2.04.	Paying Agent to Hold Money in Trust	9
Section 2.05.	Securityholder Lists	10
Section 2.06.	Transfer and Exchange	10
Section 2.07.	Replacement Securities	13
Section 2.08.	Outstanding Securities	14
Section 2.09.	Treasury Securities	14
Section 2.10.	Temporary Securities	15
Section 2.11.	Cancellation	15
Section 2.12.	CUSIP Numbers	15
	ARTICLE 3
	REDEMPTION AND REPURCHASE
Section 3.01.	Optional Redemption by the Company	16
Section 3.02.	Election to Redeem; Notice to Trustee	16
Section 3.03.	Selection of Securities to be Redeemed	16
Section 3.04.	Notice of Redemption	17
Section 3.05.	Deposit of Redemption Price	18
Section 3.06.	Securities Payable on Redemption Date	18
Section 3.07.	Securities Redeemed in Part	19
Section 3.08.	Conversion Arrangement on Call for Redemption	19
Section 3.09.	Repurchase at the Option of the Holder	20

¹ This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture.

Section 3.10.	Repurchase of Securities at Option of the Holder upon Change in Control	22
Section 3.11.	Notice; Method of Exercising Repurchase Right	23
Section 3.12.	Effect of Purchase Notice or Repurchase Notice	25
Section 3.13.	Deposit of Purchase Price or Repurchase Price	26
Section 3.14.	Securities Repurchased in Part	27
Section 3.15.	Compliance with Securities Laws upon Repurchase of Securities	27
Section 3.16.	Repayment to the Company	27
	ARTICLE 4
	CONVERSION
Section 4.01.	Conversion Privilege	27
Section 4.02.	Conversion Procedure	29
Section 4.03.	Adjustments Below Par Value	31
Section 4.04.	Taxes on Conversion	31
Section 4.05.	Company to Provide Stock	31
Section 4.06.	Adjustment of Conversion Price	32
Section 4.07.	No Adjustment	36
Section 4.08.	Equivalent Adjustments	37
Section 4.09.	Adjustment for Tax Purposes	37
Section 4.10.	Notice of Adjustment	37
Section 4.11.	Notice of Certain Transactions	37
Section 4.12.	Effect of Reclassification, Consolidation, Merger, Share Exchange or Sale on Conversion Privilege	38
Section 4.13.	Trustee’s Disclaimer	40
Section 4.14.	Voluntary Reduction	40
Section 4.15.	Conversion Value of Securities Tendered	41
Section 4.16.	Change in Control Conversion Rate Adjustments	42
	ARTICLE 5
	[RESERVED]
	ARTICLE 6
	COVENANTS
Section 6.01.	Payment of Securities	46
Section 6.02.	SEC Reports	47
Section 6.03.	Liquidation	48
Section 6.04.	Compliance Certificates	48
Section 6.05.	Notice of Defaults	49
Section 6.06.	Payment of Taxes and Other Claims	49
Section 6.07.	Corporate Existence	49
Section 6.08.	Maintenance of Properties	49
Section 6.09.	Further Instruments and Acts	50
Section 6.10.	Maintenance of Office or Agency	50

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Section 6.11.	Stay, Extension and Usury Laws	50
Section 6.12.	Additional Interest	51
	ARTICLE 7
	SUCCESSOR CORPORATION
Section 7.01.	When Company May Merge, Etc.	51
Section 7.02.	Successor Corporation Substituted	52
	ARTICLE 8
	DEFAULT AND REMEDIES
Section 8.01.	Events of Default	52
Section 8.02.	Acceleration	54
Section 8.03.	Other Remedies	55
Section 8.04.	Waiver of Defaults and Events of Default	55
Section 8.05.	Control by Majority	55
Section 8.06.	Limitation on Suits	56
Section 8.07.	Rights of Holders to Receive Payment	56
Section 8.08.	Collection Suit by Trustee	56
Section 8.09.	Trustee May File Proofs of Claim	57
Section 8.10.	Priorities	57
Section 8.11.	Undertaking for Costs	58
Section 8.12.	Restoration of Rights and Remedies	58
Section 8.13.	Rights and Remedies Cumulative	58
Section 8.14.	Delay or Omission Not Waiver	58
	ARTICLE 9
	TRUSTEE
Section 9.01.	Duties of Trustee	59
Section 9.02.	Rights of Trustee	60
Section 9.03.	Individual Rights of Trustee	61
Section 9.04.	Trustee’s Disclaimer	61
Section 9.05.	Notice of Default or Events of Default	62
Section 9.06.	Reports by Trustee to Holders	62
Section 9.07.	Compensation and Indemnity	62
Section 9.08.	Replacement of Trustee	63
Section 9.09.	Successor Trustee by Merger, Etc.	64
Section 9.10.	Eligibility; Disqualification	64
Section 9.11.	Preferential Collection of Claims Against Company	64
	ARTICLE 10
	SATISFACTION AND DISCHARGE OF INDENTURE
Section 10.01.	Termination of Company’s Obligations	65
Section 10.02.	Application of Trust Money	65

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Section 10.03.	Repayment to Company	66
Section 10.04.	Reinstatement	66
	ARTICLE 11
	AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 11.01.	Without Consent of Holders	66
Section 11.02.	With Consent of Holders	67
Section 11.03.	Compliance with Trust Indenture Act	68
Section 11.04.	Revocation and Effect of Consents	68
Section 11.05.	Notation on or Exchange of Securities	69
Section 11.06.	Trustee to Sign Amendments, Etc.; Notices	69
	ARTICLE 12
	MISCELLANEOUS
Section 12.01.	Trust Indenture Act Controls	69
Section 12.02.	Notices	69
Section 12.03.	Communications by Holders with Other Holders	70
Section 12.04.	Certificate and Opinion as to Conditions Precedent	70
Section 12.05.	Record Date for Vote or Consent of Securityholders	71
Section 12.06.	Rules by Trustee, Paying Agent, Registrar	71
Section 12.07.	Legal Holidays	71
Section 12.08.	Governing Law	72
Section 12.09.	No Adverse Interpretation of Other Agreements	72
Section 12.10.	No Recourse Against Others	72
Section 12.11.	Successors	72
Section 12.12.	Multiple Counterparts	72
Section 12.13.	Separability	72
Section 12.14.	Table of Contents, Headings, Etc.	72
Signatures		S-1
Exhibit A		A-1
Schedule I		B-1

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Cross-Reference Table*

Trust Indenture Act Section	Section of Indenture
310(a)(1)	9.10
310(a)(2)	9.10
310(a)(3)	Not Applicable
310(a)(4)	Not Applicable
310(a)(5)	Not Applicable
310(b)	9.10
310(c)	Not Applicable
311(a)	9.11
311(b)	9.11
311(c)	Not Applicable
312(a)	2.05
312(b)	12.03
312(c)	12.03
313(a)	9.06
313(b)(1)	Not Applicable
313(b)(2)	9.06
313(c)	9.06
313(d)	9.06
314(a)	6.02 and 6.04
314(b)	Not Applicable
314(c)(1)	12.04(a)(1)
314(c)(2)	12.04(a)(2)
314(c)(3)	Not Applicable
314(d)	Not Applicable
314(e)	12.04(b)
314(f)	Not Applicable
315(a)	9.01(b)
315(b)	9.05 and 12.02
315(c)	9.01(a)
315(d)	9.01(c)
315(d)(1)	9.01(b)(1)
315(d)(2)	9.01(c)(2)
315(d)(3)	9.01(c)(3)
315(e)	8.11
316(a)(1)(A)	8.05
316(a)(1)(B)	8.04
316(a)(2)	Not Applicable
316(a) last sentence	2.09
316(b)	8.07
316(c)	12.05
317(a)(1)	8.08
317(a)(2)	8.09
317(b)	2.04
318(a)	12.01
318(b)	Not Applicable
318(c)	12.01

* This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this Indenture.

INDENTURE dated as of March 20, 2006 between Waste Connections, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).

Both parties agree as follows for the benefit of the other and for the equal and ratable benefit of the registered holders of the Company’s 3.75% Convertible Senior Notes due 2026.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01.

“Additional Interest” means all Additional Interest as defined in the Registration Rights Agreement.

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

“Agent” means any Registrar (as defined below), Paying Agent (as defined below) or Conversion Agent (as defined below).

“Board of Directors” means the Board of Directors of the Company or any authorized committee of the Board of Directors.

“Board Resolution” means a copy of one or more resolutions, certified by an Officer of the Company to have been duly adopted or consented to by the Board of Directors and to be in full force and effect, and delivered to the Trustee.

“Business Day” means a day that is not a Legal Holiday (as defined below).

“Calculation Agent” means the Person identified as “Trustee” in the first paragraph hereof.

“Calendar Quarter” means any three-month period of January through March, April through June, July through September, or October through December.

“Capital Stock” for any corporation means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that corporation.

“Cash” or “cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Common Stock” means any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which is not subject to redemption by the Company. Subject to the provisions of Section 4.12, however, shares issuable on conversion of Securities shall include only shares of Common Stock, $0.01 par value per share (which is the class designated as Common Stock of the Company at the date of this Indenture), or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which are not subject to redemption by the Company.

“Company” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor.

“Consolidated Net Worth” means, with respect to any Person, the consolidated stockholders’ equity (excluding any Capital Stock that by its terms is, or upon the happening of an event or passage of time would be, required to be redeemed prior to the maturity of the Securities or is redeemable at the option of the holder thereof at any time prior to such maturity or is convertible or exchangeable for debt securities at any time prior to such maturity at the option of the holder thereof) of such Person and its consolidated subsidiaries, as determined in accordance with generally accepted accounting principles.

“Conversion Rate” means the number of shares of Common Stock equal to $1,000 divided by the Conversion Price (defined below), which shall be 19.6078 as of the date of this Indenture.

“Corporate Trust Office” of the Trustee means the office of U.S. Bank National Association at which this Indenture is administered, which office initially is located at: U.S. Bank National Association, Mail Station: LM-CA-T24T, 633 West 5th Street, 24th Floor, Los Angeles, CA 90071, Attn: Corporate Trust Services.

2

“Custodian” means, except for purposes of Section 8.01, U.S. Bank National Association.

“Default” or “default” means any event which is, or after notice or passage of time, or both, would be, an Event of Default (as defined below).

“Depositary” means, with respect to the Securities issuable or issued in whole or in part in global form, The Depository Trust Company as the Depositary with respect to the Securities, until a successor shall have been appointed and becomes such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary” shall mean or include such successor.

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

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

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

“Interest Payment Date” has the meaning set forth in paragraph 1 of the Form of Security attached hereto as Exhibit A.

“Officer” means the Chairman of the Board, the President, any Vice President, the Chief Executive Officer, the Chief Financial Officer, the General Counsel, the Treasurer or the Secretary of the Company.

“Officers’ Certificate” means a certificate signed by two Officers of the Company; provided, however, that for purposes of Section 6.04 “Officers’ Certificate” means a certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Company.

“Opinion of Counsel” means a written opinion from legal counsel acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.

“Person” or “person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof, and includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

“PORTAL Market” means the Private Offerings, Resales and Trading through Automated Linkages Market operated by the National Association of Securities Dealers, Inc. or any successor thereto.

3

“Principal” or “principal” of a debt security, including the Securities, means the principal of the security plus, when appropriate, the premium, if any, on the security.

“Record Date” has the meaning set forth in paragraph 1 of the Form of Security attached hereto as Exhibit A.

“Redemption Date” has the meaning set forth in Section 3.01 hereof.

“Redemption Price” has the meaning set forth in Section 3.01 hereof.

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of March 20, 2006, among the Company, Citigroup Global Markets Inc. and Banc of America Securities LLC.

“SEC” means the Securities and Exchange Commission.

“Securities” means the 3.75% Convertible Senior Notes due 2026 or any of them (each a “Security”), as amended or supplemented from time to time, that are issued under this Indenture.

“Significant Subsidiary” means a “significant subsidiary” as defined in Reg. §210.1-02(w) of Regulation S-X under the Exchange Act.

“Stock Price” means the price per share of Common Stock paid in connection with a Change in Control (as defined below) transaction pursuant to which Additional Shares are issuable as set forth in Section 4.16(a) hereof, which shall be equal to (i) if holders of Common Stock receive only cash in such Change in Control transaction, the cash amount paid per share of Common Stock and (ii) in all other cases, the average of the Closing Price (as defined in Section 4.06(f)) of the Common Stock on the five Trading Days (as defined below) prior to, but not including, the effective date of such Change in Control transaction.

“Subsidiary” means any corporation, association or other business entity of which at least a majority of the total Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the Company’s other Subsidiaries or a combination thereof.

“TIA” means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990 and as in effect on the date of this Indenture, except as provided in Section 11.03, and except to the extent any amendment to the Trust Indenture Act expressly provides for application of the Trust Indenture Act as in effect on another date.

4

“Trustee” means U.S. Bank National Association until a successor replaces it in accordance with the provisions of this Indenture and thereafter means the successor.

“Trust Officer” means any officer in the Corporate Trust Office of the Trustee, including any senior vice president, vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer customarily performing functions similar to those performed by any of the above-designated officers who shall, in any case, be responsible for the administration of this Indenture or have familiarity with it, and also means, with respect to a particular corporate matter, any other officer of the Trustee to whom corporate trust matters are referred because of his knowledge of and familiarity with the particular subject.

“Voting Stock” of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

Section 1.02. Other Definitions.

Term	Defined in Section
“Acquisition Value”	4.16(b)
“Additional Shares”	4.16(a)
“Bankruptcy Law”	8.01
“beneficial owner”	3.10
“Change in Control”	3.10
“Closing Price”	4.06(f)
“Company Notice”	3.11(a)
“Company Order”	2.02
“Continuing Directors”	3.10
“Conversion Agent”	2.03
“Conversion Price”	4.06
“Conversion Value”	4.15(a)
“Custodian”	8.01
“ex-dividend date”	4.01
“Defaulted Interest”	6.01
“Determination Date”	4.15(b)
“Event of Default”	8.01
“Global Note”	2.06(a)
“Group”	3.10(3)
“Legal Holiday”	12.07
“Make Whole Payment”	3.01
“Net Shares”	4.15(b)

5

“Optional Redemption”	3.01
“Paying Agent”	2.03
“Pre-Dividend Sale Price”	4.06(e)
“Principal Return”	4.15(b)
“Public Acquirer Change in Control”	4.16(b)
“Purchase Date”	3.09(a)
“Purchase Date Notice”	3.09(b)
“Purchase Notice”	3.09(c)
“Purchase Price”	3.09(a)
“Reference Property”	4.12
“Registrar”	2.03
“Repurchase Date”	3.10
“Repurchase Price”	3.10
“Repurchase Notice”	3.11(b)
“Stockholder Rights Plan”	4.06(g)
“Trading Day”	4.06(f)
“Treasury Yield”	3.01
“Trigger Event”	4.06(g)
“Twenty Day Average VWAP”	4.15(a)
“Valuation Period”	4.16(b)
“VWAP”	4.15(a)

Section 1.03. Incorporation by Reference of Trust Indenture Act.

This Indenture is hereby made subject to, and shall be governed by, the provisions of the TIA required to be part of and to govern indentures qualified under the TIA. The following TIA terms used in this Indenture have the following meanings:

“Commission” means the SEC.

“indenture securities” means the Securities.

“indenture security holder” means a Securityholder.

“indenture to be qualified” means this Indenture.

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

“obligor” on the indenture securities means the Company or any other obligor on the Securities.

All other terms used in this Indenture that are defined in the TIA, defined by a TIA reference to another statute or defined by SEC rule and not otherwise defined herein have the meanings assigned to them therein.

Section 1.04. Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

6

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in effect on the date hereof, and any other reference in this Indenture to “generally accepted accounting principles” refers to generally accepted accounting principles in effect on the date hereof;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and words in the plural include the singular;

(5) provisions apply to successive events and transactions; and

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

ARTICLE 2

THE SECURITIES

Section 2.01. Designation, Form and Dating.

The Securities shall be designated as the “3.75% Convertible Senior Notes due 2026.” The Securities and the Trustee’s certificate of authentication to be borne by the Securities shall be substantially in the form of Exhibit A attached hereto, which is incorporated in and made part of this Indenture. The Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to the terms and provisions of the Securities and to be bound thereby. Any of the Securities may have imprinted thereon such legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed or any trading system in which the Securities may be admitted, or to conform to usage. Each Security shall be dated the date of its authentication.

Section 2.02. Execution and Authentication.

Two Officers of the Company shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

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The Trustee shall authenticate and make available for delivery Securities upon a written order or orders of the Company signed by two Officers or by an Officer and an Assistant Treasurer or Assistant Secretary of the Company (a “Company Order”). The Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. The Company may issue additional Securities after Securities have been issued with the same terms and the same CUSIP number as the previously issued Securities. All such Securities shall be treated as a single series for all purposes under this Indenture, including without limitation, waivers, amendments, redemptions and offers to purchase. The aggregate principal amount of Securities outstanding under this Indenture at any time is unlimited, provided that no such additional Securities may be issued unless fungible with the Securities previously issued under this Indenture for United States federal income tax purposes.

The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.

The Securities shall be issuable only in registered form without coupons only in denominations of $1,000 and any integral multiple thereof.

Section 2.03. Registrar, Paying Agent and Conversion Agent.

The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency where Securities may be presented for payment (the “Paying Agent”), an office or agency where Securities may be presented for conversion (the “Conversion Agent”) and an office or agency for service of notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-Registrars, one or more additional Paying Agents and one or more additional Conversion Agents. The term “Registrar” includes any co-Registrar, the term “Paying Agent” includes any additional Paying Agent and the term “Conversion Agent” includes any additional Conversion Agent.

The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent or a Conversion Agent or fails to give the foregoing notice, the Trustee shall act as such. The Company

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or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.03 and Article 10), Registrar or Conversion Agent.

The Company initially appoints the Trustee as Registrar, Paying Agent and Conversion Agent in connection with the Securities.

Section 2.04. Paying Agent to Hold Money in Trust.

If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of and premium, if any, or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal of, premium, if any, or interest on any of the Securities so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 a.m., New York City time, on each due date of the principal of and premium, if any, or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 2.04, that such Paying Agent will:

(1) hold all sums held by it for the payment of the principal of, premium, if any, or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(2) give the Trustee written notice of any default by the Company (or any other obligor upon the Securities) in the making of any payment of principal, premium, if any, or interest; and

(3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of, and premium, if any, or interest on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable shall be paid, subject to applicable escheatment laws, to the Company or (if then held by

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the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper selected by the Company and published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 2.05. Securityholder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders and shall otherwise comply with TIA 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least five Business Days prior to each quarterly Interest Payment Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders, and the Company shall otherwise comply with TIA 312(a).

Section 2.06. Transfer and Exchange.

(a) Upon surrender for registration of transfer of any Security to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.06, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.

Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency maintained by the Company pursuant to Section 6.10. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding.

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

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All Securities presented or surrendered for registration of transfer or for exchange, redemption or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Securities shall be duly executed by the Securityholder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.

Neither the Company nor the Trustee nor any Registrar or any Company registrar shall be required to exchange or register a transfer of (a) any Securities for a period of fifteen (15) days next preceding any selection of Securities to be redeemed or (b) any Securities or portions thereof called for redemption pursuant to Section 3.04, (c) any Securities or portion thereof surrendered for conversion pursuant to Article 4 or (d) any Securities or portions thereof tendered (and not withdrawn) for repurchase pursuant to Section 3.09(a) or Section 3.10.

So long as the Securities are eligible for book-entry settlement with the Depositary, unless otherwise required by law and except as specified below, all Securities will be represented by a Security in global form registered in the name of the Depositary or the nominee of the Depositary (the “Global Note”). The transfer and exchange of beneficial interests in the Global Note shall be effected through the Depositary in accordance with this Indenture and the procedures of the Depositary therefor. The Trustee shall make appropriate endorsements to reflect increases or decreases in the principal amounts of the Global Note as set forth on the face of the Security to reflect any such transfers. Except as provided below, beneficial owners (as defined below) of the Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Securities in global form.

(b) Any Security in global form may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Securities to be tradable on The PORTAL Market or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Securities may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Securities are subject.

(c) Notwithstanding any other provisions of this Indenture, the Global Note may not be transferred as a whole or in part except by the Depositary to a

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nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Note. Initially, the Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Custodian for Cede & Co.

If at any time the Depositary for the Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note, the Company may appoint a successor Depositary with respect to such Global Note. If a successor Depositary is not appointed by the Company within ninety (90) days after the Company receives such notice, the Company will execute, and the Trustee, upon receipt of an Officers’ Certificate for the authentication and delivery of Securities, will authenticate and deliver, Securities in certificated form, in aggregate principal amount equal to the principal amount of the Global Note, in exchange for such Global Note.

The Global Note will also be exchanged by the Company for Securities in certificated form if (1) the Company in its sole discretion determines at any time not to have all the Securities represented by such Global Note or (2) there has occurred and is continuing a default or an Event of Default with respect to the Securities.

If a Security in certificated form is issued in exchange for any portion of the Global Note after 5:00 p.m., New York City time at the office or agency where such exchange occurs on or after any Record Date and before the opening of business at such office or agency on the next succeeding Interest Payment Date, interest will not be payable on such Interest Payment Date in respect of such Security, but will be payable on such Interest Payment Date, subject to the provisions of paragraphs 1 and 2 of the Security, only to the person to whom interest in respect of such portion of the Global Note is payable in accordance with the provisions of this Indenture and the Securities.

Securities in certificated form issued in exchange for all or a part of the Global Note pursuant to this Section 2.06 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Securities in certificated form to the persons in whose names such Securities in certificated form are so registered.

At such time as all interests in the Global Note have been redeemed, converted, canceled, exchanged for Securities in certificated form, or transferred to a transferee who receives Securities in certificated form thereof, such Global

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Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in the Global Note is redeemed, converted, exchanged, repurchased or canceled, the principal amount of the Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction.

(d) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States Federal or state securities law.

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

Section 2.07. Replacement Securities.

If any mutilated Security is surrendered to the Company or the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such Security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or redeem such Security, as the case may be.

Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) in connection therewith.

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Every new Security issued pursuant to this Section 2.07 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 2.08. Outstanding Securities.

Securities outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

If the Paying Agent (other than the Company or an Affiliate of the Company) holds on a Redemption Date (as defined below), Repurchase Date (as defined below) or the maturity date money sufficient to pay the principal of, premium, if any, and accrued interest on Securities payable on that date, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue.

Subject to the restrictions contained in Section 2.09, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.

Section 2.09. Treasury Securities.

In determining whether the Holders of the required principal amount of Securities have concurred in any notice, direction, waiver or consent, Securities owned by the Company or any other obligor on the Securities or by any Affiliate of the Company or of such other obligor shall be disregarded, except that for purposes of determining whether the Trustee shall be protected in relying on any such notice, direction, waiver or consent, only Securities which a Trust Officer of the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to the Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

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Section 2.10. Temporary Securities.

Until definitive Securities are ready for delivery, the Company may prepare and execute, and, upon the order of the Company, the Trustee shall authenticate and deliver temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company with the consent of the Trustee considers appropriate for temporary Securities. Every such temporary Security shall be executed by the Company and authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Securities. Without unreasonable delay the Company will execute and deliver to the Trustee definitive Securities and thereupon any or all temporary Securities may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to Section 6.10 and the Trustee shall authenticate and deliver in exchange for such temporary Securities an equal aggregate principal amount at maturity of definitive Securities. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities authenticated and delivered hereunder.

Section 2.11. Cancellation.

The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar, the Paying Agent and the Conversion Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange, payment or conversion. The Trustee and no one else shall cancel all Securities surrendered for transfer, exchange, payment (including redemption or repurchase), conversion or cancellation and shall dispose of cancelled Securities in accordance with its procedures for the disposition of cancelled Securities in effect as of the date of such disposition and thereupon deliver a certificate of cancellation to the Company. The Company may not issue new Securities to replace Securities it has paid or delivered to the Trustee for cancellation or which have been converted.

Section 2.12. CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.

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ARTICLE 3

REDEMPTION AND REPURCHASE

Section 3.01. Optional Redemption by the Company.

At any time on or after April 1, 2010, the Company may redeem the Securities in whole, or from time to time, in part, at its option (an “Optional Redemption”) upon notice as set forth in Section 3.04, at a Redemption Price (the “Redemption Price”) equal to 100% of the principal amount of the Securities, plus accrued and unpaid interest (including Additional Interest, if any) thereon to but not including the date fixed for redemption specified in the notice sent pursuant to Section 3.02 (the “Redemption Date”) and, if redeemed prior to April 1, 2011, the Make Whole Payment (as defined below). The Company will pay the Make Whole Payment to Holders of any Securities converted after the date on which the Company provides notice of an Optional Redemption and prior to the Redemption Date, to the extent such Securities would have been entitled to the Make Whole Payment upon redemption.

The “Make Whole Payment” shall be equal to the present value of all remaining scheduled payments of interest on the Securities to be redeemed through and including April 1, 2011. The present value of the remaining interest payments will be computed using a discount rate equal to the Treasury Yield. “Treasury Yield” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity of one year (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519)) that has become publicly available at least two business days prior to the date fixed for redemption (or, if such Statistical Release is no longer published, any publicly available source for similar market data).

Section 3.02. Election to Redeem; Notice to Trustee.

If the Company elects to redeem Securities pursuant to Section 3.01, it shall notify the Trustee at least 45 days (or such fewer number of days as may be acceptable to the Trustee) but no more than 60 days prior to the Redemption Date as fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee) of the Redemption Date and the principal amount of Securities to be redeemed. If fewer than all of the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than 10 days after the date of notice to the Trustee.

Section 3.03. Selection of Securities to be Redeemed.

If less than all of the Securities are to be redeemed, the Trustee shall, not more than 60 days prior to the Redemption Date, select the Securities to be redeemed by lot, pro rata or by another method the Trustee considers fair and appropriate; provided that such method is not prohibited by any stock exchange or

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market on which the Securities are then listed. The Trustee shall make the selection from the Securities outstanding and not previously called for redemption. Securities in denominations of $1,000 may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 or any multiple thereof) of the principal of Securities that have denominations larger than $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

Section 3.04. Notice of Redemption.

Notice of an Optional Redemption shall be given at least 30 days prior to the Redemption Date. In each case, the Company shall mail or cause to be mailed a notice of redemption by first-class mail to each Holder of Securities to be redeemed at such Holder’s address as it appears on the Registrar’s books.

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

(1) the Redemption Date;

(2) the Redemption Price, including the Make Whole Payment, if any;

(3) the then-current Conversion Price;

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

(5) that Securities called for redemption must be presented and surrendered to the Paying Agent to collect the Redemption Price;

(6) that the Securities called for redemption may be converted at any time before 5:00 p.m., New York City time on the day that is two Business Days immediately preceding the Redemption Date;

(7) that Holders who wish to convert Securities must satisfy the requirements in paragraph 8 of the Securities;

(8) that, unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holder is to receive payment of the Redemption Price upon presentation and surrender to the Paying Agent of the Securities;

(9) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon presentation and surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued; and

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(10) subject to Section 2.12, the CUSIP number of the Securities called for redemption.

At the Company’s written request delivered at least 15 days prior to the date of the mailing of the notice of redemption, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense.

Section 3.05. Deposit of Redemption Price.

On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date other than any Securities called for redemption on that date which have been converted prior to the date of such deposit; provided that if such payment is made on the Redemption Date, it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date.

If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any predecessor Security to receive interest) be paid to the Company as soon as practicable upon written request by the Company or, if then held by the Company, shall be released from such trust.

Section 3.06. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall cease to bear or accrue any interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to (but not including) the Redemption Date; provided, however, that installments of interest whose stated maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities registered as such at 5:00 p.m., New York City time on the relevant record date according to their terms.

If the Company shall fail to deposit the Redemption Price with the Trustee and any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid, bear and accrue interest from the Redemption Date at the rate borne by the Security.

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Section 3.07. Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at an office or agency of the Company designated for that purpose (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 his attorney-in-fact duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal amount of the Security so surrendered.

Section 3.08. Conversion Arrangement on Call for Redemption.

In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities by an agreement with one or more investment bankers or other purchaser to purchase such Securities by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price of such Securities, together with interest accrued to the Redemption Date. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, together with interest accrued to, but excluding, the Redemption Date shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchaser. If such an agreement is entered into, a copy of which shall be filed with the Trustee prior to the Redemption Date, any Securities not duly surrendered for conversion by the Holders thereof, may, at the option of the Company, be deemed, to the fullest extent permitted by law, acquired by such purchaser from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchaser for conversion, all as of immediately prior to 5:00 p.m., New York City time on the Redemption Date (and the right to convert any such Securities shall be deemed to have been extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee’s prior written consent, no arrangement between the Company and such purchaser for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchaser, including the costs and expenses incurred by the Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture. Nothing in the preceding sentence shall be deemed to limit the rights

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and protections afforded to the Trustee in Article 9, including, but not limited to, the right to the indemnification pursuant to Section 9.07.

Section 3.09. Repurchase at the Option of the Holder.

(a) A Holder shall have the right to require the Company to repurchase all or a portion of such Holder’s Securities in accordance with the provisions of this Section 3.09. If a Holder exercises its right to require the Company to repurchase Securities under this Section 3.09, such Securities shall be purchased by the Company on April 1, 2011, April 1, 2016 or April 1, 2021 (each, a “Purchase Date”), as designated by such Holder in exercising its rights hereunder, at a purchase price (the “Purchase Price”) equal to the principal amount thereof, plus any accrued interest (including Additional Interest, if any) up to but excluding the Purchase Date.

Notwithstanding anything else to the contrary in this Indenture, no Securities may be repurchased by the Company at the option of the Holders pursuant to this Section 3.09 or Section 3.10 if the principal of the Securities has been accelerated, and such acceleration has not been rescinded on or prior to such date.

Whenever in this Indenture there is a reference to the principal of any Security as of any time, such reference shall be deemed to include reference to the Purchase Price payable in respect of such Security to the extent that such Purchase Price is, was or would be so payable at such time, and express mention of the Purchase Price in any provision of this Indenture shall not be construed as excluding the Purchase Price in those provisions of this Indenture when such express mention is not made.

(b) Not later than 20 Business Days prior to an upcoming Purchase Date, the Company shall mail a written notice (a “Purchase Date Notice”) by first-class mail to the Trustee and to each Holder (and to beneficial holders as required by applicable law). Such notice shall include the form of Purchase Notice (as defined below) to be completed by a Holder that wishes to exercise its option to have the Company repurchase such Holder’s Securities and shall state:

(1) the date of such upcoming Purchase Date;

(2) the date by which the Purchase Notice pursuant to this Section 3.09 must be given;

(3) the Purchase Price;

(4) the current Conversion Price;

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

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(6) [reserved];

(7) that Securities as to which a Purchase Notice has been given may be converted into Common Stock only to the extent that the Purchase Notice has been withdrawn in accordance with the terms of this Indenture;

(8) the procedures that the Holder must follow to exercise rights under this Section 3.09;

(9) the procedures for withdrawing a Purchase Notice, including a form of notice of withdrawal;

(10) that the Holder must satisfy the requirements set forth in the Securities in order to convert the Securities; and

(11) the CUSIP number of the Securities as to which such Purchase Date Notice has been given.

(c) A Holder may exercise its rights specified in Section 3.09(a) upon delivery of a written notice of the exercise of such rights (a “Purchase Notice”) to the Paying Agent at any time from the opening of business on the date that is 20 Business Days prior to a Purchase Date until 5:00 p.m., New York City time on the Business Day immediately prior to such Purchase Date stating:

(1) the certificate number of each Security that the Holder will deliver to be repurchased;

(2) the portion of the principal amount of each Security that the Holder will deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and

(3) that such Security shall be repurchased pursuant to the terms and conditions specified in this Indenture.

The delivery of such Security to the Paying Agent prior to the Repurchase Date (together with all necessary endorsements) at the office 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 3.09 only if the Security 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 repurchase from the Holder thereof, pursuant to Section 3.09, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Security pursuant to this Section 3.09 also apply to the repurchase of such portion of such Security.

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Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.09(c) shall have the right to withdraw such Purchase Notice in whole or in respect of a portion of the Securities covered thereby that is $1,000 or an integral multiple thereof at any time prior to 5:00 p.m., New York City time on the Business Day prior to the Purchase Date pertaining thereto by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.12.

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

Section 3.10. Repurchase of Securities at Option of the Holder upon Change in Control.

If at any time that Securities remain outstanding there shall have occurred a Change in Control (as defined below), Securities shall be repurchased by the Company at the option of the Holder thereof, at a cash purchase price (the “Repurchase Price”) equal to the principal amount thereof plus accrued interest (including Additional Interest, if any) up to but excluding the Repurchase Date, on the date fixed by the Company that is not less than 45 days nor more than 60 days after the date of the Company Notice (as defined below) (the “Repurchase Date”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.11(b).

Whenever in this Indenture there is a reference to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made.

A “Change in Control” shall be deemed to have occurred at such time after the original issuance of the Securities as any of the following occur:

(1) consummation of any transaction or event (whether by means of a liquidation, share exchange, tender offer, consolidation, recapitalization, reclassification, merger of the Company or any sale, lease or other transfer of the consolidated assets of the Company and the Company’s subsidiaries substantially as an entirety) or a series of related transactions or events pursuant to which Common Stock is exchanged for, converted into or constitutes solely the right to receive cash, securities or other property other than pursuant to a transaction in which the persons that “beneficially owned,” directly or indirectly, the shares of Common Stock immediately prior to such transaction beneficially own, directly or indirectly, shares of common stock representing a majority of the total voting power of all outstanding classes of common stock of the surviving or transferee

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person in substantially the same proportion amongst themselves as such ownership immediately prior to such transaction;

(2) the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the applicable indenture);

(3) any person or group of related persons, as defined in Section 13(d) of the Exchange Act (a “Group”) shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the Company’s issued and outstanding Voting Stock of, or any successor to, all or substantially all of the Company’s assets; or

(4) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors (as defined below).

Notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase Securities upon a Change in Control if, in the case of clause (1) of the definition of a “Change in Control”, 90% or more of the consideration, excluding cash payments for fractional shares and cash payments pursuant to dissenters’ appraisal rights, in the transaction or transactions consists of shares of common stock traded or to be traded immediately following a Change in Control on a U.S. national securities exchange or the Nasdaq National Market, and, as a result of the transaction or transactions, the Securities become convertible into that common stock (and any rights attached thereto).

A “beneficial owner” shall be determined in accordance with Rules 13d-3 and 13d-5 promulgated by the SEC under the Exchange Act, as in effect on the date of execution of this Indenture, except that a person shall be deemed to be the “beneficial owner” of all Common Stock that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on the date of the original issuance of the Securities or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the remaining Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

Section 3.11. Notice; Method of Exercising Repurchase Right.

(a) On or prior to the 30^th day after the occurrence of a Change in Control, the Company shall mail a written notice (the “Company Notice”) by first-class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). Such notice shall include the form of a Repurchase Notice (as defined below) to be completed by the Holder and shall state:

(1) the date of such Change in Control and, briefly, the events causing such Change in Control;

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(2) the date by which the Repurchase Notice pursuant to this Section 3.11 must be given;

(3) the Repurchase Date;

(4) the Repurchase Price;

(5) the current Conversion Price;

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

(7) [reserved]

(8) that Securities as to which a Repurchase Notice has been given may be converted into Common Stock only to the extent that the Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;

(9) the procedures that the Holder must follow to exercise rights under this Section 3.10;

(10) the procedures for withdrawing a Repurchase Notice, including a form of notice of withdrawal;

(11) that the Holder must satisfy the requirements set forth in the Securities in order to convert the Securities; and

(12) the CUSIP number of the Securities as to which such Company Notice has been given.

(b) A Holder may exercise its rights specified in Section 3.10 upon delivery of a written notice of the exercise of such rights (a “Repurchase Notice”) to the Paying Agent at any time prior to 5:00 p.m., New York City time on the third Business Day prior to the Repurchase Date, stating:

(1) the certificate number of each Security that the Holder will deliver to be repurchased;

(2) the portion of the principal amount of each Security that the Holder will deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and

(3) that such Security shall be repurchased pursuant to the terms and conditions specified in this Indenture.

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The delivery of such Security to the Paying Agent on or prior to the third Business Day preceding the Repurchase Date (together with all necessary endorsements) at the office 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 Section 3.10 only if the Security 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 Section 3.10, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Security pursuant to Sections 3.09 through 3.16 also apply to the repurchase of such portion of such Security.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.11(b) shall have the right to withdraw such Repurchase Notice in whole or in respect of a portion of the Securities covered thereby that is $1,000 or an integral multiple thereof at any time prior to 5:00 p.m., New York City time on the Business Day prior to the Repurchase Date pertaining thereto by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.12.

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

Section 3.12. Effect of Purchase Notice or Repurchase Notice.

Upon receipt by the Paying Agent of a Purchase Notice as specified in Section 3.09(c) or of a Repurchase Notice as specified in Section 3.11(b), the Holder of the Security in respect of which such Purchase Notice or Repurchase Notice, as the case may be, was given shall (unless such Purchase Notice or Repurchase Notice is withdrawn as specified below) thereafter be entitled to receive solely the Purchase Price or Repurchase Price, as the case may be, with respect to such Security. Such Purchase Price or Repurchase Price shall be paid to such Holder promptly following the later of (i) the Purchase Date or Repurchase Date, as the case may be, with respect to such Security (provided the conditions in Section 3.09(c) or Section 3.11(b), respectively, have been satisfied) and (ii) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.09(c) or Section 3.11(b), respectively. Securities in respect of which a Purchase Notice or Repurchase Notice, as the case may be, has been given by the Holder thereof may not be converted into shares of Common Stock on or after the date of the delivery of such Purchase Notice or Repurchase Notice unless such Purchase Notice or Repurchase Notice has first been validly withdrawn.

A Purchase Notice or Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered by the Holder, with such Holder’s

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signature guaranteed in a manner satisfactory to the Paying Agent, to the office of the Paying Agent at any time prior to 5:00 p.m., New York City time on the Business Day prior to the Purchase Date or Repurchase Date to which it relates, specifying:

(1) the certificate number of each Security in respect of which such notice of withdrawal is being submitted;

(2) the principal amount of the Security or portion thereof with respect to which such notice of withdrawal is being submitted; and

(3) the principal amount, if any, of such Security that remains subject to the original Purchase Notice or Repurchase Notice, as the case may be, and that has been or will be delivered for repurchase by the Company.

Section 3.13. Deposit of Purchase Price or Repurchase Price.

On or before the Purchase Date or the Repurchase Date, as the case may be, applicable in respect of an exercise of the rights provided for in Section 3.09 or Section 3.10, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.04) an amount of money sufficient to pay the aggregate Purchase Price or Repurchase Price of all the Securities or portions thereof that are to be repurchased as of such Purchase Date or Repurchase Date, as the case may be. The manner in which the deposit required by this Section 3.13 is made by the Company shall be at the option of the Company; provided that such deposit shall be made in a manner such that the Trustee or the Paying Agent shall have immediately available funds on such Purchase Date or Repurchase Date, as the case may be; provided further, that if such payment is made on such Purchase Date or Repurchase Date, as the case may be, it must be received by the Trustee or Paying Agent by 10:00 a.m., New York City time, on such date.

If the Paying Agent holds, in accordance with the terms hereof, money sufficient to pay the Purchase Price or the Repurchase Price, as the case may be, of any Security tendered for repurchase on the Business Day prior to the Purchase Date or the Repurchase Date therefor, then, on and after such Purchase Date or the Repurchase Date, as the case may be, such Security will cease to be outstanding and interest on such Security will cease to accrue and will be deemed paid, whether or not such Security is delivered to the Paying Agent, and all other rights of the Holder in respect thereof shall terminate (other than the right to receive the Purchase Price or the Repurchase Price, as the case may be, upon delivery of such Security).

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Section 3.14. Securities Repurchased in Part.

Any Security that is to be repurchased pursuant to Section 3.09 or Section 3.10 only in part shall be surrendered at the office of the Paying Agent (with 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 Security, without service charge, a new Security or Securities, or such authorized denomination or denominations as may be requested by such Holder, in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Security so surrendered that is not repurchased.

Section 3.15. Compliance with Securities Laws upon Repurchase of Securities.

In connection with any offer to repurchase or repurchase of Securities under Section 3.09 or Section 3.10 hereof (provided that such offer or repurchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) at the time of such offer or repurchase), the Company shall (i) comply with Rule 13e-4 and Rule 14e-1 under the Exchange Act, (ii) file the related Schedule 13E-4 (or any successor schedule, form or report) under the Exchange Act, and (iii) otherwise comply with all federal and state securities laws so as to permit the rights of the Holders and obligations of the Company under Sections 3.09 through 3.15 to be exercised in the time and in the manner specified therein.

Section 3.16. Repayment to the Company.

To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.13 exceeds the aggregate Purchase Price or Repurchase Price, as the case may be, of the Securities or portions thereof to be so repurchased, then, promptly after the Business Day following the Purchase Date or the Repurchase Date, the Trustee or the Paying Agent, as the case may be, shall return any such excess to the Company.

ARTICLE 4

CONVERSION

Section 4.01. Conversion Privilege.

Subject to the provisions of this Article 4, at any time on or prior to 5:00 p.m., New York City time on April 1, 2026 or, if not a Business Day, the Business Day immediately preceding April 1, 2026, subject as otherwise provided herein, a Holder of a Security may convert such Security into cash and, if applicable, Common Stock equal to the Conversion Value (as defined below) in accordance with Section 4.15, if any of the following conditions is satisfied:

(a) the Closing Price (as defined below) per share of Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of the Calendar Quarter preceding the Calendar Quarter in which the conversion of such Security occurs is more than 130% of the Conversion Price on such thirtieth Trading Day;

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(b) the Security has been called for redemption by the Company pursuant to Section 3.01;

(c) [reserved];

(d) (i) an issuance of rights, warrants or options referred to in Section 4.06(b) occurs or (ii) a distribution referred to in Section 4.06(c) occurs where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors of the Company, which determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the date that such distribution was first publicly announced; provided, however, that this Section 4.01(d) will not apply to a Security with respect to which the Holder otherwise participates in the issuance or distribution described in clause (i) or (ii) above on an as-converted basis (solely into shares of Common Stock at the then applicable Conversion Price) without conversion of such Holder’s Securities; or

(e) [reserved];

(f) (x) the Company is party to, or has announced, a transaction that is a reclassification, consolidation, merger, share exchange, sale or other transaction pursuant to which the Common Stock is subject to conversion into shares of stock, other securities or property (including cash) pursuant to Section 4.12 and (y) the conversion of such Security occurs at any time from and after the date that is 15 days prior to the date of the anticipated effective time of such transaction announced by the Company until and including the date that is 15 days after the actual effective date of such transaction (or if such transaction also constitutes a Change in Control, until the Repurchase Date).

In the case of the foregoing clauses (d)(i) and (ii), the Company must notify the Holders at least 20 days prior to the ex-dividend date (as defined below) for such issuance or distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of 5:00 p.m., New York City time on the Business Day prior to the ex-dividend date or the Company’s announcement that such issuance or distribution will not take place.

The “ex-dividend date” for any such issuance or distribution means the date immediately prior to the commencement of “ex-dividend” trading for such issuance or distribution on the national securities exchange or The New York

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Stock Exchange or similar system of automated dissemination of quotations of securities prices on which the Common Stock is then listed or quoted.

In the case of Section 4.01(f), the Company will notify Holders and the Trustee as promptly as practicable following the date on which the Company publicly announces a transaction described in Section 4.01(f), but in no event less than 15 days prior to the effective date of such transaction.

A Holder may only convert a Security or a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security.

If a Security is called for redemption pursuant to Article 3, the right to convert such Security shall terminate at 5:00 p.m., New York City time on the Business Day before the Redemption Date for such Security (unless the Company shall default in making the redemption payment then due, in which case the conversion right shall terminate on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Purchase Notice pursuant to Section 3.09(c) or a Repurchase Notice pursuant to Section 3.11(b) exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such Purchase Notice or Repurchase Notice, as the case may be, is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to 5:00 p.m., New York City time on the corresponding Purchase Date or Repurchase Date, as the case may be, in accordance with Section 3.12.

A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock and, upon such conversion, only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

Section 4.02. Conversion Procedure.

To convert a Security, a Holder must (i) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent (as defined below), (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents to the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 4.04 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary’s book-entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is the conversion date. As soon as practicable after the conversion date, the Company shall deliver to the Holder through the Conversion Agent (1) cash in the amount calculated in accordance with Section 4.15, (2) the number of whole shares of Common Stock issuable upon the conversion, if any, and (3) cash in lieu of any fractional shares pursuant to Section 4.15.

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The person in whose name the Security is registered shall be deemed to be a stockholder of record on the conversion date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at 5:00 p.m., New York City time on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security.

No payment or adjustment will be made for accrued interest (including Additional Interest, if any) on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security, but if any Holder surrenders a Security for conversion after a Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, including the maturity date, then, notwithstanding such conversion, the interest payable (including Additional Interest, if any) on such Interest Payment Date shall be paid to the Holder of such Security at 5:00 p.m., New York City time on the Record Date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest payable (including Additional Interest, if any) on such Interest Payment Date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted. The foregoing two sentences shall not apply (i) to Securities called for redemption on a Redemption Date within the period between 5:00 p.m., New York City time on the Record Date and the Business Day immediately following the next Interest Payment Date (ii) to Securities surrendered for conversion if the Company has specified a Repurchase Date following a Change in Control that is after 5:00 p.m., New York City time on the Record Date and on or prior to the next Interest Payment Date or (iii) only to the extent of overdue interest, if any overdue interest exists at the time of conversion with respect to such Securities.

Pursuant to Section 3.01, the Company must pay a Make Whole Payment to Holders of Securities converted after the date on which the Company provides notice of an Optional Redemption until the Redemption Date, if Holders of Securities subject to redemption would be entitled to such a payment.

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

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

Section 4.03. Adjustments Below Par Value.

Before taking any action which would cause an adjustment decreasing the Conversion Price so that any shares of Common Stock issuable upon conversion of the Securities would be issued for less than the par value of such Common Stock, the Company will take all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price.

Section 4.04. Taxes on Conversion.

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

Section 4.05. Company to Provide Stock.

The Company shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve, out of its authorized but unissued Common Stock a sufficient number of shares of Common Stock to permit the conversion of all outstanding Securities for shares of Common Stock.

No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Security or Securities, the Company shall make an adjustment thereof in cash at the current market value thereof. For these purposes, the current market value of a share of Common Stock shall be the Closing Price per share of Common Stock on the first Business Day immediately preceding the day on which the Securities (or specified portions thereof) are deemed to have been converted.

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The Company covenants that all shares of Common Stock delivered upon conversion of the Securities shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free of any lien or adverse claim.

The Company will endeavor promptly to comply with all federal and state securities laws regulating the offer and delivery of shares of Common Stock upon conversion of Securities, if any, and will list or cause to have quoted such shares of Common Stock on each national securities exchange or in the over-the-counter market or such other market on which the Common Stock is then listed or quoted.

Section 4.06. Adjustment of Conversion Price.

The conversion price (the “Conversion Price”) shall be that price set forth in paragraph 8 of the form of Security attached hereto as Exhibit A and shall be adjusted from time to time by the Company as follows:

(a) In case the Company shall (i) pay a dividend or other distribution in shares of Common Stock to holders of Common Stock, (ii) subdivide its outstanding Common Stock into a greater number of shares, (iii) combine its outstanding Common Stock into a smaller number of shares or (iv) reclassify its outstanding Common Stock, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which it would have owned or have been entitled to receive had such Security been converted immediately prior to the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision, combination or reclassification.

(b) In case the Company shall issue to all or substantially all holders of its Common Stock, rights, warrants or options entitling such holders to subscribe for or purchase (for a period expiring not more than 60 days after the date of such issuance) shares of Common Stock (or securities convertible into Common Stock) at a price per share less than the average Closing Price of Common Stock for the ten Trading Days immediately preceding the date that such distribution was first publicly announced (as determined in accordance with subsection (f) below) at the record date for the determination of stockholders entitled to receive such rights, warrants or options, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Conversion Price shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date, plus the number of shares which the aggregate subscription or purchase price for the total number of shares of Common Stock offered by the rights, warrants or options so issued (or the aggregate conversion price of the convertible securities offered by such rights,

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warrants or options) would purchase at such current market price, and the denominator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered by such rights, warrants or options (or into which the convertible securities so offered by such rights, warrants or options are convertible). Such adjustment shall be made successively whenever any such rights, warrants or options are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights, warrants or options are exercisable not all rights, warrants or options shall have been exercised, the adjusted Conversion Price shall be immediately readjusted to what it would have been upon application of the foregoing adjustment substituting the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued) for the total number of shares of Common Stock offered (or the convertible securities offered).

(c) In case the Company shall distribute to all or substantially all holders of its Common Stock any shares of Capital Stock of the Company (other than Common Stock) or evidences of its indebtedness, cash, other securities, other property or other assets, or shall distribute to all or substantially all holders of its Common Stock, rights, warrants or options to subscribe for or purchase any of its securities (excluding (i) rights, options and warrants referred to in subsection (b) above or subsection (g) below; (ii) those dividends and distributions referred to in subsection (a) above; and (iii) dividends and distributions paid in cash referred to in subsection (e) below), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution or purchase by a fraction, the numerator of which shall be the current market price per share (as defined in subsection (f) below) of the Common Stock on the record date mentioned below less the fair market value on such record date (as determined by the Board of Directors of the Company, whose determination shall be conclusive evidence of such fair market value) of the portion of the Capital Stock or evidences of indebtedness, securities or assets so distributed or of such rights, warrants or options, in each case as applicable to one share of Common Stock, and the denominator of which shall be the current market price per share (as defined in subsection (f) below) of the Common Stock on such record date. Such adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution.

(d) In case the Company or any of its Subsidiaries makes a payment to holders of Common Stock in respect of a tender offer or exchange offer for the Common Stock that is subject to the tender offer rules, and the cash and value of any other consideration included in payment per share of Common Stock exceeds the Closing Price on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer, then the Conversion Price shall be adjusted so that the same shall equal the

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price determined by multiplying the Conversion Price in effect on the date such tender offer or exchange offer expires by a fraction, the numerator of which shall be the product of the number of shares of Common Stock outstanding immediately prior to the date such tender offer or exchange offer expires multiplied by the average of the Closing Prices of the Common Stock over the ten consecutive Trading Day period commencing the Trading Day next succeeding the date such tender offer or exchange offer expires, and the denominator of which shall be the sum of the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender or exchange offer plus the product of the number of shares of Common Stock outstanding immediately after the date such tender offer or exchange offer expires multiplied by the average of the Closing Prices of the Common Stock over the ten consecutive Trading Day period commencing the Trading Day next succeeding the date such tender offer or exchange offer expires. Such adjustment shall become effective immediately prior to the opening of business on the day following the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer. If the Company is obligated to purchase shares pursuant to any such tender offer or exchange offer, but the Company is permanently prevented by applicable law from effecting any or all or any portion of such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such tender offer or exchange offer had not been made or had been made only in respect of the purchases that had been effected.

(e) In case the Company shall declare a cash dividend or cash distribution to all holders of its Common Stock, the Conversion Price shall be decreased so that the Conversion Price shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the record date for such dividend or distribution by the following fraction:

(i) the numerator shall be the average of the Closing Price for the three consecutive Trading Days ending on the Trading Day immediately preceding the record date for such dividend or distribution (the “Pre-Dividend Sale Price”), minus the full amount of such cash dividend or cash distribution applicable to one share of Common Stock, and

(ii) the denominator shall be the Pre-Dividend Sale Price;

such adjustment to become effective immediately after the record date for such dividend or distribution; provided no adjustment to the Conversion Price will be made if the Company provides that Holders of Securities will participate in the cash dividend or cash distribution without conversion; provided further that if the numerator of the foregoing fraction is less than $1.00 (including a negative

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amount), then in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion, in addition to the cash and Common Stock issuable upon such conversion, the amount of cash such Holder would have received had such Holder converted its Security immediately prior to the record date for such cash dividend or cash distribution at the Conversion Rate and for the Conversion Value in effect at such time. If such cash dividend or cash distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

(f) For the purpose of any computation under subsections (b), (c) and (d) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Closing Prices per share of Common Stock for 20 consecutive Trading Days commencing 30 Trading Days before the record date with respect to any distribution, issuance or other event requiring such computation. The “Closing Price” with respect to the Common Stock for any day shall mean the closing sale price, regular way, per share of Common Stock on such day or, in case no such sale of Common Stock takes place on such day, the average of the reported closing bid and asked prices (if more than one in either case, the average of the average bid and the average ask prices), regular way, per share of Common Stock in each case as reported in composite transactions on the principal national security exchange or other quotation system on which the Common Stock is quoted or listed or admitted to trading on such day, or, if the Common Stock is not so quoted or listed or admitted to trading on any national securities exchange or quotation system, the average of the closing bid and asked prices per share of Common Stock on the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or, if such average is not so available, determined in such manner as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose, or if not so determinable as provided under any applicable alternative above, a price per share of Common Stock determined in good faith by the Board of Directors or, to the extent permitted by applicable law, a duly authorized committee thereof, whose determination shall be conclusive. As used herein the term “Trading Day” with respect to Common Stock means any regular or abbreviated trading day of the New York Stock Exchange.

(g) If the Company implements a Stockholder Rights Plan (as defined below), the Company agrees that such Stockholder Rights Plan will provide that upon any conversion of the Securities by any Holder prior to a Trigger Event (as defined below), the Holders shall receive the rights, warrants or options issued under such plan. Rights, warrants or options 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, warrants or options, until the occurrence of a specified event or events (a “Trigger Event”):

(i) are deemed to be transferred with such shares of Common Stock,

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(ii) are not exercisable, and

(iii) are also issued in respect of future issuances of Common Stock,

(a “Stockholder Rights Plan”) shall not be deemed distributed for purposes of this Section 4.06 and no adjustment to the Conversion Price shall be required to be made until the occurrence of the earliest Trigger Event. In addition, in the event of any Trigger Event with respect thereto, that shall have resulted in an adjustment to the Conversion Price under this Section 4.06, (1) in the case of any such rights, warrants or options which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price 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 of Common Stock with respect to such rights, warrants or options (assuming such holder had retained such rights, warrants or options), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of any such rights, warrants or options all of which shall have expired without exercise by any holder thereof, the Conversion Price shall be readjusted as if such issuance had not occurred.

In any case in which this Section 4.06 shall require that an adjustment be made immediately following a record date established for purposes of Section 4.06, the Company may elect to defer (but only until five Business Days following the filing by the Company with the Trustee of the certificate described in Section 4.10) issuing to the holder of any Security converted after such record date the shares of Common Stock and other Capital Stock of the Company issuable upon such conversion over and above the shares of Common Stock and other Capital Stock of the Company issuable upon such conversion only on the basis of the Conversion Price prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, the Company shall issue or cause its transfer agents to issue due bills or other appropriate evidence of the right to receive such shares.

Section 4.07. No Adjustment.

No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, that any adjustments which by reason of this Section 4.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

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No adjustment need be made for rights to purchase Common Stock or issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest.

No adjustment need be made for a change in the par value or a change to no par value of the Common Stock.

To the extent that the Securities become convertible into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Section 4.08. Equivalent Adjustments.

In the event that, as a result of an adjustment made pursuant to Section 4.06 above, the holder of any Security thereafter surrendered for conversion shall become entitled to receive any shares of Capital Stock of the Company other than shares of its Common Stock, thereafter the Conversion Price of such other shares so receivable upon conversion of any Securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this Article 4.

Section 4.09. Adjustment for Tax Purposes.

The Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by Section 4.06, as the Board of Directors in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, distribution of rights to purchase stock or securities, or a distribution or securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.

Section 4.10. Notice of Adjustment.

Whenever the Conversion Price is adjusted, or Securityholders become entitled to other securities or due bills, the Company shall promptly mail to Securityholders a notice of the adjustment and file with the Trustee an Officers’ Certificate briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence of the correctness of such adjustment and the Trustee may conclusively assume that, unless and until such certificate is received by it, no such adjustment is required.

Section 4.11. Notice of Certain Transactions.

In case:

(a) the Company shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings); or

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

(c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or

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

the Company shall cause to be filed with the Trustee and to be mailed to each holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Section 4.12. Effect of Reclassification, Consolidation, Merger, Share Exchange or Sale on Conversion Privilege.

If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (ii) any consolidation, merger or share exchange to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock; or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company, then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation,

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merger, share exchange, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable (the “Reference Property”) upon such reclassification, change, consolidation, merger, share exchange, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, consolidation, merger, share exchange, sale or conveyance; provided that, at and after the effective time of such transaction, the amount otherwise payable in cash upon conversion of the Securities will continue to be payable in cash and the Conversion Value will be calculated based on the fair value of the Reference Property; and provided further that, in lieu of fractional shares, if any, payable pursuant to this sentence an amount of cash based upon the current market price of such shares (determined on the same basis as current market price of Common Stock under Section 4.06(f)) will be payable. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. The Company shall not become a party to any such reclassification, change, consolidation, merger, share exchange, sale or conveyance unless its terms are consistent with the foregoing two sentences. In the event holders of the Common Stock have the opportunity to elect the form of consideration to be received in any such reclassification, consolidation, merger, share exchange, sale or other transaction that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Company shall make adequate provision whereby the Holders shall have a reasonable opportunity to determine the form of consideration into which all of the Securities, treated as a single class, shall be convertible from and after the effective date of such transaction.

If, in the case of any such consolidation, merger, share exchange, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock includes shares of stock or other securities and property of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, merger, share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 4.12 shall similarly apply to successive consolidations, mergers, share exchanges, sales or conveyances. Notwithstanding the foregoing, a distribution by the Company to all or substantially all holders of its Common Stock for which an adjustment to the Conversion Price or provision for conversion of the Securities may be made pursuant to Section 4.06 shall not be deemed to be a sale or conveyance of all or substantially all of the assets of the Company for purposes of this Section 4.12.

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In the event the Company shall execute a supplemental indenture pursuant to this Section 4.12, the Company shall promptly file with the Trustee an Opinion of Counsel stating that such supplemental indenture is authorized or permitted by this Indenture and an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, consolidation, merger, share exchange, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with.

Notwithstanding this Section 4.12, if Section 4.16(b) applies to a transaction described in the first paragraph of this Section 4.12 and the Company elects to adjust the Conversion Rate pursuant Section 4.16(b), the provisions of Section 4.16(b) shall apply in lieu of the provisions of this Section 4.12.

Section 4.13. Trustee’s Disclaimer.

The Trustee has no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be made, but may accept as conclusive evidence of the correctness of any such adjustment, and shall be protected in relying upon, the Officers’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.10. 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 Securities, and the Trustee shall not be responsible for the Company’s failure to comply with any provisions of this Article 4. Each Conversion Agent (other than the Company or an Affiliate of the Company) shall have the same protection under this Section 4.13 as the Trustee.

The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.12, but may accept as conclusive evidence of the correctness thereof, and shall be protected in relying upon, the Officers’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.12.

Section 4.14. Voluntary Reduction.

The Company from time to time may reduce the Conversion Price by any amount for any period of time if the period is at least 20 days or such longer period as may be required by law and if the reduction is irrevocable during the period; provided that in no event may the Conversion Price be less than the par value of a share of Common Stock.

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Section 4.15. Conversion Value of Securities Tendered.

(a) Subject to certain exceptions described below and in Sections 4.01(d), 4.01(f) and 4.16, Holders tendering the Securities for conversion shall be entitled to receive, upon conversion of such Securities, cash and, if applicable, shares of Common Stock, the value of which (the “Conversion Value”) shall be equal to the product of: (i) (A) the aggregate principal amount of Securities to be converted divided by 1,000 multiplied by (B) the then applicable Conversion Rate; and (ii) the average of the VWAPs (as defined below) for the twenty consecutive Trading Days (the “Cash Settlement Period”) (appropriately adjusted to take into account the occurrence during such period of stock splits and similar events) beginning on the second Trading Day immediately following the day the Securities are tendered for conversion (the “Twenty Day Average VWAP”).

The “VWAP” for a given Trading Day means the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “WCN <equity> AQR” in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day as the Board of Directors determines in good faith using a volume-weighted method).

(b) Subject to certain exceptions described below and under Sections 4.01(d), 4.01(f) and 4.16, the Company shall deliver the Conversion Value to converting holders as follows:

(i) an amount in cash (the “Principal Return”) equal to the lesser of (a) the Conversion Value of the Securities to be converted and (b) the aggregate principal amount of the Securities to be converted;

(ii) if the aggregate Conversion Value of the Securities to be converted is greater than the Principal Return, an amount in whole shares (the “Net Shares”) equal to the sum of the Daily Share Amounts (as defined below) for each Trading Day during the Cash Settlement Period; and

(iii) an amount paid in cash, in lieu of any fractional shares of Common Stock, equal to the product of (x) the fractional portion of the sum of the Daily Share Amounts for each Trading Day during the Cash Settlement Period and (y) the Twenty Day Average VWAP.

“Daily Share Amount” for each $1,000 principal amount of Securities and each Trading Day in the Cash Settlement Period, is equal to the greater of (i) zero and (ii) the quotient of (A) 5% of the difference between (x) the product of the Conversion Rate (plus any Additional Shares (as defined below) and the VWAP of Common Stock for such date, and (y) $1,000, divided by (B) the VWAP of Common Stock for such day.

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The Conversion Value, Principal Return, Daily Share Amount and number of Net Shares and shall be determined by the Company at the end of the Cash Settlement Period (the “Determination Date”).

(c) The Company shall pay the Principal Return and cash for fractional shares and deliver the Net Shares, if any, as promptly as practicable after the Determination Date, but in no event later than four Business Days thereafter (subject to the provisions of Section 4.16). Except as provided in Section 4.02, delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be deemed to satisfy the Company’s obligation to pay the principal amount of a converted Security and accrued but unpaid interest thereon. Any accrued interest payable on a converted Security shall be deemed paid in full rather than canceled, extinguished or forfeited. The Company will not adjust the Conversion Price to account for accrued interest.

(d) [Reserved]

(e) Neither the Trustee nor the Conversion Agent has any duty to determine or calculate the Conversion Value, Principal Return, number of Net Shares, the Net Share Amount or any other computation required under this Article 4, all of which shall be determined by the Company in accordance with the provisions of this Indenture, and the Trustee and Conversion Agent shall not be under any responsibility to determine the correctness of any such determinations and/or calculations and may conclusively assume and rely on the correctness thereof.

Section 4.16. Change in Control Conversion Rate Adjustments

(a) If and only to the extent a Holder elects to convert Securities in connection with a transaction described in Section 4.01(f) that occurs on or prior to April 1, 2011 and that constitutes a transaction described in clause (1), (2) or (3) of the definition of Change in Control in Section 3.10, and 10% or more of the fair market value of the consideration for the Common Stock in such transaction consists of (i) cash (not including cash payments for fractional shares and cash payments pursuant to dissenters’ appraisal rights), (ii) other property or (iii) securities that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, the Conversion Rate will be increased by a number of shares (the “Additional Shares”) during the period specified in Section 4.01(f) as described below in this Section 4.16(a); provided that if the Stock Price paid in connection with such transaction is greater than $105.00 or less than $37.79 (in each case, subject to adjustment as described herein), no increase shall be made to the Conversion Rate and Holders shall not be entitled to any Additional Shares.

The increase in the Conversion Rate pursuant to this Section 4.16(a) will be expressed as a number of Additional Shares per $1,000 principal amount of Securities and will be determined by reference to the table attached as Schedule I

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hereto, based on the effective date of such Change in Control transaction and the Stock Price paid in connection with such transaction; provided that if the Stock Price is between two stock price amounts in the table or such effective date is between two effective dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year. The “effective date” with respect to a Change in Control transaction means the date that a Change in Control becomes effective.

The stock prices set forth in the first column of the table in Schedule I hereto shall be adjusted as of any date on which the Conversion Price of the Securities is adjusted pursuant to Section 4.06. The adjusted stock prices shall equal the stock prices applicable immediately prior to such adjustment, multiplied by a fraction, the denominator of which is the Conversion Price immediately prior to the adjustment giving rise to the stock price adjustment and the numerator of which is the Conversion Price as so adjusted. The number of Additional Shares shall be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 on an inversely proportional basis.

Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 26.4620 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Price as set forth in Section 4.06 on an inversely proportional basis.

With respect to any Securities tendered for conversion to which Additional Shares apply, any shares of Common Stock to be delivered upon conversion of such Securities pursuant to Section 4.15 shall be delivered to Holders who elect to convert their Securities on the later of (i) the fifth Business Day following the effective date of the transaction giving rise to the Additional Shares and (2) the third Business Day following the final day of the Cash Settlement Period.

Notwithstanding this Section 4.16(a), if the Company elects to adjust the Conversion Rate pursuant Section 4.16(b), the provisions of Section 4.16(b) shall apply in lieu of the provisions of this Section 4.16(a).

(b) Notwithstanding the provisions of Sections 4.12 and 4.16(a), in the case of a Change in Control that would lead to the issuance of Additional Shares as set forth in Section 4.16(a) that is also a Public Acquirer Change in Control (as defined below), the Company may, in lieu of increasing the Conversion Rate by Additional Shares as described in Section 4.16(a), elect to adjust the Conversion Rate such that from and after the effective date of such Public Acquirer Change in Control, Holders of Securities shall be entitled to convert their Securities (subject to the satisfaction of the conditions to conversion set forth in Section 4.01) into public acquirer common stock. The Conversion Rate on and following the effective date of such transaction will be a number of shares of public acquirer common stock equal to the product of the Conversion Rate in effect immediately

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prior to the effective date of such Public Acquirer Change in Control times the average of the quotients obtained, for each Trading Day in the 10 consecutive Trading Day period commencing on the Trading Day next succeeding the effective date of such Public Acquirer Change in Control (the “Valuation Period”), of:

(i) the Acquisition Value (as defined below) of the Company’s Common Stock on each such Trading Day in the Valuation Period, divided by

(ii) the closing price of the public acquirer’s common stock (determined on the same basis as the Closing Price of Common Stock under Section 4.06(f)) each such Trading Day in the Valuation Period.

The “Acquisition Value” of the Common Stock means, for each Trading Day in the Valuation Period, the value of the consideration paid per share of Common Stock in connection with such Public Acquirer Change in Control, as follows:

(i) for any cash, 100% of the face amount of such cash;

(ii) for any public acquirer’s common stock, 100% of the closing price of such public acquirer’s common stock (determined on the same basis as the Closing Price of the Company’s Common Stock under Section 4.06(f)) on such Trading Day; and

(iii) for any other securities, assets or property, 102% of the fair market value of such security, asset or property on such Trading Day, as determined by two independent nationally recognized investment banks selected by the Trustee for this purpose.

After the adjustment of the Conversion Rate in connection with a Public Acquirer Change in Control pursuant to this Section 4.16(b), the Conversion Rate will be subject to further similar adjustments in the event that the events to which this Section 4.16(b) apply occur thereafter.

“Public Acquirer Change in Control” means any transaction described in clause (1) of the definition of Change in Control where the acquirer, or any entity that is direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of such acquirer’s Voting Stock has a class of common stock traded on a U.S. national securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System or which shall be so traded or quoted when issued or exchanged in connection with such Change in Control; provided, that if there is more than one of such entity, the relevant entity shall be such entity with the most direct beneficial ownership to such acquirer’s or Person’s Capital Stock.

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Upon a Public Acquirer Change in Control, if the Company so elects, Holders may convert their Securities (subject to the satisfaction of the conditions to conversion set forth in Section 4.01) at the adjusted Conversion Rate described above but shall not be entitled to the increased Conversion Rate described in Section 4.16(a). The Company shall notify Holders of its election in its notice to Holders pursuant to Section 3.11(a). Holders may convert their Securities upon a Public Acquirer Change in Control during the period specified in Section 4.01(f). In addition, Holders can also, subject to certain conditions, require the Company to repurchase all or a portion of their Securities as described in Section 3.10.

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ARTICLE 5

[RESERVED]

ARTICLE 6

COVENANTS

Section 6.01. Payment of Securities.

The Company covenants and agrees that it will duly and punctually pay or cause to be paid the principal amount at maturity, Redemption Price, Purchase Price, Repurchase Price and interest, in respect of each of the Securities at the places, at the respective times and in the manner provided herein and in the Securities. Principal, Redemption Price, Purchase Price, Repurchase Price and interest will be considered paid on the due date if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. New York time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, Redemption Price, Purchase Price, Repurchase Price and interest then due.

Any interest on any Security not punctually paid or duly provided for on any Interest Payment Date (“Defaulted Interest”) will forthwith cease to be payable to the Holder on the relevant Record Date and may be paid as provided in either clause (1) or (2) below:

(1) the Company may elect to pay such Defaulted Interest to the Person in whose name such Security (or one or more predecessor Securities evidencing the principal evidenced by such Security) is registered at 5:00 p.m., New York City time on a special record date for the payment of such Defaulted Interest which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit with the trustee an amount equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall not be more than fifteen nor less than ten days prior

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to the date of the proposed payment and not less than ten days after the receipt by the trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to each Holder at its address as it appears in the Securities register, not less than ten days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or their respective predecessor Securities evidencing the principal evidenced by such Securities) are registered on such special record date and thereafter the Company shall have no further payment obligation in respect of the Defaulted Interest.

(2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Section 6.02. SEC Reports.

The Company shall file all reports and other information and documents which it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, and within 15 days after it files them with the SEC, the Company shall file copies of all such reports, information and other documents with the Trustee. The Company will cause any quarterly and annual reports which it mails to its stockholders to be mailed to the Holders of the Securities.

In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will prepare, for the first three quarters of each fiscal year, quarterly financial statements substantially equivalent to the financial statements required to be included in a report on Form 10-Q under the Exchange Act. The Company will also prepare, on an annual basis, complete audited consolidated financial statements including, but not limited to, a balance sheet, a statement of income and retained earnings, a statement of cash flows and all appropriate notes. All such financial statements will be prepared in accordance with generally accepted accounting principles consistently applied, except for changes with which the Company’s independent accountants concur, and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of such financial statements to be filed with the Trustee and mailed to the Holders of the Securities within 60 days after the close for each of the first three quarters of each fiscal year and within 105 days after the close of each fiscal year. The Company will also comply with the other provisions of TIA 314(a).

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Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 6.03. Liquidation.

The Board of Directors or the stockholders of the Company may not adopt a plan of liquidation which plan provides for, contemplates, or the effectuation of which is preceded by (a) the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company otherwise than substantially as an entirety (Article 7 being the Article which governs any such sale, lease, conveyance or other disposition substantially as an entirety), and (b) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition and of the remaining assets of the Company to the holders of the Capital Stock of the Company, unless the Company shall in connection with the adoption of such plan make provision for, or agree that prior to making any liquidating distributions to the holders of Capital Stock of the Company it will make provision for, the satisfaction of the Company’s obligations hereunder and under the Securities as to the payment of principal and interest. The Company shall be deemed to have made provision for such payments only if (1) the Company terminates its obligations under this Indenture pursuant to Section 10.01 or (2) there is an express assumption of the due and punctual payment of the Company’s obligations hereunder and under the Securities and the performance and observance of all covenants and conditions to be performed by the Company hereunder, by the execution and delivery of a supplemental indenture in form reasonably satisfactory to the Trustee by a person who acquires, or will acquire (otherwise than pursuant to a lease) a portion of the assets of the Company, and which person will have Consolidated Net Worth (immediately after the acquisition) equal to not less than the Consolidated Net Worth of the Company (immediately preceding such acquisition), and which is a corporation organized under the laws of the United States, any State thereof or the District of Columbia; provided, however, that the Company shall not make any liquidating distribution to the holders of Capital Stock of the Company described in the first sentence of this Section 6.03 until after the Company shall have certified to the Trustee with an Officers’ Certificate at least five days prior to the making of any liquidating distribution that it has complied with the provisions of this Section 6.03.

Section 6.04. Compliance Certificates.

The Company shall deliver to the Trustee within 105 days after the end of each fiscal year of the Company, an Officers’ Certificate as to the signer’s knowledge of the Company’s compliance with all conditions and covenants on its part contained in this Indenture and stating whether or not the signer knows of any

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default or Event of Default (as defined below). If such signer knows of such a default or Event of Default, the Officers’ Certificate shall describe the default or Event of Default and the efforts to remedy the same. For the purposes of this Section 6.04, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture. The Officers’ Certificate need not comply with Section 12.04.

Section 6.05. Notice of Defaults.

The Company will give notice to the Trustee, promptly, and in any event within five days, upon becoming aware thereof, of the existence of any Event of Default or an event which, with notice or the lapse of time or both would constitute an Event of Default hereunder.

Section 6.06. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments and governmental charges levied or imposed upon the Company, directly or by reason of its ownership of any Subsidiary or upon the income, profits or property of the Company; and (2) all material lawful claims for labor, materials and supplies, which, if unpaid, might by law become a lien upon the property of the Company; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which adequate provision has been made.

Section 6.07. Corporate Existence.

Subject to Section 6.03 and Article 7, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and rights (charter and statutory); provided, however, that the Company shall not be required to preserve any right if the Company shall determine that the preservation is no longer desirable in the conduct of the Company’s business and that the loss thereof is not, and will not be, adverse in any material respect to the Holders.

Section 6.08. Maintenance of Properties.

Subject to Section 6.03, the Company will cause all material properties owned, leased or licensed in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof and thereto, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times while any Securities are outstanding; provided, however, that nothing in this

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Section 6.08 shall prevent the Company from doing otherwise if, in the judgment of the Company, the same is desirable in the conduct of the Company’s business and is not, and will not be, adverse in any material respect to the Holders.

Section 6.09. Further Instruments and Acts.

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

Section 6.10. Maintenance of Office or Agency.

The Company will maintain in The City of New York an office or agency where Securities may be presented or surrendered for payment or repurchase, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The office of the agent of the Trustee in The City of New York, which is maintained at the offices of the Trustee at U.S. Bank Trust National Association, Mail Station: EX-NY-WALL, 100 Wall Street, Suite 1600, New York, New York 10005, Attn: Corporate Trust Services (Waste Connections 3.75% Convertible Senior Notes due 2026), shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in The City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such office or agency.

Section 6.11. Stay, Extension and Usury Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent it may lawfully do

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so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 6.12. Additional Interest.

If Additional Interest are payable by the Company pursuant to the Registration Rights Agreement, the Company shall deliver to the Trustee a certificate to that effect stating (i) the amount of such Additional Interest that is payable, (ii) the reason why such Additional Interest is payable and (iii) the date on which such interest is payable. Unless and until a Trust Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest is payable. If the Company has paid Additional Interest directly to the persons entitled to such interest, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment.

ARTICLE 7

SUCCESSOR CORPORATION

Section 7.01. When Company May Merge, Etc.

The Company shall not consolidate with or merge into any other Person, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and shall not permit any Person (other than a Subsidiary wholly-owned by the Company) to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless:

(a) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest (including Additional Interest, if any) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed and shall have provided for conversion rights in accordance with Section 4.12;

(b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such

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Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and

(c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article 7 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 7.02. Successor Corporation Substituted.

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 7.01, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter the predecessor Person may be dissolved, wound up and liquidated at any time and shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE 8

DEFAULT AND REMEDIES

Section 8.01. Events of Default.

An “Event of Default” occurs if:

(1) the Company defaults in the payment of any interest (or Additional Interest, if any) upon any of the Securities when due and payable and the default continues for a period of 30 days;

(2) the Company defaults in the payment of the principal of and premium, if any, on any of the Securities when due, including on a Redemption Date, Purchase Date or Repurchase Date;

(3) the Company fails to deliver the Principal Return, the Net Shares or any cash in lieu of fractional shares, as the case may be, upon conversion of the Securities in not more than four Business Days after the Determination Date, and such failure continues for a period of five Business Days;

(4) the Company fails to pay when due the principal of or interest on indebtedness for money borrowed by the Company or its Subsidiaries in excess of $20.0 million, or the acceleration of that indebtedness that is not withdrawn

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within 15 days after the date of written notice 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 Securities;

(5) a default by the Company in the performance, or breach, of any of the Company’s other covenants in this Indenture which is not remedied by the end of a period of 60 days after written notice 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 Securities;

(6) the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law (as defined below):

A. commences a voluntary case or proceeding;

B. consents to the entry of an order for relief against it in an involuntary case or proceeding;

C. consents to the appointment of a Custodian of it or for all or substantially all of its assets;

D. makes a general assignment for the benefit of its creditors; or

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

A. is for relief against the Company or any Significant Subsidiary in an involuntary case or proceeding;

B. appoints a Custodian of the Company or any Significant Subsidiary or for all or substantially all of the assets of any of them; or

C. orders the liquidation of the Company or any Significant Subsidiary;

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

The term “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal or state law for the relief of debtors. For purposes of this Section 8.01, the term “Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

A default under clause (5) is not an Event of Default until the Trustee notifies the Company or the Holders of at least 25% in principal amount of the Securities then outstanding notify the Company and the Trustee, of the default, and the Company does not cure the default within 60 days after receipt of such

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notice. The notice given pursuant to this Section 8.01 must specify the default, demand that it be remedied and state that the notice is a “Notice of Default.” When any default is cured, it ceases.

Subject to the provisions of Sections 9.01 and 9.02, the Trustee shall not be charged with knowledge of any Event of Default unless written notice thereof shall have been given to a Trust Officer at the Corporate Trust Office of the Trustee by the Company, the Paying Agent, any Holder or an agent of any Holder. Within 90 days after a default, the Trustee must give to the registered Holders of Securities notice of all uncured defaults known to it.

Section 8.02. Acceleration.

If an Event of Default (other than an Event of Default specified in Section 8.01(6) or (7)) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare all unpaid principal of and accrued interest (including Additional Interest, if any) to the date of acceleration on the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in Section 8.01(6) or (7) occurs, all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholder.

The Holders of a majority in principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (ii) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on the Securities, (b) the principal of any Security which has become due otherwise then by such declaration of acceleration, and (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration; (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iv) all payments due to the Trustee and any predecessor Trustee under Section 9.07 have been made. No such rescission shall affect any subsequent default or impair any right consequent thereon. Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 8.02, the Company shall not be obligated to pay any premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the Securities, except in the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium which it would have had to pay if it had then

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elected to redeem the Securities pursuant to paragraph 5 of the form of Security attached hereto as Exhibit A, in which case an equivalent premium shall also become and be immediately due and payable to the extent permitted by law.

Section 8.03. Other Remedies.

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

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law.

Section 8.04. Waiver of Defaults and Events of Default.

Subject to Section 8.07, the Holders of a majority in principal amount of the Securities then outstanding by notice to the Trustee may waive an existing default or Event of Default and its consequences, except a default in the payment of the principal of (or premium, if any) or interest (including Additional Interest, if any) on any Security as specified in clauses (1) and (2) of Section 8.01, or a default in respect of a covenant or provision hereof which cannot be modified or amended pursuant to Section 11.02 without the consent of the Holder of each Security affected thereby. When a default or Event of Default is waived, it is cured and ceases.

Section 8.05. Control by Majority.

The Holders of a majority in principal amount of the Securities then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

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Section 8.06. Limitation on Suits.

A Securityholder may not pursue any remedy with respect to this Indenture or the Securities (except actions for payment of overdue principal or interest (including Additional Interest, if any) or for the conversion of the Securities pursuant to Article 4) unless:

(1) the Holder gives to the Trustee written notice of a continuing Event of Default;

(2) the Holders of at least 25% in principal amount of the then outstanding Securities make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer to the Trustee indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Securities then outstanding.

A Securityholder may not use any provision of this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over such other Securityholder, or to enforce any rights under this Indenture other than in the manner herein provided and for the equal and ratable benefit of all the Securityholders.

Section 8.07. Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of any Security to receive payment of principal of (and premium, if any) and interest on such Security, on or after the respective dates on which such payments are due as expressed in such Security, or to convert such Security, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder.

Section 8.08. Collection Suit by Trustee.

If an Event of Default in the payment of principal or interest specified in Section 8.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or another obligor on the Securities for the whole amount of principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate per annum borne by the Securities and such further amount as shall be sufficient to cover the costs and expenses of collection,

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including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 8.09. Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), its creditors or its property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any Custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 9.07, and to the extent that such payment of the reasonable compensation, expenses, disbursements and advances in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, and prior to, any and all distributions, dividends, monies, securities and other property which the Securityholders may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or the Trustee to authorize or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.

Section 8.10. Priorities.

If the Trustee collects any money pursuant to this Article 8, it shall pay out the money in the following order:

First, to the Trustee for amounts due under Section 9.07;

Second, to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

Third, to the Company.

The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 8.10.

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Section 8.11. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 8.11 does not apply to a suit made by the Trustee, a suit by a Holder pursuant to Section 8.07, or a suit by any Holder, or group of Holders, of more than 10% in principal amount of the Securities then outstanding.

Section 8.12. Restoration of Rights and Remedies.

If the Trustee or any Securityholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Securityholder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Securityholders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Securityholders shall continue as though no such proceeding had been instituted.

Section 8.13. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Securityholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 8.14. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Securityholder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 9 or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Securityholders, as the case may be.

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ARTICLE 9

TRUSTEE

Section 9.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

(b) Except during the continuance of an Event of Default:

(1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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

(c) The Trustee may not be relieved, and no provision of this Indenture shall be construed to relieve the Trustee, from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section 9.01;

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

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 8.05; and

(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

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(d) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity reasonably satisfactory to it against any loss, liability, expense or fee.

(e) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 9.01.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 9.02. Rights of Trustee.

Subject to Section 9.01:

(a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(b) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, it may require an Officers’ Certificate or an Opinion of Counsel, which shall conform to Section 12.04(b). The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Certificate or Opinion.

(c) The Trustee may act through its agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes in good faith to be authorized or within its rights or powers.

(e) The Trustee may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written Company request or Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.

(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note,

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other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(h) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.

(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to its officers, directors and employees and each agent, custodian and other Person employed to act hereunder.

(k) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 9.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Sections 9.10 and 9.11.

Section 9.04. Trustee’s Disclaimer.

The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for the recitals contained herein or any statement in the Securities other than its certificate of authentication.

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Section 9.05. Notice of Default or Events of Default.

If a default or an Event of Default occurs and is continuing and if it is actually known to a Trust Officer of the Trustee, the Trustee shall mail to each Securityholder notice of the default or Event of Default within 90 days after it occurs. Except in the case of a default or an Event of Default in payment of the principal of or interest (including Additional Interest, if any) on any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interest of Securityholders.

Section 9.06. Reports by Trustee to Holders.

If such report is required by TIA 313, within 60 days after each June 30, beginning with the June 30 following the date of this Indenture, the Trustee shall mail to each Securityholder a brief report dated as of such June 30 that complies with TIA 313(a). The Trustee also shall comply with TIA 313(b)(2) and (c).

A copy of each report at the time of its mailing to Securityholders shall be mailed to the Company and filed with the SEC and each stock exchange, if any, on which the Securities are listed. The Company shall notify the Trustee whenever the Securities become listed on or delisted from any stock exchange and any changes in the stock exchanges on which the Securities are listed.

Section 9.07. Compensation and Indemnity.

The Company shall pay to the Trustee from time to time such compensation for its services hereunder as the Company and the Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Company shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances incurred or made by it. Such expenses may include the reasonable compensation, disbursements and expenses of Trustee’s agents and counsel.

The Company shall indemnify the Trustee or any predecessor Trustee and their agents for, and hold them harmless against, any loss, liability or expense incurred by it in connection with its duties under this Indenture or any action or failure to act as authorized or within the discretion or rights or powers conferred upon the Trustee hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. The Trustee shall have the option of undertaking the defense of such claims at the Company’s expense and may have separate counsel. The reasonable fees and expenses of such counsel shall be paid by the Company. The Company need not

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pay for any settlement without its written consent, which consent shall not be unreasonably withheld or delayed.

The Company need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by it through its own negligent action, negligent failure to act or willful misconduct.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 8.01(6) or (7) occurs, such expenses and the compensation for such services are intended to constitute expenses of administration under any Bankruptcy Law.

The provisions of this Section 9.07 shall survive the termination of this Indenture.

Section 9.08. Replacement of Trustee.

The Trustee may resign by so notifying the Company; provided, however, no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 9.08. The Holders of a majority in principal amount of the Securities then outstanding may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee with the Company’s written consent. The Company may remove the Trustee if:

(1) the Trustee fails to comply with Section 9.10;

(2) the Trustee is adjudged a bankrupt or an insolvent;

(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting as trustee.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.

If a successor Trustee does not take office within 45 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Company’s expense), the Company or the Holders of 10% in principal amount of the Securities then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 9.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring

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Trustee shall transfer all property held by it as Trustee to the successor Trustee and be released from its obligations (exclusive of any liabilities Trustee may have incurred while acting as Trustee) hereunder, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Securityholder.

Notwithstanding replacement of the Trustee pursuant to this Section 9.08, the Company’s obligations under Section 9.07 shall continue for the benefit of the retiring Trustee.

If the Trustee has or shall acquire a conflicting interest within the meaning of the TIA after a Default has occurred and is continuing, the Trustee shall either (i) eliminate such interest within 90 days or (ii) resign.

Section 9.09. Successor Trustee by Merger, Etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets (including the administration of this Indenture) to, another corporation, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee; provided such transferee corporation shall qualify and be eligible under Section 9.10.

Section 9.10. Eligibility; Disqualification.

There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust process, having (together with any Person directly or indirectly controlling the Trustee) a combined capital and surplus of at least $25,000,000, subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 9.10, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 9.10, it shall resign immediately in the manner and with the effect specified above in this Article 9.

Section 9.11. Preferential Collection of Claims Against Company.

The Trustee shall comply with TIA 311(a), excluding any creditor relationship listed in TIA 311(b). A trustee who has resigned or been removed shall be subject to TIA 311(a) to the extent indicated therein; provided, however, that if the Company has made any payment of the principal of or premium, if any, or interest on any Securities because of the reinstatement of its obligations, the

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Company shall be subrogated to the rights of the Holders of such Securities to receive any such payment from the money held by the Trustee or the Paying Agent.

ARTICLE 10

SATISFACTION AND DISCHARGE OF INDENTURE

Section 10.01. Termination of Company’s Obligations.

The Company may terminate all of its obligations under the Securities and this Indenture (except those obligations referred to in the immediately succeeding paragraph) if (i) all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder or (ii) the Company irrevocably deposits with the Trustee, the Paying Agent or the Conversion Agent, if applicable, after all outstanding Securities have become due and payable, whether at maturity, any Redemption Date, any Purchase Date or any Repurchase Date, upon conversion or otherwise, cash and, to the extent applicable, Common Stock or other securities sufficient to pay all amounts due and owing on all outstanding Securities. The Company may make an irrevocable deposit pursuant to this Section 10.01 only if the Company shall have delivered to the Trustee and any such Paying Agent an Officers’ Certificate and Opinion of Counsel to the effect that all conditions to such deposit have been complied with.

The Company’s obligations in paragraphs 8 and 12 of the Securities, in Sections 6.01, 6.02, 9.07, 9.08 and 10.04, and in Articles 2 and 4 shall survive until the Securities are no longer outstanding. Thereafter, the Company’s obligations in such paragraph 12 of the Securities and in Sections 3.08 and 9.07 shall survive.

After such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Securities and this Indenture, except for those surviving obligations specified above.

Section 10.02. Application of Trust Money.

The Trustee or the Paying Agent shall hold in trust, for the benefit of the Holders, money deposited with it pursuant to Section 10.01, and shall apply the deposited money in accordance with this Indenture to the payment of the principal of, premium, if any, and interest on the Securities.

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Section 10.03. Repayment to Company.

Subject to Section 10.01, the Trustee and the Paying Agent shall promptly pay to the Company upon request any excess money held by them at any time.

The Trustee and the Paying Agent shall pay, subject to applicable escheatment laws, to the Company upon request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years after a right to such money has matured; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, may at the expense of the Company cause to be published once in a newspaper of general circulation in The City of New York or mail to each Holder entitled to such money notice that such money remains unclaimed and that after a date specified therein, which shall be at least 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Company. After that, Holders entitled to money must look to the Company for payment unless an abandoned property law designates another person.

Section 10.04. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in accordance with Section 10.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.01 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 10.01; provided, however, that if the Company has made any payment of the principal of or premium or interest on any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive any such payment from the money held by the Trustee or the Paying Agent.

ARTICLE 11

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 11.01. Without Consent of Holders.

The Company and the Trustee may amend or supplement this Indenture or the Securities without notice to or consent of any Securityholder:

(a) to comply with Sections 6.03 and 7.01;

(b) to cure any ambiguity, omission, defect or inconsistency, or to make any other change that does not adversely affect the rights of any Securityholder;

(c) to make provisions with respect to the conversion right of the Holders pursuant to the requirements of Section 4.12 and clause (f) of the first sentence of Section 4.01.

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(d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities; or

(e) to comply with the provisions of the TIA or with any requirement of the SEC arising solely as a result of the qualification of this Indenture under the TIA.

(f) to amend the terms of the Securities to make them consistent with the description thereof in the Offering Memorandum dated March 14, 2006.

Section 11.02. With Consent of Holders.

The Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Securityholder but with the written consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding. The Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance by the Company with restrictive provisions of this Indenture other than as set forth in this Section 11.02 below; and waive any past default under this Indenture and its consequences, except a default in the payment of the principal of or any premium or interest on any Security or in respect of a provision which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Security affected.

Subject to Section 11.04, without the written consent of each Securityholder affected, however, an amendment, supplement or waiver, including a waiver pursuant to Section 8.04, may not:

(a) change the stated maturity date of the principal of, or any installment of interest (including Additional Interest, if any) on, any Security;

(b) reduce the principal amount of, or the rate of interest (including the rate of Additional Interest, if applicable) on, or any premium payable on, any Security, whether upon acceleration, redemption or otherwise, or alter the manner of calculation of interest or the rate of accrual thereof on any Security;

(c) change the currency for payment of principal of, or premium or interest on any Security;

(d) impair the right to institute suit for the enforcement of any payment of principal of, or premium or interest on any Security when due;

(e) adversely affect the conversion rights provided in Article 4;

(f) [reserved]

(g) modify the provisions of this Indenture requiring the Company to make an offer to repurchase Securities upon a Change in Control or to repurchase

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the Securities at the option of the Holders pursuant to Section 3.09 in any case in a manner adverse to the Holders of the Securities;

(h) reduce the percentage of principal amount of the outstanding Securities necessary to modify or amend this Indenture or to consent to any waiver provided for in this Indenture;

(i) waive a default in the payment of the principal of or premium or interest (including Additional Interest, if any) on any Security; or

(j) make any changes in Section 8.04, 8.07 or this sentence.

It shall not be necessary for the consent of the Holders under this Section 11.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

Section 11.03. Compliance with Trust Indenture Act.

Every amendment to or supplement of this Indenture or the Securities shall comply with TIA as in effect at the date of such amendment or supplement.

Section 11.04. Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective.

After an amendment, supplement or waiver becomes effective, it shall bind every Securityholder, unless it makes a change described in any of clauses (a) through (j) of Section 11.02. In that case the amendment, supplement or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security.

Section 11.05. Notation on or Exchange of Securities.

If an amendment, supplement or waiver changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms.

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Section 11.06. Trustee to Sign Amendments, Etc.; Notices.

The Trustee shall sign any amendment or supplement authorized pursuant to this Article 11 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing or refusing to sign such amendment or supplement, the Trustee shall be entitled to receive and, subject to Section 9.01, shall be fully protected in relying upon, an Opinion of Counsel stating that such amendment or supplement is authorized or permitted by this Indenture. The Company may not sign an amendment or supplement until the Board of Directors approves it.

After an amendment, supplement or waiver under this Article 11 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

ARTICLE 12

MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the TIA through operation of Section 318(c) thereof, upon qualification of this Indenture thereunder such imposed duties shall control.

Section 12.02. Notices.

Any notice or communication shall be given in writing and delivered by facsimile (with original to follow), in person, by overnight delivery or mailed by first class mail, postage prepaid, addressed as follows:

If to the Company:

Waste Connections, Inc.

35 Iron Point Circle

Suite 200

Folsom, California 95630-8589

Telephone: (916) 608-8200

Telecopier: (916) 351-0249

Attention: Chief Financial Officer

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If to the Trustee:

U.S. Bank National Association

633 West Fifth Street, 24th Floor

LM-CA-T24T

Los Angeles, CA 90071

Telephone: (213) 615-6043

Telecopier: (213) 615-6197

Attention: Corporate Trust Services (Waste Connections 3.75% Convertible Senior Notes due 2026)

Such notices or communications shall be effective when received.

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notice or communications.

Any notice or communication mailed to a Securityholder shall be mailed by first class mail to him at his address shown on the register kept by the Registrar. Any notice or communication will also be mailed to any person described in TIA 313(c), to the extent required by the TIA.

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication to a Securityholder is mailed in the manner provided above, it is duly given on the date of such mailing, whether or not the addressee receives it.

Section 12.03. Communications by Holders with Other Holders.

Securityholders may communicate pursuant to TIA 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and any other person shall have the protection of TIA 312(c).

Section 12.04. Certificate and Opinion as to Conditions Precedent.

(a) Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee at the request of the Trustee:

(1) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (including any covenants compliance with which constitutes a condition precedent) have been complied with.

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(b) Each Officers’ Certificate and Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture (other than annual certificates provided pursuant to Section 6.04) shall include:

(1) a statement that the person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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

(4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on Officers’ Certificates or certificates of public officials.

Section 12.05. Record Date for Vote or Consent of Securityholders.

The Company (or, in the event deposits have been made pursuant to Section 6.03 or 10.01, the Trustee) may set a record date for purposes of determining the identity of Securityholders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture, which record date shall be the later of 10 days prior to the first solicitation of such vote or consent or the date of the most recent list of Securityholders furnished to the Trustee pursuant to Section 2.05 prior to such solicitation. If a record date is fixed, those persons who were Holders of Securities at such record date (or their duly designated proxies), and only those persons, shall be entitled to take such action by vote or consent or to revoke any vote or consent previously given, whether or not such persons continue to be Holders after such record date.

Section 12.06. Rules by Trustee, Paying Agent, Registrar.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or the Paying Agent may make reasonable rules for its functions.

Section 12.07. Legal Holidays.

A “Legal Holiday” is a Saturday, a Sunday, a legal holiday or a day on which commercial banks are authorized or required by law, regulation or executive order to close in the City of New York. Except as provided in paragraph 1 of the Form of Security attached hereto as Exhibit A, if a payment

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date is not a Business Day at a place of payment, payment may be made at that place on the next succeeding Business Day, and no interest shall accrue for the intervening period.

Section 12.08. Governing Law.

The laws of the State of New York shall govern this Indenture and the Securities without regard to principles of conflicts of law.

Section 12.09. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.10. No Recourse Against Others.

All liability described in paragraph 17 of the Securities of any director, officer, employee or stockholder, as such, of the Company is waived and released.

Section 12.11. Successors.

All agreements of the Company in this Indenture and the Securities shall bind its successors and assigns. All agreements of the Trustee in this Indenture shall bind its successors and assigns.

Section 12.12. Multiple Counterparts.

The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together represent the same agreement.

Section 12.13. Separability.

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

Section 12.14. Table of Contents, Headings, Etc.

The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties to this Indenture have hereunto set their hands as of the 20th day of March, 2006.

WASTE CONNECTIONS, INC.
By:	/s/ Worthing Jackman
	Name:	Worthing Jackman
	Title:	Executive Vice President and
		Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Paula Oswald
	Name:	Paula Oswald
	Title:	Vice President

S-1

EXHIBIT A

FORM OF SECURITY

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) AND IS PURCHASING IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS THE LATER OF (X) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OF THE SECURITIES ACT) AFTER THE LATER OF THE LAST DATE OF ORIGINAL ISSUANCE OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND THE LAST DATE ON WHICH WASTE CONNECTIONS, INC. OR ANY AFFILIATE OF WASTE CONNECTIONS, INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”) EXCEPT (A) TO WASTE CONNECTIONS, INC. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (D) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A

A-1

NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; AND, IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO WASTE CONNECTIONS, INC. AND THE TRUSTEE (WITH RESPECT TO TRANSFERS OF NOTES) OR THE TRANSFER AGENT (WITH RESPECT TO TRANSFERS OF COMMON STOCK). THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. THE ISSUE PRICE IS $980, THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $20, THE ISSUE DATE IS MARCH 20, 2006 AND THE YIELD TO MATURITY ON THE ISSUE DATE IS 4.19% COMPOUNDED SEMIANNUALLY.

[GLOBAL NOTE LEGEND:

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

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFER IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.]

[FORM OF FACE OF SECURITY]

WASTE CONNECTIONS, INC.

Number 1 CUSIP No. 941053 AF 7

3.75% Convertible Senior Note due 2026

Waste Connections, Inc., a Delaware corporation (the “Company”), promises to pay to [                ] or its registered assigns, the principal sum of [                        ] Dollars ([$___________]) on April 1, 2026 and to pay interest on the principal amount of this Note from the most recent date to which interest on the principal evidenced hereby (or by any predecessor Note evidencing the principal evidenced hereby) has been paid or, if no interest has been paid hereon (or on any such predecessor Note), beginning October 1, 2006 at the rates and times provided for herein.

This Note is convertible at such times and as specified on the other side of this Note. Additional provisions of this Note are set forth on the other side of this Note.

IN WITNESS WHEREOF, the Company has caused this 3.75% Convertible Senior Note due 2026 to be signed by its duly authorized officers.

Dated: __________	WASTE CONNECTIONS, INC.
	By:
		Name:
		Title:
	By:
		Name:
		Title:

Trustee’s Certificate of Authentication:
Dated: __________
This is one of the Securities referred to in the within mentioned Indenture.
U.S. Bank National Association, as Trustee
By:
	Authorized Signatory

[FORM OF REVERSE SIDE OF SECURITY]

Waste Connections, Inc.

3.75% Convertible Senior Note due 2026

1. Interest.

This Note will accrue interest from the most recent date to which interest on the principal evidenced hereby (or by any predecessor Note evidencing the principal evidenced hereby) has been paid or, if no interest has been paid hereon (or on any such predecessor Note), beginning on October 1, 2006, until the principal amount thereof is paid or made available for payment, or until such date on which this Note is converted subject as further provided in paragraph 8 hereof and in the Indenture, redeemed or repurchased as provided in this Note and the Indenture, at a rate of 3.75% per annum (the “Interest Rate”).

Interest will be paid semi-annually in arrears on April 1 and October 1 of each year, commencing October 1, 2006, unless any such interest payment date (other than an interest payment date at maturity) would otherwise be a day that is not a Business Day, in which case the interest payment date will be postponed to the next succeeding Business Day (except if that Business Day falls in the next succeeding calendar month, that interest payment date will be the immediately preceding Business Day) (each, an “Interest Payment Date”). The Company will make each interest payment to persons who are holders of record of the Notes at 5:00 p.m. New York City time on each March 15 and September 15 (each, a “Record Date”) immediately preceding each respective Interest Payment Date, regardless of whether such March 15 or September 15 is a Business Day. Interest (including Additional Interest, if any) payable upon redemption or repurchase of the Notes will be paid to the Holders of record unless the Redemption Date or Repurchase Date is between 5:00 p.m., New York City time on any Record Date for the payment of interest and the opening of business on the related Interest Payment Date; in such case, the Company will pay accrued interest on the Notes being redeemed or repurchased up to, but not including, the Redemption Date or Repurchase Date to the same person to whom the Company will pay the Redemption Price or Repurchase Price of the Notes. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes evidencing the principal evidenced hereby) is registered at 5:00 p.m., New York City time on a special record date for the payment of such Defaulted Interest to be fixed by the Trustee, which shall not be more than 15 calendar days or less than 10 calendar days prior to the date of the proposed payment, notice whereof is to be given to Holders of Notes not less than 10 calendar 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 or automated quotation system on which the Notes may be listed, and

upon such notice as may be required by such exchange or system, all as more fully provided in the Indenture.

The Interest Rate will be determined by the Calculation Agent. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. Method of Payment.

The Company will pay interest (including Additional Interest, if any) on this Note (except Defaulted Interest) to the person who is the registered Holder of this Note at 5:00 p.m., New York City time on the Record Date next preceding the Interest Payment Date. The Holder must surrender this Note to the Paying Agent to collect payment of principal. The Company will pay principal and interest (including Additional Interest, if any) in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company, however, may pay principal and interest by its check payable in such money. It may mail an interest check to the Holder’s registered address. Notwithstanding the preceding three sentences, the Company must make payment by wire transfer in immediately available funds to a Holder of Notes with an aggregate principal amount in excess of $1,000,000 should such Holder request such method of payment; provided, however, that the Company is not required to make payment by such method to any account outside North America.

3. Paying Agent, Registrar, Conversion Agent and Calculation Agent.

Initially, U.S. Bank National Association (the “Trustee”) will act as Paying Agent, Registrar, Conversion Agent and Calculation Agent. The Company may change any Paying Agent, Registrar, Conversion Agent or Calculation Agent without notice to the Holder. The Company or any of its Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or Calculation Agent.

4. Indenture; Limitations.

This Note is one of a duly authorized issue of Notes of the Company designated as its 3.75% Convertible Senior Notes due 2026 (the “Notes”), issued under an Indenture dated as of March 20, 2006 (the “Indenture”), between the Company and the Trustee. The terms of this Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended by the Trust Indenture Reform Act of 1990, as in effect on the date hereof or, from and after the date that the Indenture shall be qualified thereunder, as in effect on such date. This Note is subject to all such terms, and the holder of this Note is referred to the Indenture and said Act for a statement of them.

The Notes are senior unsecured obligations of the Company. The aggregate principal amount of Notes at any time is unlimited, provided that no such additional Securities may be issued unless fungible with the Securities previously issued under the Indenture for United States federal income tax purposes. The Company may issue additional Notes of this series after this Note has been issued with the same terms and the same CUSIP number as this Note. This Note and any additional Notes of this series subsequently issued under the Indenture shall be treated as a single series for all purposes under the Indenture, including without limitation, waivers, amendments, redemptions and offers to purchase.

5. Optional Redemption.

At any time on or after April 1, 2010, the Company may redeem the Notes in whole, or from time to time, in part, at its option upon notice as set forth in Section 3.04 of the Indenture, at a Redemption Price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest (including Additional Interest, if any) thereon to but not including the Redemption Date and, if redeemed prior to April 1, 2011, the Make Whole Payment (as defined below). The Company will pay the Make Whole Payment to Holders of any Notes converted after the date on which the Company provides notice of an Optional Redemption and prior to the Redemption Date, to the extent such Notes would have been entitled to the Make Whole Payment upon redemption.

The “Make Whole Payment” shall be equal to the present value of all remaining scheduled payments of interest on the Notes to be redeemed through and including April 1, 2011. The present value of the remaining interest payments will be computed using a discount rate equal to the Treasury Yield. “Treasury Yield” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity of one year (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519)) that has become publicly available at least two business days prior to the date fixed for redemption (or, if such Statistical Release is no longer published, any publicly available source for similar market data).

6. Notice of Redemption.

Notice of redemption will be mailed by first class mail at least 30 days, but not more than 60 days before the Redemption Date, to each Holder of Notes to be redeemed at his registered address. Notes in denominations larger than $1,000 may be redeemed in part, but only in integral multiples of $1,000. On and after the Redemption Date, subject to the deposit with the Paying Agent of funds sufficient to pay the Redemption Price, interest ceases to accrue on Notes or portions of them called for redemption.

7. Repurchase of Notes.

(a) At Option of Holder. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase all or any part specified by the Holder (so long as the principal amount of such part is $1,000 or an integral multiple thereof) of the Notes held by such Holder on any of April 1, 2011, April 1, 2016 and April 1, 2021. The Holder shall have the right to withdraw any Purchase Notice pertaining to any exercise of such repurchase right by delivering a written notice of withdrawal to the Paying Agent in accordance with the terms of the Indenture. The Purchase Price in any such repurchase shall be payable in cash.

(b) At Option of Holder upon a Change in Control. If at any time that Notes remain outstanding there shall have occurred a Change in Control, at the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase all or any part specified by the Holder (so long as the principal amount of such part is $1,000 or an integral multiple thereof) of the Notes held by such Holder on the Repurchase Date. The Holder shall have the right to withdraw any Repurchase Notice pertaining to any exercise of such repurchase right by delivering a written notice of withdrawal to the Paying Agent in accordance with the terms of the Indenture. The Repurchase Price in any such repurchase shall be payable in cash.

Notwithstanding the foregoing two paragraphs, no Notes may be repurchased by the Company at the option of the Holders if the principal of the Notes has been accelerated, and such acceleration has not been rescinded on or prior to such date.

8. Conversion.

Upon satisfaction of the conditions set forth in Section 4.01 of the Indenture, at any time on or prior to 5:00 p.m., New York City time on April 1, 2026 or, if not a Business Day, the Business Day immediately preceding April 1, 2026, a Holder of a Note may convert such Note into cash and, if applicable, shares of Common Stock of the Company in accordance with the provisions of Section 4.15 of the Indenture; provided, however, that if such Note is called for redemption, the conversion right will terminate at 5:00 p.m., New York City time on the day that is two Business Days before the Redemption Date of such Note (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at 5:00 p.m., New York City time on the date such default is cured and such Note is redeemed). The initial conversion price is $51.00 per share, subject to adjustment under certain circumstances as described in the Indenture (the “Conversion Price”). Upon conversion, no adjustment for interest or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the current market price (as determined under Section 4.06(f) of the Indenture) of the Common Stock on the last Trading Day prior to the date of conversion.

To convert a Note, a Holder must (a) complete and sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary’s book-entry conversion programs. If a Holder surrenders a Note for conversion after a Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, including the maturity date, the Note must be accompanied by payment of an amount equal to the interest payable (including Additional Interest, if any) on such Interest Payment Date on the principal amount of the Note or portion thereof then converted. The foregoing sentence shall not apply to (i) Notes called for redemption on a Redemption Date within the period between 5:00 p.m., New York City time on the Record Date and the Business Day immediately following the next Interest Payment Date (ii) Notes surrendered for conversion if the Company has specified a Repurchase Date following a Change in Control that is after 5:00 p.m., New York City time on the Record Date and on or prior to the next Interest Payment Date or (iii) only to the extent of overdue interest, if any overdue interest exists at the time of conversion with respect to such Notes. A Holder may only convert a Note or a portion of a Note in a denomination equal to $1,000 or any integral multiple thereof.

A Note in respect of which a Holder has delivered a Purchase Notice or a Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Note as provided in Section 3.09(b) or Section 3.10, respectively, of the Indenture may be converted only if such notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture.

9. Ranking.

The Notes are senior unsecured obligations of the Company and will rank equally in right of payment with all existing and future senior unsecured and unsubordinated indebtedness of the Company and senior to any existing and future subordinated indebtedness of the Company.

10. Denominations, Transfer, Exchange.

The Notes are in registered form without coupons in denominations of $1,000 and integral multiples thereof. A Holder may register the transfer of or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or other governmental charges that may be imposed by law or permitted by the Indenture.

[Global Note Insert:

The aggregate principal amount of the Note in global form represented hereby may from time to time be reduced or increased to reflect conversions, redemptions, repurchases, transfers or exchanges of a part of this Note in global form or cancellations of a part of this Note in global form, in each case, and in any such case, by means of notations on the Global Note Transfer Schedule on the last page hereof. Notwithstanding any provision of this Note to the contrary, conversions, redemptions, repurchases, transfers or exchanges of a part of this Note in global form and cancellations of a part of this Note in global form, may be effected without the surrendering of this Note in global form, provided that appropriate notations on the Schedule of Exchanges, Conversions, Redemptions, Cancellations and Transfers are made by the Trustee, or the Custodian at the direction of the Trustee, to reflect the appropriate reduction or increase, as the case may be, in the aggregate principal amount of this Note in a global form resulting therefrom or as a consequence thereof.]

11. Persons Deemed Owners.

The registered holder of a Note may be treated as the owner of it for all purposes.

12. Unclaimed Money.

If money for the payment of principal, premium, if any, or interest remains unclaimed for two years, the Trustee or Paying Agent will pay, subject to applicable escheatment laws, the money back to the Company at its request. After that, Holders entitled to money must look to the Company for payment unless an abandoned property law designates another person.

13. Amendment, Supplement, Waiver.

Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and any past default or compliance with any provision may be waived in a particular instance with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding. Without the consent of or notice to any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, omission, defect or inconsistency or make any other change that does not adversely affect the rights of any Holder, or amend the terms of the Notes to make them consistent with the description thereof in the Offering Memorandum dated March 14, 2006.

14. Successor Corporation.

When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor corporation will be released from those obligations.

15. Defaults and Remedies.

An Event of Default is: default for 30 days in payment of interest (including Additional Interest, if any) on the Notes; default in payment of principal on the Notes when due; failure to deliver the Principal Return, the Net Shares or any cash in lieu of fractional shares, as the case may be, upon conversion of the Notes in not more than four Business Days after the Determination Date and continuation of such failure for a period of five Business Days; failure by the Company for 60 days after appropriate notice under the Indenture to it to comply with any of its other agreements contained in the Indenture or the Notes; default by the Company or any Subsidiary with respect to its obligation to pay principal of or interest on indebtedness for borrowed money aggregating more than $20.0 million or the acceleration of such indebtedness if not withdrawn within 15 days from the date of appropriate notice under the Indenture; and certain events of bankruptcy, insolvency or reorganization of the Company or any of its Significant Subsidiaries. If an Event of Default (other than as a result of certain events of bankruptcy, insolvency or reorganization) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding may declare all unpaid principal of and accrued interest (including Additional Interest, if any) to the date of acceleration on the Notes then outstanding to be due and payable immediately, all as and to the extent provided in the Indenture. If an Event of Default occurs as a result of certain events of bankruptcy, insolvency or reorganization, all unpaid principal of and accrued interest (including Additional Interest, if any) on the Notes then outstanding shall become due and payable immediately without any declaration or other act on the part of the Trustee or any Holder, all as and to the extent provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company is required to file periodic reports with the Trustee as to the absence of default.

16. Trustee Dealings with the Company.

U.S. Bank National Association, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or an Affiliate of the Company, and may otherwise deal with the Company or an Affiliate of the Company, as if it were not the Trustee, except that if the Trustee has or shall acquire a conflicting interest

within the meaning of the TIA after a Default has occurred and is continuing, the Trustee shall either (i) eliminate such interest within 90 days or (ii) resign.

17. No Recourse Against Others.

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect or by reason of, such obligations or their creation. The Holder of this Note by accepting this Note waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.

18. Discharge Prior to Maturity.

If the Company irrevocably deposits with the Trustee, the Paying Agent or the Conversion Agent, if applicable, after all outstanding Notes have become due and payable, whether at maturity, any Redemption Date, any Purchase Date or any Repurchase Date, upon conversion or otherwise, cash and, to the extent applicable, Common Stock or other securities sufficient to pay all amounts due and owing on all outstanding Notes, the Company will be discharged from the Indenture except for certain Sections thereof.

19. Authentication.

This Note shall not be valid until the Trustee or an authenticating agent signs the certificate of authentication on the other side of this Note.

20. Abbreviations and Definitions.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

All capitalized terms used in this Note and not specifically defined herein are defined in the Indenture and are used herein as so defined.

21. Indenture to Control.

In the case of any conflict between the provisions of this Note and the Indenture, the provisions of the Indenture shall control.

The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: Waste Connections, Inc., 35 Iron Point Circle, Suite 200, Folsom, California 95630-8589, Attention: Chief Financial Officer.

TRANSFER NOTICE

This Transfer Notice relates to $__________ principal amount of the 3.75% Convertible Senior Notes due 2026 of Waste Connections, Inc., a Delaware corporation, held by ______________________________ (the “Transferor”).

(I) or (we) assign and transfer this Convertible Note to

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

(Insert assignee’s social security or tax I.D. no.)

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

Your Signature:

(Sign exactly as your name appears on the other side of this Convertible Note)

Date: ________________

Signature

Guarantee¹

¹ Signature must be guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange.

CONVERSION NOTICE

To Waste Connections, Inc.:

The undersigned owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion below designated, into cash and Common Stock, if any, of Waste Connections, Inc. in accordance with the terms of the Indenture referred to in this Note, and directs that the consideration issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

¨        Convert whole	¨        Convert in part
	Amount of Note to be converted ($1,000 or integral multiples thereof): $____________________
	Signature (sign exactly as name appears on the other side of this Note)
	Signature Guarantee:1

¹ Signature must be guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange.

If you want the stock certificate made out in another person’s name, complete the following for such person:

Name
Social Security or Taxpayer Identification Number
Street	Address
City, State and Zip Code

OPTION OF HOLDER TO ELECT REPURCHASE

If you want to elect to have this Note repurchased by the Company pursuant to Section 3.09 of the Indenture, check the box:

¨

If you want to elect to have only part of this Note repurchased by the Company pursuant to Section 3.09 of the Indenture, state the principal amount (which shall be $1,000 or a multiple thereof) to be repurchased:

$__________________

Dated:
	Signature (sign exactly as name appears on the other side of this Note)
Signature Guarantee:1

¹ Signature must be guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange.

OPTION OF HOLDER TO ELECT REPURCHASE

If you want to elect to have this Note repurchased by the Company pursuant to Section 3.10 of the Indenture, check the box:

¨

If you want to elect to have only part of this Note repurchased by the Company pursuant to Section 3.10 of the Indenture, state the principal amount (which shall be $1,000 or a multiple thereof) to be repurchased:

$__________________

Dated:
	Signature (sign exactly as name appears on the other side of this Note)
Signature Guarantee:1

¹ Signature must be guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange.

[Schedule A to Exhibit A

Global Note Transfer Schedule

Changes to Principal Amount of Global Security

Date Principal Amount of Securities by which this Global Note Is to Be Reduced or Increased and Reason for Reduction or Increase Remaining Principal Amount of this Global Security (following decrease or increase) Authorized Signature of officer of Trustee or Note Custodian

Schedule to be maintained by Depositary in cooperation with Trustee.]

Schedule I

The following table sets forth the increase in the Conversion Rate, expressed as a number of additional shares to be received per $1,000 principal amount of Securities.

		Effective Date
Stock Price		3/20/06	4/1/07	4/1/08	4/1/09	4/1/10	4/1/11
$	37.79	6.8568	6.5472	6.2795	6.1030	6.2839	0.0000
$	42.00	5.3263	4.9017	4.4715	4.0207	3.7772	0.0000
$	47.00	4.0855	3.5887	3.0533	2.4086	1.5376	0.0000
$	52.00	3.2680	2.7486	2.1838	1.4937	0.3523	0.0000
$	57.00	2.7367	2.2252	1.6795	1.0441	0.3214	0.0000
$	65.00	2.2670	1.8002	1.3246	0.8172	0.2819	0.0000
$	75.00	1.9600	1.5545	1.1448	0.7083	0.2443	0.0000
$	85.00	1.7294	1.3716	1.0101	0.6249	0.2156	0.0000
$	95.00	1.5474	1.2273	0.9038	0.5592	0.1929	0.0000
$	105.00	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

B-1

EX-4.2

Exhibit 4.2

EXECUTION COPY

Waste Connections, Inc.

3.75% Convertible Senior Notes Due 2026

Registration Rights Agreement

March 20, 2006

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Banc of America Securities LLC

9 West 57th Street

New York, New York 10019

Ladies and Gentlemen:

Waste Connections, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchasers (the “Initial Purchasers”) listed on Schedule I to the purchase agreement dated March 14, 2006 (the “Purchase Agreement”), for whom Citigroup Global Markets Inc. and Banc of America Securities LLC are acting as representatives, up to $200,000,000 aggregate principal amount of its 3.75% Convertible Senior Notes due 2026 (the “Notes”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.

As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company agrees with the Initial Purchasers, for the benefit of the holders (including the Initial Purchasers) of the Notes and the Shares (as defined below) (collectively, the “Holders”), as follows:

1. Certain Definitions.

For purposes of this Registration Rights Agreement, the following terms shall have the following meanings:

(a) “Additional Interest” has the meaning assigned thereto in Section 2(d).

(b) “Additional Interest Payment Date” has the meaning assigned thereto in Section 2(d).

(c) “Affiliate” has the meaning set forth in Rule 405 under the Securities Act, except where otherwise expressly provided.

(d) “Agreement” means this Registration Rights Agreement, as the same may be amended from time to time pursuant to the terms hereof.

(e) “Business Day” means any day on which The New York Stock Exchange, Inc. is open for trading.

(f) “Closing Date” means the date on which any Notes are initially issued.

(g) “Commission” means the Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

(h) “Company” has the meaning specified in the first paragraph of this Agreement.

(i) “Deferral Notice” has the meaning assigned thereto in Section 3(b).

(j) “Deferral Period” has the meaning assigned thereto in Section 3(b).

(k) “Effective Period” has the meaning assigned thereto in Section 2(a).

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

(m) “Holder” means each holder, from time to time, of Registrable Securities (including the Initial Purchasers).

(n) “Indenture” means the Indenture dated as of March 20, 2006, among the Company and U.S. Bank National Association, as Trustee pursuant to which the Notes are being issued.

(o) “Initial Placement” means the initial placement of the Notes pursuant to the terms of the Purchase Agreement.

(p) “Initial Purchasers” has the meaning specified in the first paragraph of this Agreement.

(q) “Material Event” has the meaning assigned thereto in Section 3(a)(iii).

(r) “Majority Holders” shall mean, on any date, holders of the majority of the Shares constituting Registrable Securities; for the purposes of this definition, Holders of Notes constituting Registrable Securities shall be deemed to be the Holders of the number of Shares into which such Notes are or would be convertible as of such date.

(s) “NASD” shall mean the National Association of Securities Dealers, Inc.

2

(t) “NASD Rules” shall mean the Conduct Rules and the By-Laws of the NASD.

(u) “Notes” means the 3.75% Convertible Senior Notes Due 2026 to be issued under the Indenture and sold by the Company to the Initial Purchasers.

(v) “Notice and Questionnaire” means a written notice delivered to the Company containing substantially the information called for by the Form of Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum.

(w) “Notice Holder” means, on any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date.

(x) “Offering Memorandum” means the Offering Memorandum dated March 14, 2006 relating to the offer and sale of the Securities.

(y) “Person” means a corporation, limited liability company, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

(z) “Prospectus” means the prospectus included in any Shelf Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of a registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.

(aa) “Purchase Agreement” has the meaning specified in the first paragraph of this Agreement.

(bb) “Registrable Securities” means the Securities; provided, however, that such Securities shall cease to be Registrable Securities when (i) in the circumstances contemplated by Section 2(a), a registration statement registering such Securities under the Securities Act has been declared or becomes effective and such Securities have been sold or otherwise transferred by the Holder thereof pursuant to such effective registration statement; (ii) such Securities are sold pursuant to Rule 144 under circumstances in which any legend borne by such Securities relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed or such Securities are eligible to be sold pursuant to Rule 144(k) or any successor provision; or (iii) such Securities shall cease to be outstanding (including, in the case of the Notes, upon conversion into Shares).

(cc) “Registration Default” has the meaning assigned thereto in Section 2(d).

(dd) “Registration Expenses” has the meaning assigned thereto in Section 5.

3

(ee) “Rules” refers to the rules promulgated under the Securities Act.

(ff) “Securities” means, collectively, the Notes and the Shares.

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

(hh) “Shares” means the shares of common stock of the Company, par value $0.01 per share, into which the Notes are convertible or that have been issued upon any conversion from Notes into common stock of the Company.

(ii) “Shelf Registration Statement” means the shelf registration statement referred to in Section 2(a), as amended or supplemented by any amendment or supplement, including post-effective amendments and any additional information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the shelf registration statement pursuant to Rules 430A, 430B or 430C, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Shelf Registration Statement.

(jj) “Special Counsel” shall have the meaning assigned thereto in Section 5.

(kk) “Trustee” shall have the meaning assigned such term in the Indenture.

(ll) “Trust Indenture Act” means the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision. Unless the context otherwise requires, any reference to a statute, rule or regulation refers to the same (including any successor statute, rule or regulation thereto) as it may be amended from time to time.

2. Registration Under the Securities Act.

(a) The Company agrees to file under the Securities Act as promptly as practicable, but in any event within 120 days after the Closing Date, a shelf registration statement providing for the registration of, and the sale on a continuous or delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the Commission; provided, that such registration statement shall be an “automatic shelf registration statement,” as such term is defined in Rule 405 under the Securities Act, if the Company is then eligible to use automatic shelf registration statements. If the Shelf Registration Statement is not an automatic shelf registration statement, the Company agrees to use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective as promptly as possible, but in any event no later than 210 days after the Closing Date. The

4

Company also agrees to use commercially reasonable efforts to keep the shelf registration statement effective until two years after the Closing Date or, if earlier, until there are no outstanding Registrable Securities (the “Effective Period”).

(b) The Company further agrees that it shall cause the Shelf Registration Statement, the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, as of the time of sale of any Securities under such Shelf Registration Statement, and as of the date of any such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading, and the Company agrees to furnish to the Holders of the Registrable Securities seeking to sell Securities pursuant to such amendment or supplement, and to any other Holder upon such Holder’s request, copies of any supplement or amendment prior to its being used or promptly following its filing with the Commission; provided, however, that the Company shall have no obligation to deliver to the Holders of the Registrable Securities copies of any amendment consisting exclusively of an Exchange Act report or other Exchange Act filing otherwise publicly available on the Company’s website or the Commission’s Electronic Data Gathering and Retrieval System. If the Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during the Effective Period (other than because all Registrable Securities registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof.

(c) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(c) and with Section 3(b). From and after the date the Shelf Registration Statement is initially effective, the Company shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within the later of (x) fifteen (15) Business Days after the date such Notice and Questionnaire is delivered, or (y) if a Notice and Questionnaire is delivered during a Deferral Period, the fifth Business Day after the expiration of such Deferral Period:

(i) file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities if required by applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement and if such amendment is not automatically effective, use its commercially reasonable efforts to cause such post-effective

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amendment to be declared effective under the Securities Act as promptly as is practicable;

(ii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(c)(i);

provided that in no event shall the Company be required to make more than one such filing during any 15 Business Day period and, in addition, if the Shelf Registration Statement is not an automatic shelf registration statement, the Company shall not be required to make more than one such filing in any calendar quarter in the form of a post-effective amendment to the Shelf Registration Statement; provided, further, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i) and (ii) above upon expiration of the Deferral Period in accordance with Section 3(b). Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus.

(d) If any of the following events (any such event a “Registration Default”) shall occur, then additional interest (the “Additional Interest”) shall become payable by the Company to Holders in respect of the Notes as follows:

(i) if the Shelf Registration Statement is not filed with the Commission within 120 days following the Closing Date, then commencing on the 121^st day after the Closing Date, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.25% per annum; or

(ii) if the Shelf Registration Statement has not become or is not declared effective by the Commission within 210 days following the Closing Date, then commencing on the 211^th day after the Closing Date, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.50% per annum; or

(iii) if the Shelf Registration Statement has become or been declared effective but such Shelf Registration Statement ceases to be effective at any time during the Effective Period (other than pursuant to Section 3(b) hereof), then commencing on the day such Shelf Registration Statement ceases to be effective, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.50% per annum; or

(iv) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(b) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period (and again on the first day of any subsequent Deferral Period during such period),

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Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.50% per annum;

provided, however, that the Additional Interest rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable under more than one clause above, but at a rate of 0.25% per annum under one clause and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum; provided further, however, that (1) upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii) above), (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(b) to be exceeded (in the case of clause (iv) above) or (5) upon the termination of certain transfer restrictions on the Securities as a result of the application of Rule 144(k) or any successor provision, Additional Interest on the Notes as a result of such clause, as the case may be, shall cease to accrue; provided, further that in no event will Additional Interest be payable in connection with a Registration Default relating to a failure to register the Shares. For the avoidance of doubt, if the Company fails to register both the Notes and the Shares, then Additional Interest will be payable in connection with the Registration Default relating to the failure to register the Notes.

So long as the failure to file or become effective or such unavailability continues, we will pay Additional Interest in cash on April 1 and October 1 of each year to the person who is the Holder of the Notes on the immediately preceding March 15 and September 15. When such registration default is cured, accrued and unpaid Additional Interest through the date of cure will be paid in cash on the subsequent Interest Payment Date to the Holder.

The Company shall notify the Trustee immediately upon the happening of each and every Registration Default. Notwithstanding the foregoing, the parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which additional monetary amounts are expressly provided shall be as set forth in this Section 2(d).

3. Registration Procedures.

The following provisions shall apply to the Shelf Registration Statement filed pursuant to Section 2:

(a) The Company shall:

(i) furnish to the Initial Purchasers copies of any Shelf Registration Statement or Prospectus or any amendments or supplements thereto proposed to be filed with the Commission relating to the Registrable Securities within three

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(3) Business Days prior to filing any such Shelf Registration Statement or Prospectus or any amendments or supplements thereto with the Commission;

(ii) use its commercially reasonable efforts to prepare and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statement and file with the Commission any other required document as may be necessary to keep such Shelf Registration Statement continuously effective until the expiration of the Effective Period; use commercially reasonable efforts to cause the related Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Securities covered by such Shelf Registration Statement during the Effective Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented;

(iii) as promptly as practicable, notify the Notice Holders of Registrable Securities (A) when such Shelf Registration Statement or the Prospectus included therein or any amendment or supplement to the Prospectus or post-effective amendment has been filed with the Commission, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same is declared or has become effective, (B) of any request, following the effectiveness of the Shelf Registration Statement, by the Commission for amendments or supplements to the Shelf Registration Statement or related Prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or written threat of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose, (E) of the occurrence of (but not the nature of or details concerning) any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (a “Material Event”) (provided, however, that no notice by the Company shall be required pursuant to this clause (E) in the event that the Company either promptly files a prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Shelf Registration Statement, which, in either case, contains the requisite information with respect to such Material Event that results in such Shelf Registration Statement or Prospectus, as the case may be, no longer containing any untrue statement of material fact or omitting to state a

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material fact necessary to make the statements contained therein, in the case of the Prospectus, in light of the circumstances under which they were made, not misleading), (F) of the determination by the Company that a post-effective amendment to the Shelf Registration Statement will be filed with the Commission, which notice may, at the discretion of the Company (or as required pursuant to Section 3(b)), state that it constitutes a Deferral Notice, in which event the provisions of Section 3(b) shall apply or (G) at any time when a Prospectus is required (or but for the exemption contained in Rule 172 would be required) to be delivered under the Securities Act, that the Shelf Registration Statement, Prospectus, or any amendment, supplement or post-effective amendment thereto does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder;

(iv) prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use its commercially reasonable efforts to register or qualify, or cooperate with the Notice Holders of Securities included therein in connection with the registration or qualification of, such Securities for offer and sale under the securities or blue sky laws of such jurisdictions as any such Notice Holders reasonably requests in writing; prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use its commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effective Period in connection with such Notice Holder’s offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject;

(v) use its commercially reasonable efforts to prevent the issuance of, and if issued, to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement or any post-effective amendment thereto, and to lift any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in each case at the earliest practicable date;

(vi) upon reasonable notice, for a reasonable period prior to the filing of the Shelf Registration Statement, and throughout the Effective Period, (i) make reasonably available for inspection during normal business hours by a representative of, and Special Counsel acting for, Majority Holders of the Securities being sold, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and (ii) use commercially reasonable efforts to have their officers, directors, employees,

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accountants and counsel supply all relevant information reasonably requested by such representative or Special Counsel in connection with such Shelf Registration Statement, in each case as is customary for similar “due diligence” examinations; provided that such persons shall first agree in writing with the Company that any non-public information shall be kept confidential by such persons and shall be used solely in connection with the exercise of rights under this Agreement or in connection with such disposition, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law, (iii) such information becomes generally available to the public, other than as a result of a disclosure or failure to safeguard by any such person in violation of any obligation described herein or (iv) such information becomes available to any such person from a source other than the Company and such source is not shown to be bound by a confidentiality agreement with respect to such information, and provided further that in connection with such disposition, nothing in this Agreement shall (a) prevent such person from complying with all applicable disclosure laws and regulations in connection with such disposition, (b) restrict the ability of such person to consider such information for due diligence purposes or to share such information with other initial purchasers, underwriters, agents, dealers, selling holders or similar participants in such disposition, subject to the execution by such other persons of reasonable non-disclosure agreements with the Company, (c) prevent such persons from retaining documents or other information in connection with their due diligence efforts or (d) prevent such persons from using any such information in investigating or defending themselves against claims made or threatened by purchasers, regulatory authorities or others in connection with such disposition. The foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by Special Counsel. Any person legally compelled to disclose any such confidential information made available for inspection shall, to the extent not prohibited by law, rule or regulation, provide the Company with prompt prior written notice of such requirement so that the Company may seek a protective order or other appropriate remedy;

(vii) if reasonably requested by the Initial Purchasers or any Notice Holder, promptly incorporate in a prospectus supplement or post-effective amendment to the Shelf Registration Statement such information as the Initial Purchasers or such Notice Holder shall, on the basis of a written opinion of nationally-recognized counsel experienced in such matters, determine to be required to be included therein by applicable law and make any required filings of such prospectus supplement or such post-effective amendment; provided, that the Company shall not be required to take any actions under this Section 3(a)(vii) that are not, in the reasonable opinion of counsel for the Company, required under applicable law;

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(viii) as promptly as practicable, furnish to each Notice Holder and the Initial Purchasers, upon their request and without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendments thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits; provided, however, that the Company shall have no obligation to deliver to Notice Holders or Initial Purchasers a copy of any amendment consisting exclusively of an Exchange Act report or other Exchange Act filing otherwise publicly available on the Company’s website or the Commission’s Electronic Data Gathering and Retrieval System;

(ix) during the Effective Period, deliver to each Notice Holder in connection with any sale of Registrable Securities pursuant to the Shelf Registration Statement, without charge, as many copies of the Prospectus relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder may reasonably request; and the Company hereby consents (except during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein;

(x) cooperate with the Notice Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Shelf Registration Statement free of any restrictive legends and in such denominations as permitted by the Indenture and registered in such names as the Holders thereof may request in writing at least two business days prior to sales of Securities pursuant to such Shelf Registration Statement; and

(xi) not use, authorize the use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act, in connection with the offering or sale of the Securities, without the consent of Holders of Registrable Securities who are seeking to sell Securities pursuant to the Shelf Registration Statement or relevant supplement or amendment thereto.

(b) Upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of or the existence of any Material Event, or (C) the occurrence or existence of any corporate development that, in the discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus, the Company will (i) in the case of clause (B) above, subject to the next sentence of this provision, as promptly as practicable prepare and file an amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and

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Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered or made available to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to the Shelf Registration Statement, subject to the next sentence of this provision, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders that the availability of the Shelf Registration Statement is suspended (a “Deferral Notice”). The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the Company, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and (z) in the case of clause (C) above, as soon as, in the discretion of the Company, such suspension is no longer appropriate; provided that the period during which the availability of the Shelf Registration Statement and any Prospectus is suspended (the “Deferral Period”), without the Company incurring any obligation to pay Additional Interest pursuant to Section 2(d), shall not exceed 45 days in any 90-day period or 90 days in the aggregate in any 12 month period.

(c) Each Notice Holder agrees that upon receipt of any Deferral Notice from the Company, such Notice Holder shall forthwith discontinue (and cause any placement or sales agent acting on its behalf to discontinue) the disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Notice Holder (i) shall have received copies of such amended or supplemented Prospectus (including copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus) and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Registrable Securities at the time of receipt of such notice or (ii) shall have received notice from the Company that the disposition of Registrable Securities pursuant to the Shelf Registration may continue.

(d) The Company may require each Holder of Registrable Securities as to which any registration pursuant to Section 2(a) is being effected to furnish to the Company such information regarding such Holder and such Holder’s intended method of distribution of such Registrable Securities as the Company may from time to time reasonably request in writing, but only to the extent that such information is required in order to comply with the Securities Act.

(e) The Company shall comply with all applicable rules and regulations of the Commission and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act)

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no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of the Shelf Registration Statement, which statements shall cover said 12-month periods.

(f) The Company shall provide a CUSIP number for all Registrable Securities covered by the Shelf Registration Statement not later than the initial effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Shares with printed certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company.

(g) The Company shall use its reasonable efforts to provide such information as is required for any filings required to be made with the National Association of Securities Dealers, Inc.

(h) Until the expiration of two years after the Closing Date, the Company will not, and will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

(i) The Company shall cause the Indenture to be qualified under the Trust Indenture Act in a timely manner and shall enter into any necessary supplemental indentures in connection therewith.

(j) The Company shall enter into such customary agreements and take all such other reasonable and lawful actions in connection therewith (including those requested by the Majority Holders of the Registrable Securities being sold) in order to expedite or facilitate disposition of such Registrable Securities.

4. Holder’s Obligations.

(a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of

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such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may reasonably request. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

5. Registration Expenses.

The Company agrees to bear and to pay or cause to be paid all fees and expenses incident to the Company’s performance of or compliance with this Agreement, including, but not limited to, (a) all Commission and any NASD registration and filing fees and expenses, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and Blue Sky laws referred to in Section 3(a)(iv) hereof, in connection with such qualifications, (c) all expenses relating to the preparation, printing, distribution and reproduction of the Shelf Registration Statement, the related Prospectus, each amendment or supplement to each of the foregoing, the certificates representing the Securities and all other documents relating hereto, (d) fees and expenses of the Trustee under the Indenture, any escrow agent or custodian, and of the registrar and transfer agent for the Shares, and (e) fees, disbursements and expenses of counsel and independent certified public accountants of the Company (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance) (collectively, the “Registration Expenses”). Notwithstanding the foregoing, the Holders of the Registrable Securities being registered shall pay all underwriting discounts and commissions and placement agent fees and brokers’ and other commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such Holders (severally or jointly), other than the counsel and experts specifically referred to above.

6. Indemnification.

(a) The Company shall indemnify and hold harmless each Notice Holder (including, without limitation, any such Initial Purchaser), its affiliates, their respective officers, directors, employees, representatives and agents, and each person, if any, who controls such Notice Holder within the meaning of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 6 and Section 7 as an Indemnified Holder) from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of Securities), to which that Indemnified Holder may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises

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out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any such Shelf Registration Statement or any Prospectus forming part thereof, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse each Indemnified Holder promptly upon demand for any legal or other expenses reasonably incurred by that Indemnified Holder in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with any information provided by such Indemnified Holder in writing to the Company expressly for use therein. This indemnity agreement shall be in addition to any liability that the Company may otherwise have.

(b) Each Notice Holder shall indemnify and hold harmless the Company, its officers, directors, employees, representatives and agents, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 6(b) and Section 7 as the Company), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any such Shelf Registration Statement or any Prospectus forming part thereof, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with any information furnished to the Company in writing by such Notice Holder expressly for use therein, and shall reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that no such Notice Holder shall be liable for any indemnity claims hereunder in excess of the amount of net proceeds received by such Notice Holder from the sale of Securities pursuant to such Shelf Registration Statement. This indemnity agreement will be in addition to any liability which any such Notice Holder may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying party in writing of the claim or the

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commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than the reasonable costs of investigation; provided, however, that an indemnified party shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel for the indemnified party will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based upon advice of counsel to the indemnified party) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based upon advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm of attorneys (in addition to any local counsel) at any one time for all such indemnified party or parties. Each indemnified party, as a condition of the indemnity agreements contained in Sections 6(a) and 6(b), shall use all reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this section, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of a

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request in writing setting forth proposed settlement terms from the indemnified party and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with the aforesaid request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

(d) The provisions of this Section 6 and Section 7 shall remain in full force and effect, regardless of any investigation made by or on behalf of any Notice Holder, the Company, or any of the indemnified Persons referred to in this Section 6 and Section 7, and shall survive the sale by a Notice Holder of Securities covered by the Shelf Registration Statement.

7. Contribution.

If the indemnification provided for in Section 6 is unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company from the offering and sale of the Notes, on the one hand, and a Holder with respect to the sale by such Notice Holder of Securities, on the other, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and such Notice Holder on the other with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and a Holder on the other with respect to such offering and such sale shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes (before deducting expenses) received by the Company, on the one hand, bear to the total proceeds received by the Holder from sales of Securities on the other. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or supplied by the Notice Holder on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.

The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 7 were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in this Section 7. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 7 shall be deemed to

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include, for purposes of this Section 7, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending or preparing to defend any such action or claim. Notwithstanding the provisions of this Section 7, an indemnifying party that is a Holder of Securities shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by such indemnifying party to any purchaser exceeds the amount of any damages which such indemnifying party has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

8. Information Requirements.

The Company agrees with each Holder, for so long as any Registrable Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Registrable Securities in connection with any sale thereof and any prospective purchaser of such Registrable Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Registrable Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Registrable Securities pursuant to Rule 144.

9. Miscellaneous.

(a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Majority Holders. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Registrable Securities are being sold pursuant to the Shelf Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of a majority in aggregate amount of the Registrable Securities being sold by such Holders pursuant to the Shelf Registration Statement. Notwithstanding the foregoing sentence, (i) this Agreement may be amended by written agreement signed by the Company and the Initial Purchasers, without the consent of the Holders of Registrable Securities, to cure any ambiguity or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision contained herein, or to make such other provisions in regard to matters or questions arising under this Agreement that shall not adversely affect the interests of the Holders of Registrable Securities. Each Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 8(a), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder.

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(b) Notices. All notices and other communications (including without limitation any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:

(1) if to a Holder of the Registrable Securities, at the most current address of such Holder set forth on the records of the registrar under the Indenture, in the case of Holders of Convertible Notes, and the stock ledger of the Company, in the case of Holders of common stock of the Company.

(2) if to the Initial Purchasers:

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Facsimile No.: (212) 816-7912

Attention: General Counsel

Banc of America Securities LLC

9 West 57th Street

New York, New York 10019

Facsimile No.: (212) 457-3745

Attention: Raymond P. Ko, Esq.

with copies to:

Davis Polk & Wardwell

450 Lexington Avenue

New York, New York 10017

Facsimile No.: (212) 450-3800

Attention: Deanna Kirkpatrick, Esq.

(3) if to the Company, at the addresses as follows:

Waste Connections, Inc.

35 Iron Point Circle, Suite 200

Folsom, California 95630

Facsimile No.: (916) 351-0249

Attention: Worthing F. Jackman, Chief Financial Officer

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with copies to:

Latham & Watkins LLP

505 Montgomery Street, Suite 2000

San Francisco, California 94111

Facsimile No.: (415) 395-8095

Attention: Tracy K. Edmonson, Esq.

All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; one business day after being delivered to a next-day air courier; five business days after being deposited in the mail, if being delivered by first-class mail; and when receipt is acknowledged by the recipient’s telecopier machine, if sent by telecopier.

(c) Successors And Assigns. Any person who purchases any Registrable Securities from the Initial Purchasers shall be deemed, for purposes of this Agreement, to be an assignee of the Initial Purchasers. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and shall inure to the benefit of and be binding upon each Holder of any Registrable Securities, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Indenture. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such person shall be entitled to receive the benefits hereof.

(d) Counterparts. This Agreement may be executed in any number of counterparts (which may be delivered in original form or by telecopier) and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(e) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(g) Remedies. The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Section 2(a), (b) and (c) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely, and that, in the event of any such failure, in addition to being entitled to exercise all rights provided to it herein, in the Indenture or in the Purchase Agreement or granted by law, including recovery of liquidated or other damages, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Section 2(a), (b), and

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(c) hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(h) No Inconsistent Agreements. The Company represents, warrants and agrees that it has not entered into, and shall not on or after the date of this Agreement enter into, any agreement that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

(i) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

(j) Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, such Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us a counterpart hereof, whereupon this instrument will become a binding agreement among the Company and the several Initial Purchasers in accordance with its terms.

Very truly yours,
WASTE CONNECTIONS, INC.
By:	/s/ Worthing Jackman
Name:	Worthing Jackman
Title:	Executive Vice President and Chief Financial Officer

Accepted: March 20, 2006

By:	CITIGROUP GLOBAL MARKETS INC.
	By:	/s/ John Shafer
		Authorized Signatory
By:	BANC OF AMERICA SECURITIES LLC
	By:	/s/ Derek Dillon
		Authorized Signatory

[Signature page to Registration Rights Agreement]