S-3

As filed with the Securities and Exchange Commission on December 23, 2003

Registration No. 333-____________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RadiSys Corporation
(Exact name of registrant as specified in its charter)

Oregon	93-0945232
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5445 NE Dawson Creek Drive
Hillsboro, Oregon 97124
(503) 615-1100
(Address, including zip code, and telephone number including area code, of registrant's principal executive offices)

Julia A. Harper
Chief Financial Officer
RadiSys Corporation
5445 NE Dawson Creek Drive
Hillsboro, Oregon 97124
(503) 615-1100
(Name and address, including zip code, and telephone number including area code, of agent for service)

Copy to:
Daniel W. Rabun
Baker & McKenzie
2001 Ross Avenue, Suite 2300
Dallas, Texas 75201
(214) 978-3000

     Approximate date of commencement of proposed sale of securities to the public: From time to time after the effective date of this Registration Statement.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Shares to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Security	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
1 3/8% Convertible Senior Notes due November 15, 2023	100,000,000 (1)	$1,000 (2)(3)	$100,000,000	$8,090
Common Stock, no par value per share	4,242,465 shares (4)	---	---	--- (5)

(1)	Represents aggregate principal amount of the notes issued by the registrant.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(i) under the Securities Act of 1933, as amended (the "Securities Act").
(3)	Excludes accrued interest and distributions, if any.
(4)	Represents the number of shares of common stock initially issuable upon conversion of the notes registered hereby, and, pursuant to Rule 416 under the Securities Act, such indeterminate number of shares of common stock as may be issued from time to time upon conversion of the notes as a result of the antidilution provisions thereof. For each $1,000 principal amount of the notes surrendered for conversion, 42.4247 shares of common stock of the registrant will be issued, subject to antidilution adjustment.
(5)	No additional consideration will be received for the common stock, and therefore, pursuant to Rule 457(i) under the Securities Act, no registration fee is required.

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling security holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and neither we nor the selling security holders are soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 23, 2003

PROSPECTUS

$100,000,000

1 3/8% Convertible Senior Notes due November 15, 2023 and
4,242,465 Shares of Common Stock Issuable Upon Conversion of the Notes

     We issued the notes in a private placement in November 2003. This prospectus will be used by the selling security holders to resell their notes and the common stock issuable upon conversion of their notes. We will not receive any of the proceeds from the sale of the notes or the common stock issuable upon conversion of the notes by the selling security holders.

     We will pay interest on the notes on May 15 and November 15 of each year. The first interest payment will be made on May 15, 2004. The notes will mature on November 15, 2023. Holders may require us to repurchase for cash all or part of their notes on November 15, 2008, November 15, 2013 and November 15, 2018 or upon a change of control at the prices set forth in this prospectus.

     We may not redeem the notes prior to November 15, 2006. We may redeem some or all of the notes for cash on or after November 15, 2006 and prior to November 15, 2008, at 100% of their principal amount plus accrued and unpaid interest and additional interest, if any, if the closing price of our common stock for 20 trading days within a period of 30 consecutive trading days ending on the trading day before the date of mailing of the redemption notice exceeds 130% of the conversion price in effect on such trading day. We may also redeem some or all of the notes for cash on or after November 15, 2008 at 100% of their principal amount plus accrued and unpaid interest and additional interest, if any.

     The notes are convertible prior to maturity into shares of our common stock only under the following circumstances: (1) the closing price of our common stock on the trading day prior to the conversion date was 120% or more of the conversion price of the notes on such trading date; (2) we have called the notes for redemption; (3) the trading price of the notes falls below a specified threshold; or (4) we make certain distributions to holders of our common stock or we enter into specified corporate transactions.

     The initial conversion price is $23.5712 per share (except under limited circumstances on or after November 15, 2018), subject to adjustment for certain events, which is equivalent to a conversion rate of approximately 42.4247 per $1,000 principal amount of the notes. Upon conversion, we will have the right to deliver, in lieu of our common stock, cash or a combination of cash and shares of our common stock. Our common stock is quoted on the Nasdaq National Market under the symbol "RSYS." The closing price as reported on NASDAQ on December 22, 2003 was $16.34 per share.

     The notes are our general unsecured obligations and rank equally in right of payment with all of our other existing and future obligations that are unsecured and unsubordinated. The notes are effectively subordinated to all our existing and future secured debt and to the indebtedness and other liabilities of our subsidiaries.

     We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation system. The notes are eligible for trading in The PORTAL^(SM) Market ("PORTAL"), a subsidiary of The Nasdaq Stock Market, Inc.

     Investing in the notes and the common stock issuable upon conversion of the notes involves risks. See "Risk Factors" beginning on page 6.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is __________.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS	i	CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	30
SUMMARY	1
PRICE RANGE OF COMMON STOCK	5	SELLING SECURITY HOLDERS	36
DIVIDEND POLICY	5	PLAN OF DISTRIBUTION	38
RATIO OF EARNINGS TO FIXED CHARGES	5	LEGAL MATTERS	40
RISK FACTORS	5	EXPERTS	40
USE OF PROCEEDS	11	WHERE YOU CAN FIND MORE INFORMATION	41
DESCRIPTION OF THE NOTES	12	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	41
DESCRIPTION OF OTHER INDEBTEDNESS	26	SIGNATURES	46
DESCRIPTION OF CAPITAL STOCK	28	EXHIBIT INDEX	47

     You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The selling security holders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

     You should not consider any information in this prospectus or in the documents incorporated by reference herein to be investment, legal or tax advice. You should consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding the purchase of the notes and the common stock issuable upon conversion of the notes. We are not making any representation to any offeree or purchaser of the notes and the common stock issuable upon conversion of the notes regarding the legality of an investment in the notes and the common stock issuable upon conversion of the notes by such offeree or purchaser under appropriate investment or similar laws.

FORWARD-LOOKING STATEMENTS

     This prospectus and the documents incorporated by reference contain forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "anticipates," "intends," "expects," "could," "should," "plans," "believes," "estimates" or words or phrases of similar import generally identify forward-looking statements. You are cautioned that forward-looking statements are subject to risks, trends and uncertainties that could cause actual results, performance or achievements to differ materially from those expressed in any forward-looking statements. Important factors that could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by those statements include, but are not limited to, those discussed in the section of this prospectus entitled "Risk Factors." We undertake no obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to future results over time. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.

-i-

SUMMARY

     The following summary may not contain all the information that may be important to you. You should read the entire prospectus, as well as the information to which we refer you and the information incorporated by reference, before making an investment decision. When used in this prospectus, the terms "RadiSys," "the company," "we," "our" and "us" refer to RadiSys Corporation and its consolidated subsidiaries, unless otherwise specified.

RadiSys Corporation

     We are a leading provider of embedded systems for compute, data processing and network-intensive applications to original equipment manufacturers ("OEMs") in the commercial systems, enterprise systems and service provider systems markets. We provide system architecture, design, sourcing, configuration, delivery and full product life-cycle management to systems providers. We focus on industry-leading solutions while working in a close "virtual division" relationship with our customers. Our value proposition to our customers is providing leading technology solutions while improving their time-to-market advantage and reducing total life-cycle costs.

End Markets

     We provide embedded technology solutions to three distinct markets:

• Commercial Systems — The commercial systems market includes the following sub-markets: medical equipment, transaction terminals, test and measurement equipment, semiconductor capital equipment and automated industrial equipment. Examples of products into which our embedded solutions are incorporated include 4D ultrasound systems, blood analyzers, CT scanners, ATM terminals, point of sale terminals, high-end test equipment and electronics assembly equipment.
  
  
• Enterprise Systems — The enterprise systems market includes embedded compute, processing and networking systems used in private enterprise IT infrastructure. Examples of products that our embedded solutions are used in include blade-based servers, unified messaging systems, IP-enabled PBX systems, storage systems and local area network interface input/output ("I/O") cards.
  
  
• Service Provider Systems — The service provider systems market includes embedded communication systems that are used in voice, video and data systems within public network systems. Examples of these products include 2, 2.5 and 3G wireless infrastructure, wireline infrastructure, packet-based switches and unified messaging products.
  

Market Drivers

     The markets for embedded systems are growing as a result of, among other things, the following:

• Increasing focus by system makers on their core competencies and application-specific intellectual property, with increased desire for merchant-supplied embedded processing and networking systems.
  
  
• Increasing levels of intelligence and networking content in all systems, including systems monitoring and control, real-time information processing and high-bandwidth network connectivity.
  
  
• Increasing demand for standards-based solutions so system makers are not required to develop their own proprietary architectures.
  
  
• The emergence of new technologies such as switch fabrics, network I/O cards, packet processing, network processing and voice processing, following the embedded systems model.

     We believe system makers will look to outside sources for supply of integrated hardware/software building blocks to achieve better technical solutions, faster time-to-market and reduced life-cycle costs.

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Strategy

     Our strategy is to provide our customers with a "virtual division" where embedded systems, or functional building blocks, are conceived, developed, supplied and managed. We believe that this will enable our customers to focus their resources and development on application-specific capabilities giving them higher value systems and a time-to-market advantage with a lower total cost of ownership. Historically, system makers had been largely vertically integrated, developing most, if not all, of the functional building blocks of their systems. System makers are now more focused on their core expertise and are looking for partners to provide them with building blocks for a growing number of processing and networking functions.

     Our common stock is quoted on the Nasdaq National Market under the symbol "RSYS." Our principal executive offices are located at 5445 N.E. Dawson Creek Drive, Hillsboro, Oregon 97124, and our telephone number is (503) 615-1100.

The Offering

     In November 2003, we sold $100 million in aggregate principal amount of 1 3/8% Convertible Senior Notes due November 15, 2023, which we refer to as the "notes," to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). This prospectus will be used by selling security holders to resell their notes and the common stock issuable upon conversion of the notes. We will not receive any proceeds from the sale of the notes or the common stock issuable upon conversion of the notes by the selling security holders.

Securities Offered	$100,000,000 aggregate principal amount of 1 3/8% convertible senior notes due November 15, 2023.
Interest	The notes bear interest at an annual rate of 1 3/8%. Interest is payable on May 15 and November 15 of each year, beginning May 15, 2004.
Maturity Date	November 15, 2023.
Conversion Rights	The notes are convertible prior to maturity into shares of our common stock only under the following circumstances:
	the closing price of our common stock on the trading day prior to the conversion date was 120% or more of the conversion price of the notes on such trading date;
	we have called the notes for redemption;
	during the five business day period following any five consecutive trading day period in which the trading price of the notes was less than 98% of the conversion value (the closing price of our shares of common stock multiplied by the then current conversion rate); or
	we make certain distributions to holders of our common stock or we enter into specified corporate transactions.
	The initial conversion price is $23.5712 per share (except under limited circumstances on or after November 15, 2018), subject to adjustment for certain events. The conversion price is equivalent to a conversion rate of approximately 42.4247 shares per $1,000 principal amount of notes. Upon conversion, we will have the right to deliver, in lieu of our common stock, cash or a combination of cash and shares of our common stock, in our sole discretion. Upon conversion, you generally will not receive any cash representing accrued interest. See "Description of the Notes — Conversion of Notes."

2

Provisional Redemption	We may not redeem the notes prior to November 15, 2006. We may redeem some or all of the notes for cash on or after November 15, 2006 and prior to November 15, 2008, at 100% of their principal amount, plus accrued and unpaid interest and additional interest, if any, if the closing price of our common stock for 20 trading days within a period of 30 consecutive trading days ending on the trading day before the date of mailing of the redemption notice exceeds 130% of the conversion price on such trading day. See "Description of the Notes -- Provisional Redemption."
Optional Redemption	We may also redeem some or all of the notes for cash on or after November 15, 2008 at 100% of their principal amount, plus accrued and unpaid interest and additional interest, if any. See "Description of the Notes -- Optional Redemption."
Sinking Fund	None.
Purchase of Notes at Your Option on Specified Dates	You may require us to repurchase all or part of your notes for cash on November 15, 2008, November 15, 2013 or November 15, 2018 at a price equal to 100% of the principal amount of the notes, together with accrued and unpaid interest and additional interest, if any. See "Description of the Notes -- Purchase of Notes at the Option of Holders on Certain Dates."
Purchase of Notes at Your Option upon Change of Control	Upon a change of control, you may require us to purchase your notes at a price equal to 100% of the principal amount of the notes, together with accrued and unpaid interest and additional interest, if any. See "Description of the Notes -- Purchase of Notes at the Option of Holders Upon a Change of Control."

3

Ranking	The notes are our general unsecured obligations and rank equally in right of payment with all of our other existing and future unsecured and unsubordinated obligations. As of September 30, 2003, we had no senior indebtedness before giving effect to the issuance and sale of the notes. The notes are effectively subordinated to all our existing and future secured indebtedness. We also had subordinated debt of $67.5 million at September 30, 2003. The notes are not guaranteed by any of our subsidiaries, and, accordingly, the notes are effectively subordinated to the indebtedness and other liabilities of our subsidiaries, including trade creditors. As of September 30, 2003, the only indebtedness of our subsidiaries was $6.6 million of secured indebtedness. See "Description of the Notes -- General."
Use of Proceeds	We will not receive any proceeds from the sale by the selling security holders of the notes or the shares of common stock issuable upon conversion of the notes. See "Use of Proceeds."
Form and Denomination	The notes have been issued only in fully registered form without interest coupons and in minimum denominations of $1,000. The notes are represented by one or more global notes, deposited with the trustee as a custodian for The Depository Trust Company, or DTC, and registered in the name of Cede & Co., DTC's nominee. Beneficial interests in the global notes are shown on, and any transfers will be effective only through, records maintained by DTC and its participants. See "Description of the Notes -- Book-Entry, Delivery and Form."
Trading	The notes are eligible for trading in PORTAL. However, we can give no assurance as to the liquidity of or trading market for the notes. Our common stock is quoted on the Nasdaq National Market under the symbol "RSYS."
Registration Rights	We have agreed to keep the shelf registration statement, of which this prospectus constitutes a part, effective until the earliest of: (1) two years from the date of effectiveness of the shelf registration statement; (2) the date when all registrable securities shall have been registered under the Securities Act and disposed of; and (3) the date on which all registrable securities held by non-affiliates can be sold to the public pursuant to Rule 144(k) under the Securities Act. See "Description of the Notes -- Registration Rights."

Risk Factors

     Investment in the notes and the common stock issuable upon conversion of the notes involves risk. You should carefully consider the information under "Risk Factors," and all other information included in this prospectus and the documents incorporated by reference, before investing in the notes and the common stock issuable upon conversion of the notes.

4

PRICE RANGE OF COMMON STOCK

     Our common stock is quoted on the Nasdaq National Market under the symbol "RSYS." The following table sets forth the high and low closing sales prices for our common stock as reported by the Nasdaq National Market for 2001, 2002 and through December 22, 2003.

		High		Low
2003
Fourth Quarter (through December 22, 2003)	$	21.30	$	15.84
Third Quarter		20.34		13.30
Second Quarter		13.58		5.35
First Quarter		8.10		5.99
2002
Fourth Quarter	$	10.21	$	3.73
Third Quarter		12.40		3.41
Second Quarter		18.41		11.42
First Quarter		21.54		16.76
2001
Fourth Quarter	$	20.00	$	11.48
Third Quarter		22.55		12.00
Second Quarter		26.99		16.19
First Quarter		28.88		16.63

     The closing price as reported on NASDAQ on December 22, 2003 was $16.34 per share. As of December 19, 2003, there were approximately 359 holders of record of our common stock.

DIVIDEND POLICY

     We have never paid any cash dividends on our common stock and do not expect to declare cash dividends on the common stock in the foreseeable future in compliance with our policy to retain all of our earnings to finance future growth.

RATIO OF EARNINGS TO FIXED CHARGES

	Years Ended December 31,					Nine Months Ended September 30,
	2002	2001	2000	1999	1998	2003	2002
Ratio of earnings to fixed charges
(a)(b)	--	--	12.0x	39.4x	47.4x	2.2x	--

(a) For purposes of computing the ratio of earnings to fixed charges, fixed charges consist of interest expense on debt and capital leases, and that portion of rental expense deemed to be representative of interest. Earnings consist of income from continuing operations before income tax benefit.

(b) The earnings to fixed charges ratio was less than 1:1 due to losses reported for the years ended December 31, 2002 and 2001 and for the nine months ended September 30, 2002. To achieve an earnings to fixed charges ratio of 1:1 we would need to generate additional income of $4.5 million, $60.0 million and $6.9 million for the years ended December 31, 2002 and 2001 and for the nine months ended September 30, 2002, respectively.

5

RISK FACTORS

Risk Factors Related to Our Business

     Our business depends on the commercial systems, service provider systems and enterprise systems markets in which demand can be cyclical, and any inability to sell products to these markets could have a material adverse effect on our revenues.

     We derive our revenues from a number of diverse end markets, some of which are subject to significant cyclical changes in demand. In 2002, we derived 36%, 27% and 37% of our revenues from the service provider systems market, the enterprise systems market and the commercial systems market, respectively. For the nine months ended September 30, 2003, we derived 37%, 28% and 35% of our revenues from the service provider systems market, the enterprise systems market, and the commercial systems market, respectively. We believe that our revenues for the remainder of 2003 will be similarly divided among these three markets. Some of these markets are characterized by intense competition, rapid technological change, economic uncertainty and structural financial problems. A slowed economy in the United States, and a global slowdown in the service provider market, has created additional uncertainties for our customers and therefore our business. Our exposure to economic cyclicality and any related fluctuation in customer demand could have a material adverse effect on our revenues and financial condition.

     Because of our dependence on certain customers, the loss of a top customer could have a material adverse effect on our revenues and profitability.

     During 2002, we derived 48% of our revenues from five customers. These five customers were Nortel, Nokia, Comverse, IBM and Diebold. For the nine months ended September 30, 2003, we derived 56% of our revenues from the same five customers. During 2002, revenues attributable to Nortel and Nokia were 17% and 13%, respectively. For the nine months ended September 30, 2003, revenues attributable to Nortel and Nokia were 19% and 18%, respectively. We believe that sales to these customers will continue to be a substantial percentage of our revenues in 2003. A financial hardship experienced by, or a substantial decrease in sales to, any one of our top customers could materially affect revenues and profitability.

     We derive a majority of our revenue from design wins; not all design wins actually ramp into production, and if ramped into production the volumes derived from such design wins may not be as significant as we had originally estimated, which could have a substantial negative impact on our anticipated revenues and profitability.

     We derive a majority of our revenues from design wins for OEM products. We announced 46 design wins during 2002. In the first quarter of 2003, we completed the sale of our Savvi business. Three of the 2002 design wins were attributable to the Savvi business. None of the 2002 Savvi business design wins ramped into production. In the first quarter of 2003, we changed the acceptance criteria for declaring a design win to require that programs progress further through the sales cycle before being classified as a design win. This change, effective January 1, 2003, prospectively impacted the count and timing of reported wins in the first nine months of 2003. During the nine months ended September 30, 2003, we announced 30 design wins. A design win is a project estimated at the time of the design win to produce more than $500,000 in revenue per year assuming full production. Design wins that ramp into production do so at varying rates. If a design win actually ramps into production, the average ramp into production begins about 12 months after the win, although some more complex wins can take up to 24 months or longer. After that, there is an additional time lag from the start of production ramp to peak revenue. Not all design wins ramp into production and even if a win is ramped into production, the volumes derived from such design win may not be as significant as we had originally estimated. The determination of a design win is highly subjective and is based on information available to us at the time of the project estimate. Design wins are sometimes canceled or delayed, or can perform below original expectations, which can adversely impact anticipated revenues and profitability.

6

     Because of our dependence on a few suppliers, or in some cases one supplier, for some of the components we use in the manufacture of our products, a loss of a supplier or a shortage of any of these components could have a material adverse effect on our business or our financial performance.

     We depend on a few suppliers, or in some cases one supplier, for some of the components we use in the manufacture of our products. For example, we primarily use Intel microprocessors for our products and any disruption in supply could adversely impact our financial performance. In addition, we depend on two primary contract manufacturing partners, Manufacturers' Services Limited and Sanmina-SCI, and failed execution on their behalf could temporarily effect our revenue and profitability.

     Competition in the market for embedded systems is intense, and if we lose our position, our revenues and profitability could decline.

     Some of our competitors and potential competitors have a number of significant advantages over us, including:

• a longer operating history;
  
  
• greater name recognition and marketing power;
  
  
• preferred vendor status with our existing and potential customers; and
  
  
• significantly greater financial, technical, marketing and other resources, which allow them to respond more quickly to new or changing opportunities, technologies and customer requirements.

     Furthermore, existing or potential competitors may establish cooperative relationships with each other or with third parties or adopt aggressive pricing policies to gain market share.

     As a result of increased competition, we could encounter significant pricing pressures. These pricing pressures could result in significantly lower average selling prices for our products. We may not be able to offset the effects of any price reductions with an increase in the number of customers, cost reductions or otherwise. In addition, many of the industries we serve, such as the communications industry, are encountering market consolidation, or are likely to encounter consolidation in the near future, which could result in increased pricing pressure and additional competition.

     We compete with a number of companies providing embedded systems, including Advantech Co. LTD., Force Computers, a division of Solectron, Inc., divisions within Intel Corporation, Kontron AG, Mercury Computer Systems, Motorola Computer Group, a unit of Motorola Inc., Performance Technologies and SBS Technologies.

     Potential acquisitions and partnerships may be more costly or less profitable than anticipated and may adversely affect the price of our company stock.

     Future acquisitions and partnerships may involve the use of significant amounts of cash, potentially dilutive issuances of equity or equity-linked securities, incurrence of debt and amortization of intangible assets with determinable lives. Moreover, to the extent that any proposed acquisition or strategic investment is not favorably received by shareholders, analysts and others in the investment community, the price of our common stock could be adversely affected. In addition, acquisitions or strategic investments involve numerous risks, including:

• difficulties in the assimilation of the operations, technologies, products and personnel of the acquired company;
  
  
• the diversion of management's attention from other business concerns;
  
  
• risks of entering markets in which we have no or limited prior experience; and
  
  
• the potential loss of key employees of the acquired company.

     In the event that an acquisition or a partnership does occur and we are unable to successfully integrate operations, technologies, products or personnel that we acquire, our business, results of operations and financial condition could be materially adversely affected.

7

     Our international operations expose us to additional political, economic and regulatory risks not faced by businesses that operate only in the United States.

     We derived 38% of our 2002 revenues from Europe and Israel and 3% from Asia. For the nine months ended September 30, 2003, we derived 40% of our revenues from Europe and Israel and 5% from Asia. In addition, we have a design center located in Birmingham, United Kingdom. As a result, we are subject to worldwide economic and market conditions risks generally associated with global trade, such as fluctuating exchange rates, tariff and trade policies, domestic and foreign tax policies, foreign governmental regulations, political unrest, wars and other acts of terrorism and changes in other economic conditions. These risks, among others, could adversely affect our results of operations or financial position.

     If we are unable to generate sufficient income in the future, we may not be able to fully utilize our net deferred tax assets or support our current levels of goodwill and intangibles on our balance sheet.

     We cannot provide absolute assurance that we will generate sufficient taxable income to fully utilize the net deferred tax assets of $28.7 million as of September 30, 2003. Accordingly, we may be required to record an additional valuation allowance against the deferred tax assets if our future expectations of taxable income are not achieved. On the other hand, if we generate taxable income in excess of our future expectations, the valuation allowance may be reduced accordingly. We also cannot provide absolute assurance that future income will support the carrying amount of goodwill and intangibles of $34.7 million on the Consolidated Balance Sheet as of September 30, 2003, and therefore, we may incur an impairment charge in the future.

     Because we have material levels of customer-specific inventory, a financial hardship experienced by our customers could have a material adverse impact on our profitability.

     We provide long-life support to our customers and therefore we have material levels of customer-specific inventory. A financial hardship experienced by our customers could materially affect the viability of the dedicated inventory, and ultimately adversely impact our profitability.

     Our products for embedded computing applications are based on industry standards, which are continually evolving, and any failure to conform to these standards could have a substantial negative impact on our revenues and profitability.

     Products for embedded computing applications are often based on industry standards, which are continually evolving. Our future success will depend, in part, upon our ability to successfully develop and introduce new products based on emerging industry standards. Our failure to conform to these standards could render our products unmarketable or obsolete. As our addressable markets develop new standards, we may be unable to successfully design and manufacture new products that address the needs of our customers or achieve substantial market acceptance.

     If we are unable to protect our intellectual property, we may lose a valuable competitive advantage or be forced to incur costly litigation to protect our rights.

     We are a technology dependent company, and our success depends on developing and protecting our intellectual property. We rely on patents, copyrights, trademarks and trade secret laws to protect our intellectual property. At the same time, our products are complex, and are often not patentable in their entirety. We also license intellectual property from third parties and rely on those parties to maintain and protect their technology. We cannot be certain that our actions will protect proprietary rights. If we are unable to adequately protect our technology, or if we are unable to continue to obtain or maintain licenses for protected technology from third parties, it could have a material adverse effect on our results of operations.

     Our period-to-period revenues and operating results fluctuate significantly, which may result in volatility in the price of our common stock.

     The price of our common stock may be subject to wide, rapid fluctuations. Our period-to-period revenues and operating results have varied in the past and may continue to vary in the future, and any such fluctuations may cause our stock price to fluctuate. Fluctuations in the stock price may also be due to other factors, such as changes in analysts' estimates regarding earnings, or may be due to factors relating to the service provider systems, enterprise systems and commercial systems markets in general. Shareholders should be willing to incur the risk of such fluctuations.

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Other Risk Factors Related to Our Business

     Other risk factors include, but are not limited to, changes in the mix of products sold, regulatory and tax legislation, changes in effective tax rates, inventory risks due to changes in market demand or our business strategies, potential litigation and claims arising in the normal course of business, credit risk of customers and other risk factors. Proposed changes to accounting rules, including proposals to account for employee stock options as a compensation expense, could, if mandated, materially increase the expense that we report under generally accepted accounting principles and adversely affect our operating results.

Risks Related to the Notes and Our Common Stock

     We may be unable to meet the requirements under the indenture to purchase your notes upon a change of control or upon the exercise of your right to have us purchase notes.

     You may require us to purchase all or a portion of your notes on November 15, 2008, November 15, 2013 and November 15, 2018 or upon a change of control. We may not have sufficient funds to pay the purchase price for all tendered notes. Additionally, future credit agreements or other agreements relating to our indebtedness might prohibit the redemption or repurchase of the notes and provide that a change of control constitutes an event of default. If we are required to repurchase notes at a time when we are prohibited from doing so, we could seek the consent of our lenders to purchase the notes or could attempt to refinance this debt. If we do not obtain a consent or refinance this debt, we could not purchase the notes. Our failure to purchase tendered notes would constitute an event of default under the indenture, which might constitute a default under the terms of our other debt. The term "change of control" is limited to certain specified transactions and may not include other events that might harm our financial condition. Our obligation to offer to purchase the notes upon a change of control would not necessarily afford you protection in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving us.

     A market may not develop for the notes.

     Prior to the offering there has been no trading market for the notes. The initial purchasers have advised us that they currently intend to make a market in the notes. However, the initial purchasers are not obligated to make a market and may discontinue this market-making activity at any time without notice. In addition, market-making activity by the initial purchasers will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, a market for the notes may not develop or, if one does develop, it may not be maintained. If an active market for the notes fails to develop or be sustained, the trading price of the notes could decline significantly.

     The price of our common stock, and therefore the price of the notes, may fluctuate significantly, which may make it difficult for holders to resell the notes or the common stock issuable upon conversion of the notes when desired or at attractive prices.

     Prior to electing to convert notes, the note holder should compare the price at which our common stock is trading in the market to the conversion price of the notes. Our common stock is quoted on the Nasdaq National Market under the symbol "RSYS." The closing price as reported on NASDAQ on December 22, 2003 was $16.34 per share. The initial conversion price of the notes is $23.5712 per share of common stock. The market prices of our securities are subject to significant fluctuations in response to the factors set forth above and other factors, many of which are beyond our control. Such fluctuations, as well as economic conditions generally, may adversely affect the market price of our securities, including our common stock and the notes.

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     In addition, the stock market in recent years has experienced extreme price and trading volume fluctuations that often have been unrelated or disproportionate to the operating performance of individual companies. These broad market fluctuations may adversely affect the price of our stock, regardless of our operating performance.

     Because the notes are convertible into shares of our common stock, volatility or depressed prices for our common stock could have a similar effect on the trading price of the notes. Holders who receive common stock on conversion also will be subject to the risk of volatility and depressed prices of our common stock.

     Sales of substantial amounts of shares of our common stock in the public market after the offering, or the perception that those sales may occur, could cause the market price of our common stock to decline. Because the notes are convertible into common stock only at a conversion price in excess of the recent trading price, such a decline in our common stock price may cause the value of the notes to decline.

     Our board of directors may issue our authorized preferred stock without shareholder approval.

     Our articles of incorporation authorize the issuance of up to 10,000,000 shares of preferred stock with rights and preferences that may be determined from time to time by our board of directors. Accordingly, our board of directors may, without shareholder approval, issue one or more series of preferred stock with rights which could adversely affect the voting power or other rights of the holders of outstanding shares of preferred stock or common stock. Although we do not have any current plans to issue any series or shares of preferred stock, we may do so in the future. Because the notes are convertible into shares of our common stock, the actual or potential issuance of preferred stock could result in a decrease in the trading price of the notes.

     The future sales of restricted and other shares may cause dilution to each shareholder's percentage ownership interest and could cause our stock price to decline.

     Sales of a substantial amount of stock in the public market (such as the shares previously registered by us), or the perception that these sales may occur, could result in lower market prices of our common stock. This could also impair our ability to raise additional capital through the sale of other securities. As of September 30, 2003, we had 18,090,165 shares of common stock outstanding. We also have 3,776,165 shares of common stock issuable upon exercise of outstanding stock options, excluding up to an aggregate of 403,995 shares of common stock subject to stock options to be issued on or after March 1, 2004 according to the terms of a shareholder approved stock option exchange program, and 1,287,390 shares of common stock reserved for future issuance under our employee stock purchase plan. Additionally, we have 2,244,061 shares of common stock available for future issuance under our stock option plans, excluding stock options available for future issuance under the shareholder approved stock option exchange program. All of these shares have been registered for sale. The issuance and sale of a significant number of shares of our securities upon the exercise of stock options, or the sales of a substantial number of shares of stock pursuant to Rule 144 or otherwise, could result in a dilution to each shareholder's percentage ownership and could adversely affect the market prices of our securities.

     The notes may not be rated or may receive a lower rating than anticipated.

     We believe it is unlikely that the notes will be rated. However, if one or more rating agencies rates the notes and assigns the notes a rating lower than the rating expected by investors, or reduces their rating in the future, the market price of the notes and our common stock would be adversely affected.

     Oregon corporate law, our articles of incorporation and our bylaws contain provisions that could prevent or discourage a third party from acquiring us even if the change of control would be beneficial to our shareholders.

     Our articles of incorporation and our bylaws contain anti-takeover provisions that could delay or prevent a change of control of our company, even if a change of control would be beneficial to our shareholders. These provisions:

• authorize our board of directors to issue up to 10,000,000 shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without prior shareholder approval to increase the number of outstanding shares and deter or prevent a takeover attempt;

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• establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by shareholders at shareholder meetings;
  
  
• prohibit cumulative voting in the election of directors, which would otherwise allow less than a majority of shareholders to elect director candidates; and
  
  
• limit the ability of shareholders to take action by written consent, thereby effectively requiring all common shareholder actions to be taken at a meeting of our common shareholders.
  

     In addition, provisions of Oregon law condition the voting rights that would otherwise be associated with any shares of our common stock that may be acquired in specified transactions deemed to constitute "control share acquisitions" upon approval by our shareholders (excluding, among other things, the acquirer in any such transaction). Provisions of Oregon law also restrict, subject to specified exceptions, the ability of a person owning 15% or more of our common stock to enter into any "business combination transaction" with us.

     The foregoing provisions of Oregon law and our articles of incorporation and bylaws could limit the price that investors might be willing to pay in the future for shares of our common stock.

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USE OF PROCEEDS

     We will not receive any proceeds from the sale by the selling security holders of the notes or the shares of common stock issuable upon conversion of the notes.

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DESCRIPTION OF THE NOTES

     We issued the notes under an indenture between us and JPMorgan Chase Bank, as trustee. The following summarizes some, but not all, of the provisions of the indenture, the notes and the registration rights agreement relating to the notes and the shares issuable upon conversion of the notes. We urge you to read the indenture and the registration rights agreement because those documents, and not this description, define your rights as a holder of the notes. A copy of each of those documents is available to you upon request.

     In this section of the prospectus entitled "Description of the Notes," when we refer to "RadiSys," "we," "our" or "us," we are referring to RadiSys Corporation and not any of its subsidiaries.

General

     The notes are our general unsecured obligations and rank equally in right of payment with all of our other existing and future unsecured and unsubordinated obligations. The notes are effectively subordinated to all our existing and future secured indebtedness. The notes are not guaranteed by any of our subsidiaries, and, accordingly, the notes are effectively subordinated to the indebtedness and other liabilities of our subsidiaries, including trade creditors. As of September 30, 2003, we had no senior indebtedness and had subordinated indebtedness of $67.5 million. As of September 30, 2003, the only indebtedness of our subsidiaries was secured indebtedness of $6.6 million.

     The notes are convertible into cash, shares of our common stock or a combination of cash and shares, in our sole discretion, as described under "— Conversion Settlement Options" and "— Conversion of Notes" below. The notes are $100,000,000 in aggregate principal amount. The notes are issued only in denominations of $1,000 or in multiples of $1,000. The notes will mature on November 15, 2023, unless earlier converted, redeemed at our option or repurchased by us at your option upon a change of control or on an optional purchase date.

     Neither we nor our subsidiaries are restricted from paying dividends, incurring debt or issuing or repurchasing our securities under the indenture. In addition, there are no financial covenants in the indenture. You are not protected under the indenture in the event of a highly leveraged transaction or a change of control, except to the extent described under "— Purchase of Notes at the Option of Holders Upon a Change of Control" below.

     The notes bear interest at the annual rate of 1 3/8%, which rate may be increased as described in "— Registration Rights" below. Interest will be payable on May 15 and November 15 of each year, beginning May 15, 2004, subject to limited exceptions if the notes are converted, redeemed or purchased prior to an interest payment date. The record dates for the payment of interest will be May 1 and November 1. We may, at our option, pay interest on the notes by check mailed to the holders. However, a holder of an aggregate principal amount of notes in excess of $2.0 million will be paid by wire transfer in immediately available funds upon its election if the holder has provided us with wire transfer instructions at least 10 business days prior to the interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. We will not be required to make any payment on the notes due on any day that is not a business day until the next succeeding business day. The payment made on the next succeeding business day will be treated as though it were paid on the original due date, and no interest will accrue on the payment for the additional period of time.

     We will maintain an office where the notes may be presented for registration, transfer, exchange or conversion. This office will initially be an office or agency of the trustee. Except under limited circumstances described below, the notes will be issued only in fully-registered book-entry form, without coupons, and will be represented by one or more global notes. There will be no service charge for any registration of transfer or exchange of notes. However, we may require holders to pay a sum sufficient to cover any tax or other governmental charge payable in connection with certain transfers or exchanges.

Conversion of Notes

     You will have the right, at your option, to convert your notes, in whole or in part, into shares of our common stock (subject to the conversion settlement options described below), unless previously redeemed or purchased at your option, at any time prior to maturity:

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• if the closing price per share of our common stock on the trading day prior to the conversion date was 120% or more of the then current conversion price of the notes on such trading day;
  
  
• if the notes are called for redemption by us;
  
  
• during the five consecutive business day period following any five consecutive trading-day period in which the average trading price for a note was less than 98% of the product of the closing price of our common stock and the conversion rate (the "trading price condition"), as determined following a request by a holder of notes in accordance with the procedures described below;
  
  
• if we distribute to holders of our common stock certain rights entitling them to purchase common stock at less than the closing price per share of our common stock on the day preceding the declaration for such distribution;
  
  
• if we distribute to holders of our common stock assets, debt, securities or certain rights to purchase our securities, which distribution has a per share value as determined by our board of directors exceeding 10% of the closing price per share of our common stock on the day preceding the declaration for such distribution; or
  
  
• if we become a party to a consolidation, merger or sale of all or substantially all of our assets or a change of control occurs pursuant to which our common stock would be converted into cash, stock or other property unless all of the consideration, excluding cash payments for fractional shares and cash payments made pursuant to dissenters' appraisal rights, in a merger or consolidation otherwise constituting a change of control consists of shares of common stock, depository receipts or other certificates representing common equity interests traded on a national securities exchange or quoted on the Nasdaq National Market, or will be so traded or quoted immediately following such merger or consolidation, and as a result of such merger or consolidation the notes become convertible solely into such common stock, depository receipts or other certificates representing such common equity interests.
  
  

     In the case of the fourth and fifth bullet points above, we must notify holders of notes at least 20 days prior to the ex-dividend date for such distribution. Once we have given such notice, holders may surrender their notes for conversion at any time until the earlier of the close of business on the business day prior to the ex-dividend date or our announcement that such distribution will not take place.

     The initial conversion price is $23.5712 per share (subject to adjustment described below and except in certain circumstances in connection with a conversion based on the trading price condition on or after November 15, 2018), which is equivalent to a conversion rate of approximately 42.4247 shares per $1,000 principal amount of notes. The indenture defines conversion value as the product of the closing price of our shares of common stock on a given day multiplied by the then current conversion rate, which is the number of shares of common stock into which each note is convertible (except in certain circumstances in connection with a conversion based on satisfaction of the trading price condition on or after November 15, 2018).

     Except as described below, we will not make any payment or other adjustment for accrued interest or dividends on any common stock issued upon conversion of the notes. If you submit your notes for conversion between a record date and the opening of business on the next interest payment date (except for notes or portions of notes presented for purchase upon a redemption date, change of control purchase date or optional purchase date, as the case may be, occurring during the period from the close of business on a record date and ending on the opening of business on the first business day after the next interest payment date, or if this interest payment date is not a business day, the second business day after the interest payment date), you must pay funds equal to the interest payable on the principal amount being converted. As a result of the foregoing provisions, if the exception described in the preceding sentence does not apply and you surrender your notes for conversion on a date that is not an interest payment date, you will not receive any interest for the period from the interest payment date next preceding the date of conversion or for any later period.

     If on the date of any conversion that is on or after November 15, 2018 pursuant to the trading price condition, the closing price per share of our common stock on the trading day before the conversion date is greater than 100% but less than 120% of the conversion price, then holders surrendering notes for conversion will receive in lieu of shares of our common stock based on the then applicable conversion rate, an amount in cash or common stock or a combination of cash and common stock, at our option, equal to the principal amount of the notes being converted plus accrued and unpaid interest (including additional amounts, if any), as of the conversion date (a "principal value conversion"). Any common stock delivered upon a principal value conversion will be valued at the greater of the conversion price on the conversion date and the average of the last reported sale price of our common stock for a five trading day period starting the third trading day following the conversion date of the notes.

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     The "trading price" of the notes on any date of determination means the average of the secondary market bid quotations obtained by the trustee for $5.0 million principal amount of the notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers we select; provided that if at least three such bids cannot reasonably be obtained by the trustee, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the trustee, that one bid shall be used. If the trustee cannot reasonably obtain at least one bid for $5.0 million principal amount of notes from an independent nationally recognized securities dealer or in our reasonable judgment, the bid quotations are not indicative of the secondary market value of the notes, then the trading price per $1,000 principal amount of notes will be deemed to be less than 98% of the product of the last reported sale price of our common stock and the number of shares issuable upon conversion of $1,000 principal amount of the notes.

     In connection with any conversion upon satisfaction of the above trading price condition, the trustee (or other conversion agent appointed by us) shall have no obligation to determine the trading price of the notes unless we have requested such determination; and we shall have no obligation to make such request unless a holder provides us with reasonable evidence that the trading price per $1,000 principal amount of notes would be less than 98% of the product of the last reported sale price of our common stock and the number of shares of common stock issuable upon conversion of $1,000 principal amount of the notes. At such time, we shall instruct the trustee or conversion agent, as the case may be, to determine the trading price of the notes beginning on the next trading day and on each successive trading day until, and only until, the trading price per $1,000 principal amount of notes is greater than or equal to 98% of the product of the last reported sale price of our common stock and the number of shares issuable upon conversion of $1,000 principal amount of the notes.

     Upon a surrender of your notes for conversion, we will have the right to deliver, in lieu of shares of our common stock, cash or a combination of cash and shares of common stock in amounts described below under "— Conversion Settlement Options."

     We will not issue fractional shares of common stock upon conversion of notes. Instead, we will pay cash for the fractional amount based upon the closing price of the common stock on the last trading day prior to the date of conversion.

     If the notes are called for redemption or are subject to purchase pursuant to the provisions set forth below under "— Provisional Redemption," "— Optional Redemption," "— Purchase of Notes at the Option of Holders on Certain Dates" or "— Purchase of Notes at the Option of Holders Upon a Change of Control," your conversion rights on the notes called for redemption or so subject to purchase will expire at the close of business on the second business day before the redemption date or purchase date, as the case may be, or such earlier date as the notes are presented for redemption or for purchase, unless we default in the payment of the redemption price or purchase price, in which case, your conversion right will terminate at the close of business on the date the default is cured and the notes are redeemed or purchased. If you have submitted your notes for purchase pursuant to the provisions set forth below under "— Provisional Redemption," "— Optional Redemption," "— Purchase of Notes at the Option of Holders on Certain Dates" or "— Purchase of Notes at the Option of Holders Upon a Change of Control," you may only convert your notes if you withdraw your election in accordance with the indenture.

     The conversion price will be adjusted (without duplication) upon the occurrence of:

(1) the issuance of shares of our common stock as a dividend or distribution on our common stock;

(2) the subdivision, combination or reclassification of our outstanding common stock;

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(3) the issuance to all or substantially all holders of our common stock of rights or warrants entitling them for a period of not more than 60 days to subscribe for or purchase our common stock, or securities convertible into our common stock, at a price per share or a conversion price per share less than the then current market price per share, provided that the conversion price will be readjusted to the extent that such rights or warrants are not exercised prior to their expiration;

(4) the distribution to all or substantially all holders of our common stock of shares of our capital stock, evidences of indebtedness or other non-cash assets, or rights or warrants, excluding:

• dividends, distributions and rights or warrants referred to in clause (1) or (3) above; and
  
  
• distributions of rights to all holders of common stock pursuant to an adoption of a shareholder rights plan;

(5) the dividend or distribution, consisting exclusively of cash, to all or substantially all holders of our common stock; and

(6) the purchase of our common stock pursuant to a tender or exchange offer made by us or any of our subsidiaries for a price per share in excess of 110% of the closing price per share of our common stock on the last date tenders or exchanges may be made pursuant to such tender or exchange offer.

     If we implement a rights plan, we will be required under the indenture to provide that the holders of notes will receive the rights upon conversion of the notes, whether or not these rights were separated from the common stock prior to conversion, subject to certain limited exceptions.

     In the event of:

• any reclassification of our common stock; or
  
  
• a consolidation, merger or combination involving us; or
  
  
• a sale or conveyance to another person of our property and assets as an entirety or substantially as an entirety,

in which holders of our outstanding common stock would be entitled to receive stock, other securities, other property, assets or cash for their common stock, holders of notes will generally be entitled to convert their notes into the same type of consideration received by common shareholders immediately prior to one of these types of events.

     We are permitted to reduce the conversion price of the notes by any amount for a period of at least 20 days if our board of directors determines that such reduction would be in our best interest. We are required to give at least 15 days prior notice of any reduction in the conversion price. We may also reduce the conversion price to avoid or diminish income tax to holders of our common stock in connection with a dividend or distribution of stock or similar event.

     No adjustment in the conversion price will be required unless it would result in a change in the conversion price of at least one percent. Any adjustment not made will be taken into account in subsequent adjustments. Except as stated above, we will not adjust the conversion price for the issuance of our common stock or any securities convertible into or exchangeable for our common stock or the right to purchase our common stock or such convertible or exchangeable securities.

Conversion Settlement Options

     Upon conversion, we will satisfy all of our obligations (the "conversion obligation") by delivering to converting holders (1) shares of our common stock, (2) cash or (3) a combination of cash and shares of our common stock as follows, except as modified above in connection with a principal value conversion:

     (1) Share Settlement. If we elect to satisfy the entire conversion obligation in shares of our common stock, then we will deliver to converting holders a number of shares of our common stock equal to the aggregate principal amount of the notes to be converted divided by the then applicable conversion price.

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     (2) Cash Settlement. If we elect to satisfy the entire conversion obligation in cash, then we will deliver to converting holders cash in an amount equal to the product of (i) a number equal to the aggregate principal amount of notes to be converted by any such holder divided by the then applicable conversion price and (ii) the average of the closing price of our common stock on each trading day during the applicable cash settlement averaging period described below.

     (3) Combined Settlement. If we elect to satisfy a portion of the conversion obligation in cash (the "partial cash amount") and a portion in shares of our common stock, then we will deliver to converting holders such partial cash amount plus a number of shares equal to (a) the cash settlement amount as set forth in clause (2) above minus such partial cash amount divided by (b) the average of the closing price of our common stock on each trading day during the applicable cash settlement averaging period described below.

     Additionally, if we elect to deliver shares to holders, then if on the date you submit your notice of conversion (x) you hold notes that are neither registered under the Securities Act nor immediately freely saleable pursuant to Rule 144(k) under the Securities Act and (y) there exists a registration default as defined under "— Registration Rights," we will deliver to holders an additional number of shares equal to 3% of the number of shares calculated above.

     If we choose to satisfy the conversion obligation by cash settlement or combined settlement, then we will notify holders, through the trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two business days following our receipt of a converting holder's notice of conversion (the "settlement notice period"). Share settlement will apply automatically if we do not notify holders that we have chosen another settlement method.

     If we timely elect cash settlement or combined settlement, then holders may retract their conversion notice at any time during the two business day period beginning on the day after the settlement notice period (the "conversion retraction period"). Holders cannot retract conversion notices (and conversions notices therefore will be irrevocable) if we elect share settlement. If a holder has not retracted its conversion notice, then cash settlement or combined settlement will occur on the first trading day following the applicable "cash settlement averaging period."

     The applicable cash settlement averaging period will be the five trading day period beginning on the first trading day after the conversion retraction period.

     A "trading day," with respect to any security, is each day other than any day on which securities are not generally traded on the principal exchange or market in which such security is traded.

Provisional Redemption

     We may not redeem the notes prior to November 15, 2006. We may redeem some or all of the notes for cash on or after November 15, 2006 and prior to November 15, 2008, at 100% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to but excluding the redemption date if the closing price of our common stock for 20 trading days within a period of 30 consecutive trading days ending on the trading day before the date of mailing of the redemption notice exceeds 130% of the conversion price on such trading day. We will provide not less than 20 nor more than 60 days' notice mailed to each holder of the notes to be redeemed. If the redemption notice is given and the funds deposited as required, then interest will cease to accrue on and after the redemption date on the notes or portions of such notes called for redemption.

Optional Redemption

     On or after November 15, 2008, we may redeem for cash all or a portion of the notes at any time for price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest and additional amounts, if any, to but excluding the redemption date. We will provide not less than 20 nor more than 60 days' notice mailed to each holder of the notes to be redeemed. If the redemption notice is given and the funds deposited as required, then interest will cease to accrue on and after the redemption date on the notes or portions of such notes called for redemption.

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Partial Redemption

     If we decide to redeem fewer than all of the outstanding notes, the trustee will select the notes to be redeemed by lot, or in its discretion, on a pro rata basis in principal amounts of $1,000 or integral multiples of $1,000. If any note is to be redeemed in part only, a new note in principal amount equal to the unredeemed principal portion will be issued. If a portion of your notes is selected for partial redemption and you convert a portion of your notes, the converted portion will be deemed to be part of the portion selected for redemption.

Sinking Fund

     No sinking fund is provided for the notes.

Purchase of Notes at the Option of Holders on Certain Dates

     On November 15, 2008, November 15, 2013 and November 15, 2018 (and if such day is not a business day, on the following business day), you will have the right to require us to purchase, in accordance with the procedures set forth in the indenture, in cash, all or any part of your notes at a purchase price equal to 100% of the principal amount of the notes being purchased, together with accrued and unpaid interest and additional interest, if any, up to but excluding the purchase date. You must deliver written notice of your exercise of this purchase right to the paying agent at any time prior to the close of business on the second business day prior to the optional purchase date. The written notice must specify the notes for which the purchase right is being exercised. If you wish to withdraw this election, you must provide a written notice of withdrawal to the paying agent at any time prior to the close of business on the second business day prior to the optional purchase date.

Purchase of Notes at the Option of Holders Upon a Change of Control

     If a change of control (as defined below) occurs, you will have the right to require us to purchase, in accordance with the procedures set forth in the indenture, in cash all or any part of your notes 30 business days after the occurrence of such change of control at a purchase price equal to 100% of the principal amount of the notes, together with accrued and unpaid interest and additional interest, if any, up to, but excluding, the purchase date. Notes submitted for purchase must be in integral multiples of $1,000 principal amount.

     We will mail to the trustee and to each holder a written notice of the change of control within 10 business days after the occurrence of such change of control. This notice shall state certain specified information, including:

• information about and the terms and conditions of the change of control;
  
  
• information about the holders' right to convert the notes;
  
  
• the holders' right to require us to purchase the notes;
  
  
• the procedures required for exercise of the purchase option upon the change of control; and
  
  
• the name and address of the paying and conversion agents.

     You must deliver written notice of your exercise of this purchase right to the paying agent at any time prior to the close of business on the second business day prior to the change of control purchase date. The written notice must specify the notes for which the purchase right is being exercised. If you wish to withdraw this election, you must provide a written notice of withdrawal to the paying agent at any time prior to the close of business on the second business day prior to the change of control purchase date.

     A "change of control" will be deemed to have occurred if any of the following occurs:

• any "person" or "group" is or becomes the "beneficial owner," directly or indirectly, of shares of our voting stock representing 50% or more of the total voting power of all outstanding classes of our voting stock or has the power, directly or indirectly, to elect a majority of the members of our board of directors;

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• we consolidate with or merge with or into another person or we sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of our assets or any person consolidates with, or merges with or into, us, in any such event other than to one or more of our wholly-owned subsidiaries, other than any such transaction pursuant to which the holders of 50% or more of the total voting power of all shares of our capital stock entitled to vote generally in elections of directors immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after such transaction; or
  
  
• the holders of our capital stock approve any plan or proposal for the liquidation or dissolution of RadiSys (whether or not otherwise in compliance with the indenture).

     However, a change of control will not be deemed to have occurred if either:

• the closing price of our common stock for any five trading days during the 10 trading days immediately preceding the change of control is at least equal to 105% of the conversion price in effect on such day; or
  
  
• in the case of a merger or consolidation, all of the consideration (excluding cash payments for fractional shares and cash payments pursuant to dissenters' appraisal rights) in the merger or consolidation constituting the change of control consists of common stock traded on a United States national securities exchange or quoted on the Nasdaq National Market (or which will be so traded or quoted when issued or exchanged in connection with such change of control) and as a result of such transaction or transactions the notes become convertible solely into such common stock.

     For purposes of this change of control definition:

• "person" or "group" have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term "group" includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision;
  
  
• a "beneficial owner" will be determined in accordance with Rule 13d-3 under the Exchange Act, as in effect on the date of the indenture, except that the number of shares of our voting stock will be deemed to include, in addition to all outstanding shares of our voting stock and unissued shares deemed to be held by the "person" or "group" or other person with respect to which the change of control determination is being made, all unissued shares deemed to be held by all other persons;
  
  
• "beneficially own" and "beneficially owned" have meanings correlative to that of beneficial owner;
  
  
• "unissued shares" means shares of voting stock not outstanding that are subject to options, warrants, rights to purchase or conversion privileges exercisable within 60 days of the date of determination of a change of control; and
  
  
• "voting stock" means any class or classes of capital stock or other interests then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors, managers or trustees.

     The term "all or substantially all" as used in the definition of change of control will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. There may be a degree of uncertainty in interpreting this phrase. As a result, we cannot assure you how a court would interpret this phrase under applicable law if you elect to exercise your rights following the occurrence of a transaction which you believe constitutes a transfer of "all or substantially all" of our assets.

     We will under the indenture:

• comply with the provisions of Rule 13e-4 and Rule 14e-1, if applicable, under the Exchange Act;
  
  
• file a Schedule TO or any successor or similar schedule, if required, under the Exchange Act; and
  
  
• otherwise comply with all federal and state securities laws in connection with any offer by us to purchase the notes upon a change of control.

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     This change of control purchase feature may make more difficult or discourage a takeover of us and the removal of incumbent management. However, we are not aware of any specific effort to accumulate shares of our common stock or to obtain control of us by means of a merger, tender offer, solicitation or otherwise. In addition, the change of control purchase feature is not part of a plan by management to adopt a series of anti-takeover provisions. Instead, the change of control purchase feature is a result of negotiations between us and the initial purchaser.

     We could, in the future, enter into certain transactions, including recapitalizations, that would not constitute a change of control but would increase the amount of debt, including senior indebtedness, outstanding or otherwise adversely affect a holder. Neither we nor our subsidiaries are prohibited from incurring debt, including senior indebtedness, under the indenture. The incurrence of significant amounts of additional debt could adversely affect our ability to service our debt, including the notes.

     Our current credit facility and certain of our debt agreements that we may enter into in the future may prohibit our redemption or repurchase of the notes and provide that a change of control or similar events constitutes an event of default.

     If a change of control were to occur, we may not have sufficient funds to pay the change of control purchase price for the notes tendered by holders. In addition, we may in the future incur debt that has similar change of control provisions that permit holders of that debt to accelerate or require us to repurchase that debt upon the occurrence of events similar to a change of control. Our failure to repurchase the notes upon a change of control will result in an event of default under the indenture.

Events of Default

     Each of the following will constitute an event of default under the indenture:

     (1) we fail to pay principal on any note when due;

     (2) we fail to pay any interest, including any additional interest, if any, on any note when due if such failure continues for 30 days;

     (3) we fail to perform any other covenant required of us in the indenture if such failure continues for 60 days after notice is given in accordance with the indenture;

     (4) we fail to issue cash, shares of our common stock or a combination thereof upon conversion of notes by a holder in accordance with the provisions set forth in the indenture;

     (5) we fail to provide timely notice of your right to require us to purchase your notes upon a change of control;

     (6) we fail to make a payment to purchase notes tendered pursuant to the provisions set forth under "— Provisional Redemption," "— Optional Redemption," "— Purchase of Notes at the Option of Holders on Certain Dates" or "— Purchase of Notes at the Option of Holders Upon a Change of Control;"

     (7) any indebtedness for money borrowed by us or one of our significant subsidiaries in an outstanding principal amount in excess of $10.0 million is not paid at final maturity or upon acceleration and such indebtedness is not discharged or such default in payment or acceleration is not cured or rescinded within 30 days after written notice as provided in the indenture; and

     (8) certain events in bankruptcy, insolvency or reorganization of us or any of our significant subsidiaries.

     If an event of default, other than an event of default described in clause (8) above, occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes may declare the principal amount of the notes to be due and payable immediately. If an event of default described in clause (8) above occurs, the principal amount of the notes will automatically become immediately due and payable. Our obligations under the indenture are not intended to provide creditors' rights in bankruptcy for amounts in excess of par plus accrued and unpaid interest (including additional interest, if any).

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     After any such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the notes may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal, have been cured or waived.

     Subject to the trustee's duties in the case of an event of default, the trustee will not be obligated to exercise any of its rights or powers at the request of the holders, unless the holders have offered to the trustee reasonable indemnity. Subject to the indenture, applicable law and the trustee's indemnification, the holders of a majority in aggregate principal amount of the outstanding notes will have the right to 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 the trustee with respect to the notes.

     No holder will have any right to institute any proceeding under the indenture, or for the appointment of a receiver or a trustee, or for any other remedy under the indenture unless:

• the holder has previously given the trustee written notice of a continuing event of default;
  
  
• the holders of at least a majority in aggregate principal amount of the notes then outstanding have made a written request and have offered reasonable indemnity to the trustee to institute such proceeding as trustee; and
  
  
• the trustee has failed to institute such proceeding within 60 days after such notice, request and offer and has not received from the holders of a majority in aggregate principal amount of the notes then outstanding a direction inconsistent with such request within 60 days after such notice, request and offer.

     However, the above limitations do not apply to a suit instituted by a holder for the enforcement of payment of the principal of or interest on any note on or after the applicable due date or the right to convert the note in accordance with the indenture.

     Generally, the holders of not less than a majority of the aggregate principal amount of outstanding notes may waive any default or event of default unless:

• we fail to pay principal or interest, including additional interest, if any, on any note when due;
  
  
• we fail to convert any note into cash, shares of our common stock or a combination thereof in accordance with the provisions of the note and the indenture; or
  
  
• we fail to comply with any of the provisions of the indenture that would require the consent of the holder of each outstanding note affected.

     We are required to furnish to the trustee, on an annual basis, a statement by our officers as to whether or not we are, to the officers' knowledge, in default in the performance or observance of any of the terms, provisions and conditions of the indenture, specifying any known defaults.

Modification and Waiver

     We and the trustee may amend or supplement the indenture or the notes with the consent of the holders of a majority in aggregate principal amount of the outstanding notes. In addition, the holders of a majority in aggregate principal amount of the outstanding notes may waive our compliance in any instance with any provision of the indenture without notice to the holders of notes. However, no amendment, supplement or waiver may be made without the consent of the holder of each outstanding note if such amendment, supplement or waiver would:

• change the record or payment date or stated maturity date of the principal of, or interest, including additional interest, if any, on, any note;
  
  
• reduce the principal amount of or interest or additional interest, if any, on any note;

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• reduce the amount of principal payable upon acceleration of the maturity of any note or purchase price payable in connection with any redemption, change of control purchase or optional purchase;
  
  
• change the place or currency of payment of principal of, or any interest or additional interest, if any, on, any note;
  
  
• waive a default or event of default in the payment of principal of, or interest or additional interest, if any, on any note;
  
  
• impair the right to institute suit for the enforcement of any payment on, or with respect to, any note;
  
  
• modify the provisions with respect to the purchase right of the holders pursuant to the provisions set forth below under "— Provisional Redemption," "— Optional Redemption," "— Purchase of Notes at the Option of Holders on Certain Dates" or "— Purchase of Notes at the Option of Holders Upon a Change of Control," in any case in a manner adverse to holders;
  
  
• adversely affect the right of holders to convert notes other than as provided in the indenture;
  
  
• reduce the percentage in principal amount of outstanding notes required for modification or amendment of the indenture;
  
  
• reduce the percentage in principal amount of outstanding notes necessary for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults; or
  
  
• modify provisions with respect to modification and waiver (including waiver of events of default), except to increase the percentage required for modification or waiver or to provide for consent of each affected holder of notes.

     We and the trustee may amend or supplement the indenture or the notes without notice to, or the consent of, the holders of notes to, among other things, cure any ambiguity, defect or inconsistency or make any other change that does not adversely affect the rights of any holder of notes.

Consolidation, Merger and Sale of Assets

     We may not consolidate with or merge into any person in a transaction in which we are not the surviving person or convey, transfer or lease our properties and assets substantially as an entirety to any person, unless:

• the successor person, if any, is a corporation organized and existing under the laws of the United States, any state of the United States or the District of Columbia and assumes our obligations on the notes and under the indenture;
  
  
• immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and
  
  
• other conditions specified in the indenture are met.

Registration Rights

     We have entered into a registration rights agreement with the initial purchasers of the notes for the benefit of the holders of the notes. We are filing this shelf registration statement to fulfill our obligations under the registration rights agreement. Pursuant to the agreement, we will, at our expense, use our best efforts to keep the shelf registration statement of which this prospectus constitutes a part effective until the earliest of:

     (1) two years from the date of effectiveness of the shelf registration statement;

     (2) the date when all registrable securities shall have been registered under the Securities Act and disposed of; and

     (3) the date on which all registrable securities held by non-affiliates can be sold to the public pursuant to Rule 144(k) under the Securities Act.

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     We will be permitted to suspend the use of the prospectus that is part of this shelf registration statement for a period not to exceed 60 days in any 100-day period or an aggregate of 100 days in any 12-month period.

     A holder of registrable securities that sells registrable securities pursuant to the shelf registration statement generally will be required to provide information about itself and the specifics of the sale, be named as a selling security holder in the related prospectus, deliver a prospectus to purchasers, be subject to relevant civil liability provisions under the Securities Act in connection with such sales and be bound by the provisions of the registration rights agreements that are applicable to such holder.

     A "registration default" shall occur if:

     (1) on or prior to June 11, 2004, the shelf registration statement has not been declared effective by the SEC;

     (2) we fail, with respect to a holder that supplies the questionnaire described below, to supplement the shelf registration statement in a timely manner as provided in the registration rights agreement in order to name additional selling security holders; or

     (3) after the shelf registration statement has been declared effective, such registration statement ceases to be effective or usable (subject to certain exceptions) in connection with resales of notes and the common stock issuable upon the conversion of the notes in accordance with and during the periods specified in the registration rights agreement.

If a registration default occurs (other than a registration default relating to a failure to have an effective shelf registration statement with respect to the shares of common stock), additional interest will accrue on the notes that are registrable securities in addition to the rate set forth in the title of the notes, from and including the date on which any such registration default occurs to, but excluding, the date on which the registration default has been cured, at the rate of 0.5% per year for the notes for the first 90-day period immediately following the occurrence of such registration default. The additional interest rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum additional interest rate of 2.0% per year. If a holder converts some or all of its notes into common stock when there exists a registration default with respect to the common stock, the holder will not be entitled to receive additional amounts on such common stock, but will receive additional shares upon conversion equal to 3% of the applicable conversion rate for each $1,000 original principal amount of notes (except to the extent we elect to deliver cash upon conversion). In addition, such holder will receive, on the settlement date for any notes submitted for conversion during a registration default, accrued and unpaid additional interest to the conversion date relating to such settlement date. If a registration default with respect to the common stock occurs after a holder has converted its notes into common stock, such holder will not be entitled to any compensation with respect to such common stock.

     We will give notice to all holders who have provided us with the notice and questionnaire of the effectiveness of the shelf registration statement. You are required to deliver a questionnaire prior to the effectiveness of the shelf registration statement so that you can be named as a selling security holder in the prospectus. Upon receipt of a completed questionnaire after the effectiveness of the shelf registration statement, we will use all commercially reasonable efforts to, as promptly as practicable but in no event later than 30 days after receipt of the questionnaire, file any amendments or supplements to the shelf registration statement so that you may use the prospectus, subject to our right to suspend its use under certain circumstances.

     We will pay all expenses incident to our compliance with the registration rights agreement and will provide each holder that is selling registrable securities pursuant to the shelf registration statement copies of the related prospectus. Selling security holders remain responsible for all selling expenses (i.e., commissions and discounts).

Transfer and Exchange

     We have initially appointed the trustee as the security registrar, paying agent and conversion agent, acting through its corporate trust office. We reserve the right to:

• vary or terminate the appointment of the security registrar, paying agent or conversion agent;

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• appoint additional paying agents or conversion agents; or
  
  
• approve any change in the office through which any security registrar or any paying agent or conversion agent acts.

Purchase and Cancellation

     All notes surrendered for payment, redemption, registration of transfer or exchange or conversion shall, if surrendered to any person other than the trustee, be delivered to the trustee. All notes delivered to the trustee shall be cancelled promptly by the trustee. No notes shall be authenticated in exchange for any notes cancelled as provided in the indenture.

     We may, to the extent permitted by law, purchase notes in the open market or by tender offer at any price or by private agreement. Any notes purchased by us may, to the extent permitted by law, be reissued or resold or may, at our option, be surrendered to the trustee for cancellation. Any notes surrendered for cancellation may not be reissued or resold and will be promptly cancelled. Any notes held by us or one of our subsidiaries shall be disregarded for voting purposes in connection with any notice, waiver, consent or direction requiring the vote or concurrence of holders of notes.

Replacement of Notes

     We will replace mutilated, destroyed, stolen or lost notes at your expense upon delivery to the trustee of the mutilated notes, or evidence of the loss, theft or destruction of the notes satisfactory to us and the trustee. In the case of a lost, stolen or destroyed note, indemnity satisfactory to the trustee and us may be required at the expense of the holder of such note before a replacement note will be issued.

Governing Law

     The indenture and the notes will be governed by, and construed in accordance with, the law of the State of New York, without regard to conflicts of laws principles.

Concerning the Trustee

     JPMorgan Chase Bank has agreed to serve as the trustee under the indenture. The trustee will be permitted to deal with us and any of our affiliates with the same rights as if it were not trustee. However, if the trustee acquires any conflicting interest and there exists a default with respect to the notes, the trustee must eliminate such conflict or resign.

     The holders of a majority in principal amount of all outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy or power available to the trustee. However, any such direction may not conflict with any law or the indenture, may not be unduly prejudicial to the rights of another holder or the trustee and may not involve the trustee in personal liability.

Book-Entry, Delivery and Form

     We initially issued the notes in the form of one or more global securities. The global security has been deposited with the trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of a nominee of DTC. Except as set forth below, the global security may be transferred, in whole and not in part, only to DTC or another nominee of DTC. You may hold your beneficial interests in the global security directly through DTC if you have an account with DTC or indirectly through organizations that have accounts with DTC. Notes in definitive certificated form (called "certificated securities") will be issued only in certain limited circumstances described below. Except as described below, owners of interest in the global securities will not have notes registered in their names and will not receive physical delivery of notes in certificated form.

     DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

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• a member of the Federal Reserve System;
  
  
• a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and
  
  
• a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.

     DTC was created to hold securities of institutions that have accounts with DTC (called "participants") and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, which may include the initial purchasers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's book-entry system is also available to others such as banks, brokers, dealers and trust companies (called, "indirect participants") that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.

     We expect that pursuant to procedures established by DTC upon the deposit of the global security with DTC, DTC will credit on its book-entry registration and transfer system the principal amount of notes represented by such global security to the accounts of participants. The accounts to be credited shall be designated by the initial purchasers. Ownership of beneficial interests in the global security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the global security will be shown on, and the transfer of those beneficial interests will be elected only through, records maintained by DTC (with respect to participants' interests), the participants and the indirect participants.

     The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. These limits and laws may impair the ability to transfer or pledge beneficial interests in the global security.

     Owners of beneficial interests in global securities who desire to convert their interests into common stock should contact their brokers or other participants or indirect participants through whom they hold such beneficial interests to obtain information on procedures, including proper forms and cut-off times, for submitting requests for conversion.

     So long as DTC, or its nominee, is the registered owner or holder of a global security, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the global security for all purposes under the indenture and the notes. In addition, no owner of a beneficial interest in a global security will be able to transfer that interest except in accordance with the applicable procedures of DTC. Except as set forth below, as an owner of a beneficial interest in the global security, you will not be entitled to have the notes represented by the global security registered in your name, will not receive or be entitled to receive physical delivery of certificated securities and will not be considered to be the owner or holder of any notes under the global security. We understand that under existing industry practice, if an owner of a beneficial interest in the global security desires to take any action that DTC, as the holder of the global security, is entitled to take, DTC would authorize the participants to take such action, and the participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

     We will make payments of principal of and interest (including any additional interest) on the notes represented by the global security registered in the name of and held by DTC or its nominee to DTC or its nominee, as the case may be, as the registered owner and holder of the global security. Neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in the global security or for maintaining, supervising or reviewing any records relating to such beneficial interests.

     We expect that DTC or its nominee, upon receipt of any payment of principal of or interest (including additional interest) on the global security, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of DTC or its nominee. We also expect that payments by participants or indirect participants to owners of beneficial interests in the global security held through such participants or indirect participants will be governed by standing instructions and customary practices and will be the responsibility of such participants or indirect participants. We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial interests in the global security or for maintaining, supervising or reviewing any records relating to such beneficial interests or for any other aspect of the relationship between DTC and its participants or indirect participants or the relationship between such participants or indirect participants and the owners of beneficial interests in the global security owning through such participants.

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     Transfers between participants in DTC will be elected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

     DTC has advised us that it will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account the DTC interests in the global security is credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if DTC notifies us that it is unwilling to be a depository for the global security or ceases to be a clearing agency or there is an event of default under the notes, DTC will exchange the global security for certificated securities which it will distribute to its participants and which will be legended, if required, as set forth under the heading "Transfer Restrictions."

     Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in the global security among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility or liability for the performance by DTC or the participants or indirect participants of their respective obligations under the rules and procedures governing their respective operations.

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DESCRIPTION OF OTHER INDEBTEDNESS

Short-Term Borrowings

     In the first quarter of 2003, we renewed our line of credit facility, which expires on March 31, 2004, for $20.0 million at an interest rate based upon the lower of the London Inter-Bank Offered Rate plus 1.0% or the bank's prime rate. The line of credit is collateralized by our non-equity investments. The market value of these investments must exceed 125.0% of the borrowed facility amount, and the investments must meet specified investment grade ratings.

     As of September 30, 2003, there was no outstanding balance on the line of credit and we were in compliance with all debt covenants.

Long-Term Liabilities

5.5% Convertible Subordinated Notes Due 2007

     We have convertible subordinated notes that are unsecured obligations convertible into our common stock, and which are subordinated to all of our present and future senior indebtedness. Interest on the subordinated notes accrues at 5.5% per year and is payable semi-annually on February 15 and August 15. The convertible subordinated notes are payable in full in August 2007. The notes are convertible, at the option of the holder, at any time on or before maturity, unless previously redeemed or repurchased, into shares of our common stock at a conversion price of $67.80 per share, which is equal to a conversion rate of 14.7484 shares per $1,000 principal amount of notes. If the closing price of our common stock equals or exceeds 140% of the conversion price for at least 20 trading days within a period of 30 consecutive trading days ending on the trading day before the date on which a notice of redemption is mailed, then we may redeem all or a portion of the notes at our option at a redemption price equal to the principal amount of the notes plus a premium (which declines annually on August 15 of each year), together with accrued and unpaid interest to, but excluding, the redemption date.

     In February 2003, we repurchased $10.3 million of the 5.5% convertible subordinated notes due 2007. We repurchased the notes in the open market for $9.2 million and, as a result, recorded a gain of $825,000. As of September 30, 2003 and December 31, 2002, we had $67.5 million and $77.4 million, respectively, of 5.5% convertible subordinated notes due 2007 outstanding.

Mortgage Payable

     Through a previous acquisition, we assumed a long-term mortgage. The mortgage payable is secured by certain real estate in Des Moines, Iowa. The balance of the mortgage payable as of September 30, 2003 is $6.6 million. In July 2003, we entered into an agreement to sell the Des Moines, Iowa facility. The agreement included three significant contingencies that needed to be resolved before closing and we did not believe the transaction was probable; therefore, the asset was not classified as held for sale. However, because of a possible loss on the transaction as of September 30, 2003, we prepared a probability weighted impairment analysis for this asset held for use. The analysis indicated that, as of September 30, 2003, the net book value of this asset held for use was not impaired.

     Subsequent to September 30, 2003, the three contingencies were resolved. Based on these resolutions subsequent to the end of the third quarter 2003, we now consider the sale to be probable and estimate that the sale will close prior to December 31, 2003. Subject to the closing of the sale, we will be paying the mortgage payable in full. The estimated loss on the sale of this facility is between $2.0 and $2.5 million as a result of prepayment penalties on the mortgage and related transaction costs.

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     The aggregate maturities of long-term debt at September 30, 2003 for each of the five years ending December 31, 2007 are as follows (in thousands):

Years Ending December 31,		5.5% Convertible Subordinated Notes due 2007			Mortgage Payable
2003 (remaining three months)	$	-		$	20
2004		-			88
2005		-			97
2006		-			104
2007		68,748			113
Thereafter		-			6,185
		68,748			6,607
Less: unamortized discount		(1,235	)		-
Less: current portion		-			(85	)
Long-term debt	$	67,513		$	6,522

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DESCRIPTION OF CAPITAL STOCK

     The following description of our capital stock and certain provisions of our restated articles of incorporation and restated bylaws is a summary and is qualified in its entirety by the provisions of our articles of incorporation and bylaws.

     Our authorized capital stock consists of 100,000,000 shares of common stock, no par value per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. No shares of preferred stock are outstanding.

Common Stock

     As of September 30, 2003, there were 18,090,165 shares of our common stock outstanding. Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of our common stock are entitled to:

     Dividends. Holders of our common stock are entitled to receive ratably such dividends on our common stock as may from time to time be declared by our board of directors out of funds legally available therefor.

     Voting. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders, including the election of directors. Cumulative voting for the election of directors is not authorized by our articles of incorporation, which means that the holders of a majority of the shares voted can elect all of the directors then standing for election.

     Preemptive Rights, Conversion and Redemption. Holders of our common stock have no preemptive rights and no right to redeem their common stock or convert their common stock into any other securities.

     Liquidation, Dissolution and Winding-up. Upon our liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation rights of any preferred stock.

Preferred Stock

     Our board of directors is authorized, without further action by our shareholders, to designate and issue up to 10,000,000 shares of preferred stock in one or more series. Our board of directors may fix the rights, preferences and privileges of the shares of each series and any qualifications, limitations or restrictions on these shares.

     Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock.

     The issuance of preferred stock could delay, defer or prevent a change of control of RadiSys. We have no current plans to issue any shares of preferred stock.

Oregon Control Share and Business Combination Statutes

     Oregon law may restrict the ability of our significant shareholders to exercise voting rights. The Oregon Control Share Act generally applies to a person who acquires voting stock of an Oregon corporation in a transaction that results in that person holding more than one-fifth, one-third or one-half of the total voting power of the voting shares of the corporation. If such a transaction occurs, the person cannot vote the shares acquired in the acquisition unless voting rights are restored to those shares by:

• the holders of a majority of the outstanding voting shares of each voting group entitled to vote; and
  
  
• the holders of a majority of the outstanding voting shares, excluding the acquired shares and shares held by the corporation's officers and inside directors.

This law is construed broadly and may apply to both companies and persons acting as a group.

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     The restricted shareholder may, but is not required to, submit to the corporation a statement setting forth information about itself and its plans with respect to the corporation. The statement may request that the corporation call a special meeting of shareholders to determine whether voting rights will be granted to the shares acquired. If a special meeting of shareholders is not requested, the issue of voting rights of the acquired shares will be considered at the next annual or special meeting of shareholders that is held more than 60 days after the date the shares are acquired. If the acquired shares are granted voting rights and they represent a majority of all voting power, shareholders who do not vote in favor of granting voting rights will be entitled to dissent and will have the right to receive the fair value of their shares if the shareholders follow the provisions of Oregon's dissenters' rights statute. The fair value will, at a minimum, be equal to the highest price paid per share by the person for the shares acquired in the transaction subject to this law.

     We are also subject to provisions of Oregon law that govern business combinations between corporations and interested shareholders. The Oregon Business Combination Act generally prohibits a corporation from entering into a business combination transaction with a person, or an affiliate of that person, for a period of three years following the date the person acquires 15% or more of the voting stock of the corporation. For the purposes of this law, the prohibition generally applies to the following business combination transactions:

• a merger or plan of share exchange,
  
  
• any sale, lease, mortgage or other disposition of 10% or more of the assets of the corporation, and
  
  
• transactions that result in the issuance of capital stock of the corporation to the 15% shareholder.

     However, the general prohibition does not apply if:

• the 15% shareholder, as a result of the transaction in which the person became a 15% shareholder, owns at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding shares owned by directors who are also officers, and certain employee benefit plans),
  
  
• the board of directors approves the share acquisition or business combination before the shareholder acquired 15% or more of the corporation's outstanding voting stock, or
  
  
• the board of directors and the holders of at least 66 2/3% of the outstanding voting stock of the corporation, excluding shares owned by the 15% shareholder, approve the transaction on or after the date the shareholder acquires 15% or more of the corporation's voting stock.

     Advance Notice Provisions. Our bylaws establish advance notice procedures for shareholder proposals and nominations of candidates for election as directors other than nominations made by or at the direction of our board of directors or a committee of our board.

     Special Meeting Requirements. Our bylaws require that special meetings of shareholders be called at the request of our board of directors.

     Cumulative Voting. Neither our articles of incorporation nor our bylaws provide for cumulative voting in the election of directors.

     These provisions may deter a hostile takeover or delay a change of control or management of RadiSys.

Transfer Agent and Registrar

     The transfer agent and registrar for our common stock is Mellon Shareholder Services, L.L.C.

Nasdaq Stock Market Quotation

     Our common stock is traded on the Nasdaq National Market under the symbol "RSYS."

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The following is a general discussion of certain U.S. federal income tax considerations relevant to holders of the notes and the common stock into which the notes may be converted. This discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations, Internal Revenue Service ("IRS") rulings and judicial decisions now in effect, all of which are subject to change (possibly, with retroactive effect) or different interpretations. There can be no assurance that the IRS will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax consequences of acquiring or holding the notes or common stock. This discussion does not purport to deal with all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of the holder's circumstances (for example, persons subject to the alternative minimum tax provisions of the Code or a holder whose "functional currency" is not the U.S. dollar). Also, it is not intended to be wholly applicable to all categories of investors, some of which (such as dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting, banks, thrifts, regulated investment companies, insurance companies, tax-exempt organizations and persons holding notes or common stock as part of a hedging or conversion transaction or straddle or persons deemed to sell notes or common stock under the constructive sale provisions of the Code) may be subject to special rules. The discussion also does not discuss any aspect of state, local or foreign law or U.S. federal estate and gift tax law as applicable to the holders of the notes and common stock into which the notes may be converted. In addition, this discussion is limited to initial purchasers of notes who acquire the notes at their original issue price within the meaning of Section 1273 of the Code and who will hold the notes and common stock as "capital assets" within the meaning of Section 1221 of the Code (generally, for investment).

     This summary also assumes that the IRS will respect the classification of the notes as indebtedness for U.S. federal income tax purposes.

     All prospective purchasers of the notes are advised to consult their own tax advisors regarding the federal, state, local and foreign tax consequences of the purchase, ownership and disposition of the notes and the common stock in their particular situations.

     As used herein, the term "U.S. Holder" means a beneficial holder of a note or common stock that for U.S. federal income tax purposes is (i) a citizen or resident (as defined in Section 7701(b) of the Code) of the United States (unless such person is not treated as a resident of the United States under an applicable income tax treaty), (ii) a corporation or an entity treated as a corporation, formed under the laws of the United States or any state thereof (including the District of Columbia), (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source and (iv) in general, a trust subject to the primary supervision of a court within the United States and the control of a United States person as described in Section 7701(a)(30) of the Code. A "Non-U.S. Holder" means a beneficial owner of a note or common stock that is, for U.S. federal income tax purposes, a non-resident alien or a corporation, trust or estate that is not a U.S. Holder.

     This discussion does not consider the federal income tax consequences of the holding or the disposition of the notes or the common stock by a partnership. If a partnership (including for this purpose any entity, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of the notes or common stock into which the notes may be converted, the U.S. federal income tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A holder of the notes or common stock into which the notes may be converted that is a partnership, and partners in such partnership, should consult their individual tax advisors about the U.S. federal income tax consequences of holding and disposing of the notes and common stock into which the notes may be converted.

U.S. Holders

Interest

     Interest on the notes will be taxed to a U.S. Holder as ordinary interest income at the time it accrues or is received, in accordance with the U.S. Holder's regular method of accounting for federal income tax purposes.

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Additional Interest

     In certain circumstances, we may be obligated to pay additional interest on the notes (as described above under "Description of the Notes — Registration Rights"). This obligation may implicate the provisions of Treasury regulations relating to "contingent payment debt instruments." We intend to take the position that the contingency that such payments will be made is remote or incidental (within the meaning of applicable Treasury regulations) and therefore that the notes are not subject to the rules governing contingent payment debt instruments. Under our position, payments of additional interest will be taxable to a U.S. Holder as additional ordinary income when received or accrued, according to such U.S. Holder's method of accounting for U.S. federal income tax purposes. If our position were found to be incorrect and the notes were deemed to be contingent payment debt instruments, a U.S. Holder might, among other things, be required to treat any gain recognized on the sale or other disposition of a note as ordinary income rather than capital gain and might be required to report additional interest as income when it accrues or becomes fixed, even if such U.S. Holder is a cash method taxpayer.

Conversion of Notes into Common Stock

     A U.S. Holder generally will not recognize any income, gain or loss upon conversion of a note into common stock except with respect to cash received in lieu of a fractional share of common stock. Cash received in lieu of a fractional share of common stock should generally be treated as a payment in exchange for such fractional share rather than as a dividend. Gain or loss recognized on the receipt of cash paid in lieu of such fractional share generally will equal the difference between the amount of cash received and the amount of tax basis allocable to the fractional share. The adjusted basis of shares of common stock received on conversion will generally equal the adjusted basis of the note converted (reduced by the portion of adjusted basis allocated to any fractional share of common stock exchanged for cash). The holding period of such common stock received on conversion will generally include the period during which the converted notes were held prior to conversion.

     The conversion price of the notes is subject to adjustment under certain circumstances. Section 305 of the Code and the Treasury regulations issued thereunder may treat the holders of the notes as having received a constructive distribution, resulting in ordinary income (subject to a possible dividends-received deduction in the case of corporate holders and qualified dividend income treatment in the case of individual holders, discussed below) to the extent of our current and accumulated earnings and profits. This will occur if and to the extent that certain adjustments in the conversion price, which may occur in limited circumstances (particularly an adjustment to reflect a taxable dividend to holders of common stock), increase the proportionate interest of a holder of notes in the fully diluted common stock, whether or not such holder ever exercises its conversion privilege. In the case of such constructive dividend distribution, U.S. Holders may recognize income even though they do not receive any cash or property as a result of such adjustments. Adjustments to the conversion price made pursuant to a bona fide, reasonable adjustment formula which has the effect of preventing dilution of the interests of the holders of the notes, however, will generally not be considered to result in a constructive dividend distribution.

Conversion of Notes into Cash or Common Stock and Cash

     In contrast to a conversion of a note into shares of common stock, a conversion into cash or a combination of common stock and cash will cause a U.S. Holder to recognize gain for U.S. federal income tax purposes. Because we, and not the holders, can choose the type and mix of consideration to deliver upon conversion, such gain recognition will not be within the control of the U.S. Holder. However, in any case in which we elect to deliver cash (other than cash in lieu of fractional common shares) upon conversion, holders may retract their conversion notices within the conversion retraction period. See "Description of the Notes — Conversion Settlement Options."

     If a U.S. Holder converts a note and we deliver solely cash, the transaction will be treated for U.S. federal income tax purposes as a redemption of the note, having the consequences for the holder described below under "— Sale, Exchange, Redemption or Retirement of the Notes."

     If a U.S. Holder converts a note and we deliver a combination of common stock and cash, and such cash is not merely received in lieu of a fractional share of common stock, the tax treatment to the holder is uncertain. For U.S. federal income tax purposes, the transaction will be treated as an exchange of the note for a combination of cash and common stock. Assuming the note is a "security" for U.S. federal income tax purposes, which is likely, a holder will be required to recognize the gain (but not loss) realized on this exchange in an amount equal to the lesser of (i) the gain realized (being the excess, if any, of the fair market value of the common stock received plus the cash received over the adjusted tax basis in the note exchanged therefor) and (ii) the cash received. Such gain generally will be long-term capital gain if the holder held the note for more than one year at the time of the exchange. See "— Sale, Exchange, Redemption or Retirement of the Notes," below. The holder's adjusted tax basis in the common stock received will generally equal the adjusted tax basis in the note exchanged, decreased by the cash received and increased by the amount of gain recognized. The holder's holding period in the common stock received upon exchange of the notes will include the holding period of the note so exchanged.

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     Alternatively, the cash payment might be treated as the proceeds from the redemption of a portion of the note and taxed in the manner described under "U.S. Holders — Sale, Exchange, Redemption or Retirement of the Notes," below. In such case, the holder's basis in the note would be allocated pro rata between the common stock received and the portion of the note that is treated as redeemed for cash. The holding period for the common stock received in the conversion would include the holding period for the note.

     U.S. Holders should consult their tax advisors regarding the proper treatment to them of the receipt of a combination of cash and common stock upon a conversion.

Sale, Exchange, Redemption or Retirement of the Notes

     Each U.S. Holder generally will recognize gain or loss upon the sale, exchange (other than by exercise of the conversion privilege), redemption, retirement or other disposition of notes, measured by the difference (if any) between (i) the amount of cash and the fair market value of any property received on the sale, exchange or other disposition (except to the extent such amount is attributable to accrued interest income not previously included in income, which will be taxable as ordinary income) and (ii) such holder's adjusted tax basis in the notes. A U.S. Holder's adjusted tax basis in a note generally will equal the cost of the note to such holder less any principal payments received by such holder. Gain or loss realized on the sale, exchange, retirement or other disposition of a note generally will be long-term capital gain or loss if at the time of the disposition the note has been held for more than one year. For individuals, the excess of net long-term capital gains over net short-term capital losses generally is taxed at a lower rate than ordinary income (generally 15% for most gains recognized for taxable years ending on or after May 6, 2003 and in taxable years beginning on or before December 31, 2008). The distinction between capital gain or loss and ordinary income or loss is also relevant for purposes of, among other things, limitations on the deductibility of capital losses.

The Common Stock

     Distributions, if any, paid on the common stock, to the extent made from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will be included in a U.S. Holder's income as ordinary dividend income, which may qualify for a dividends-received deduction (in the case of corporate holders) or as qualified dividend income (in the case of individual holders). Distributions in excess of our current and accumulated earnings and profits will be treated first as a tax-free return of the U.S. Holder's investment, up to the U.S. Holder's adjusted tax basis in the common stock, and, thereafter, as capital gain from the sale or exchange of such common stock.

     Qualified dividend income received in taxable years beginning after December 31, 2002 and on or before December 31, 2008 is subject to tax at the rates applicable to adjusted net capital gain. Qualified dividend income does not include dividends received on stock with respect to which the U.S. Holder has not met a minimum holding-period requirement or to the extent the U.S. Holder is obligated to make related payments with respect to substantially similar or related property (e.g., in a short sale of such stock). The availability of the dividends received deduction is similarly limited.

     Gain or loss realized on the sale or exchange of common stock will equal the difference between the amount of cash and the fair market value of any property received upon such sale or exchange and the U.S. Holder's adjusted tax basis in such common stock. Such gain or loss will generally be long-term capital gain or loss if the holder has held the common stock for more than one year.

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     Long-term capital gains recognized by certain non-corporate U.S. Holders, including individuals, will generally be subject to a reduced rate of U.S. federal income tax, as discussed above under "— Sale, Exchange, Redemption or Retirement of Notes." A U.S. Holder's adjusted tax basis and holding period in common stock received upon a conversion of a note are determined as discussed above under "— Conversion of Notes into Common Stock." The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

     The following discussion is limited to the U.S. federal income tax consequences relevant to a Non-U.S. Holder (as defined above). For purposes of this discussion, interest, dividends and gain on the sale, exchange or other disposition of a note or common stock will be considered to be "U.S. trade or business income" if such income or gain is (i) effectively connected with the conduct of a U.S. trade or business or (ii) in the case of a Non-U.S. Holder eligible for the benefits of an applicable income tax treaty, attributable to a permanent establishment (or, in the case of an individual, a fixed base) in the United States. This discussion assumes that payments of additional interest on the notes will constitute payments of interest for U.S. federal income tax purposes and that the notes are not contingent payment debt instruments for U.S. federal income tax purposes by reason of the payment of additional interest. See "U.S. Holders — Additional Interest." This discussion does not consider the U.S. federal income tax consequences of any payment of additional interest with respect to notes that have been converted into common stock.

Interest

     Generally any interest paid to a Non-U.S. Holder of a note that is not U.S. trade or business income will not be subject to U.S. federal income tax if the interest qualifies as "portfolio interest." Generally interest on the notes will qualify as portfolio interest if (i) the Non-U.S. Holder does not actually or constructively own 10% or more of the total voting power of all of our voting stock and is not a "controlled foreign corporation" with respect to which we are directly or indirectly a "related person" within the meaning of the applicable provisions of the Code and (ii) the withholding agent receives a qualifying statement that the owner is not a U.S. person and does not have actual knowledge or reason to know otherwise. To satisfy the qualifying statement requirements referred to in (ii) above, the beneficial owner of a note must provide a properly executed IRS Form W-8BEN (or appropriate substitute form) prior to payment of interest.

     The gross amount of payments of interest to a Non-U.S. Holder that do not qualify for the portfolio interest exception and that are not U.S. trade or business income will be subject to U.S. federal income tax at the rate of 30%, unless an income tax treaty applies to reduce or eliminate withholding. U.S. trade or business income will be taxed at regular U.S. federal income tax rates, rather than being subject to withholding at the 30% or treaty reduced gross rate. In the case of a Non-U.S. Holder that is a corporation, such U.S. trade or business income may also be subject to the branch profits tax (which is generally imposed on a foreign corporation on the actual or deemed repatriation from the United States of earnings and profits attributable to U.S. trade or business income) at a 30% (or, if applicable, treaty-reduced) rate. To claim the benefit of a tax treaty or to claim exemption from withholding because the income is U.S. trade or business income, the Non-U.S. Holder must provide a properly executed IRS Form W-8BEN or W-8ECI, as applicable, prior to the payment of interest. In addition, a Non-U.S. Holder may under certain circumstances be required to obtain a U.S. taxpayer identification number and make certain certifications to us. Special procedures are provided for payments through qualified intermediaries. A Non-U.S. Holder of a note that is eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of amounts withheld at a higher rate by filing an appropriate claim for a refund with the IRS.

Dividends

     In general, dividends, if any, paid to a Non-U.S. Holder of common stock (and any deemed distributions resulting from certain adjustments, or failures to make certain adjustments, to the conversion price of the notes, see "— U.S. Holders — Conversion of Notes into Common Stock" above) will be subject to withholding of U.S. federal income tax at a 30% rate unless such rate is reduced by an applicable income tax treaty. Dividends that are U.S. trade or business income are generally subject to U.S. federal income tax at regular income tax rates, but are not generally subject to the 30% withholding tax or treaty-reduced rate if the Non-U.S. Holder files a properly executed IRS Form W-8ECI (or appropriate substitute form), as applicable, with the payor. Any U.S. trade or business income received by a Non-U.S. Holder that is a corporation may also, under certain circumstances, be subject to the branch profits tax described above. A Non-U.S. Holder of common stock who wishes to claim the benefit of an applicable treaty rate for dividends must provide a properly executed IRS Form W-8BEN (or appropriate substitute form), as applicable. In addition, a Non-U.S. Holder may under certain circumstances be required to obtain a U.S. taxpayer identification number and make certain certifications to us. Special procedures are provided for payments through qualified intermediaries. A Non-U.S. Holder of common stock that is eligible for a reduced rate of U.S. withholding tax pursuant to an income treaty may obtain a refund of amounts withheld at a higher rate by filing an appropriate claim for a refund with the IRS.

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Conversion

     A Non-U.S. Holder generally will not be subject to U.S. federal income tax on the conversion of notes into common stock. However, cash received if a Non-U.S. Holder converts a note and receives cash or a combination of common stock and cash (see "Description of the Notes-Conversion Settlement Options"), and cash received in lieu of a fractional share, may give rise to gain subject to the rules described under "— Sale, Exchange, Redemption or Retirement of Notes or Common Stock" below.

Sale, Exchange, Redemption or Retirement of Notes or Common Stock

     Subject to the discussion concerning backup withholding, any gain realized by a Non-U.S. Holder on the sale, exchange, redemption, retirement or other disposition of a note or common stock generally will not be subject to U.S. federal income tax, unless (i) such gain is U.S. trade or business income, (ii) subject to certain exceptions, the Non-U.S. Holder is an individual who holds the note or common stock as a capital asset and is present in the United States for 183 days or more in the taxable year of the disposition, (iii) the Non-U.S. Holder is subject to tax pursuant to the provisions of U.S. tax law applicable to certain U.S. expatriates (including certain former citizens or residents of the United States) or (iv) we are a "United States real property holding corporation" within the meaning of Section 897 of the Code. We do not believe that we are currently a U.S. real property holding corporation within the meaning of Section 897 of the Code or that we will become one in the future. Even if we were, or were to become, a U.S. real property holding corporation, no adverse tax consequences would apply to a Non-U.S. Holder if it holds, directly and indirectly, at all times during the applicable period, five percent or less of our common stock, provided that our common stock was regularly traded on an established securities market.

Backup Withholding and Information Reporting

     The Code and the Treasury regulations require those who make specified payments to report the payments to the IRS. Among the specified payments are interest, dividends and proceeds paid by brokers to their customers. The required information returns enable the IRS to determine whether the recipient properly included the payments in income. This reporting regime is reinforced by "backup withholding" rules. These rules require the payors to withhold tax at the rate of 28 percent from payments subject to information reporting if the recipient fails to provide his taxpayer identification number to the payor, furnishes an incorrect identification number or repeatedly fails to report interest or dividends on his U.S. federal income tax returns. The information reporting and backup withholding rules do not apply to payments to corporations, whether domestic or foreign.

     Payments of interest or dividends to individual U.S. Holders of notes or common stock will generally be subject to information reporting and will be subject to backup withholding unless the holder provides us or our paying agent with a correct taxpayer identification number and complies with certain certification procedures.

     Backup withholding will not apply to payments of interest or dividends to a Non-U.S. Holder who certifies his non-U.S. status by providing an IRS Form W-8BEN or other appropriate form to us or our paying agent. Information reporting will generally apply to payments of interest and dividends to such holder.

     Payments made to U.S. Holders by a broker upon a sale of notes or common stock will generally be subject to information reporting and backup withholding. If, however, the sale is made through a foreign office of a U.S. broker, the sale will generally be subject to information reporting but not backup withholding. If the sale is made through a foreign office of a foreign broker, the sale will generally not be subject to either information reporting or backup withholding. This exception may not apply, however, if the foreign broker is owned or controlled by U.S. persons or is engaged in a U.S. trade or business.

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     Payments made to a Non-U.S. Holder upon a sale of notes or common stock to or through the U.S. office of any broker, domestic or foreign, will be subject to information reporting and backup withholding unless such Non-U.S. Holder certifies as to its non-U.S. status under penalties of perjury or otherwise establishes an exemption, provided that the broker does not have actual knowledge that such Non-U.S. Holder is a U.S. person or that the conditions of an exemption are not, in fact, satisfied.

     Payments made to a Non-U.S. Holder upon a sale of notes or common stock to or through a foreign office of a U.S. broker will be subject to information reporting, but not backup withholding, unless such broker has documentary evidence in its files that such Non-U.S. Holder is not a U.S. person and the broker has no knowledge to the contrary or such holder otherwise establishes an exemption. If the sale is made through a foreign office of a foreign broker, the sale will generally not be subject to either information reporting or backup withholding. This exemption may not apply, however, it the foreign broker is owned or controlled by U.S. persons or engaged in a U.S. trade or business.

     Copies of any information returns filed with the IRS may be made available by the IRS, under the provisions of a specific treaty or agreement, to the taxing authorities of the country in which a Non-U.S. Holder resides.

     Any amounts withheld from a payment to a holder of notes or common stock under the backup withholding rules can be credited against any U.S. federal income tax liability of the holder and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

     The preceding discussion of certain U.S. federal income tax consequences is for general information only and is not tax advice. Accordingly, each prospective investor should consult its own tax adviser as to particular tax consequences to it of purchasing, holding and disposing of the notes and the common stock, including the applicability and effect of any state, local or foreign tax laws and of any proposed changes in applicable laws.

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SELLING SECURITY HOLDERS

     We originally issued the notes offered by the selling security holders hereby in a private placement in November 2003. The initial purchasers of the notes resold them to persons they reasonably believed to be "qualified institutional buyers," as defined in Rule 144A under the Securities Act, in transactions exempt from the registration requirements of the Securities Act. The selling security holders, which term as used in the prospectus includes the initial purchasers' transferees, pledges, donees or their successors, may from time to time offer and sell pursuant to this prospectus any or all of the notes and common stock issued upon conversion of the notes.

     The following table sets forth information, unless otherwise noted, as of December __, 2003, with respect to the selling security holders and the respective principal amounts of notes and common stock that each selling security holder beneficially owns that may be offered pursuant to this prospectus. Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to the securities. We have obtained this information from the selling security holders. Unless otherwise indicated, none of the selling security holders has, or within the past three years has had, any position, office or other material relationship with us or any of our predecessors or affiliates. Because the selling security holders may offer all or some portion of the notes or the common stock issuable upon conversion of the notes pursuant to this prospectus, no estimate can be given to us as to the amount of the notes or the common stock issuable upon conversion of the notes that will be held by the selling security holders upon termination of any particular offering. In addition, the selling security holders identified below may have sold, transferred or otherwise disposed of all or a portion of their notes since the date on which they provided the information regarding their notes in transactions exempt from the registration requirements of the Securities Act. Information concerning the selling security holders may change from time to time and, if necessary, we will supplement this prospectus accordingly.

     The number of shares of common stock shown in the table set forth below assumes the conversion of the full amount of the notes held by such holder at the initial conversion rate of 42.4247 shares per $1,000 principal amount of the notes. This conversion rate is subject to adjustment as described under "Description of Notes — Conversion of Notes." Accordingly, the number of shares of common stock may increase or decrease from time to time. Under the terms of the indenture, fractional shares will not be issued upon conversion of the notes. Cash will be paid instead of fractional shares, if any.

	Principal Amount of Notes		Number of Shares of Common Stock
Selling Security holder(1)	Beneficially Owned and Offered Hereby(1)	Percentage of Notes Outstanding	Common Stock Beneficially Owned Prior to Conversion(1)(2)	Common Stock Offered Hereby	Common Stock Beneficially Owned Following the Offering(3)
[      ]	[      ]	[      ]	[      ]	[      ]	[      ]

* Less than 1.0%

(1) Information concerning the selling security holders may change from time to time. Any such changed information will be set forth in supplements to this prospectus, if and when required.

(2) Assumes conversion at the initial conversion rate of 42.4247 shares per $1,000 principal amount of the notes. This conversion rate is subject to adjustment as described under "Description of Notes — Conversion of the Notes." Accordingly, the number of shares of common stock beneficially owned by a selling security holder may increase or decrease from time to time. Under the terms of the indenture, fractional shares will not be issued upon conversion of the notes. Cash will be paid instead of fractional shares, if any.

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(3) Assumes sale, transfer or other disposition of all common stock issuable upon conversion of the notes.

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PLAN OF DISTRIBUTION

     We are registering for resale the notes and the shares of common stock issuable upon conversion of the notes on behalf of the selling security holders, a list of whom is set forth in this prospectus under "Selling Security Holders," or pledgees, donees, transferees or other successors in interest that receive those shares as a gift, partnership distribution or other non-sale related transfer, referred to in this prospectus as the selling security holders. We will receive no proceeds from this offering.

     The selling security holders may sell the notes or shares of common stock issuable upon conversion of the notes from time to time, if at all, as follows:

• to or through underwriters, brokers or dealers;
  
  
• directly to one or more other purchasers;
  
  
• through agents on a best-efforts basis; or
  
  
• otherwise through a combination of any of these methods of sale.

     If a selling security holder sells notes or shares of common stock issuable upon conversion of the notes through underwriters, dealers, brokers or agents, those underwriters, dealers, brokers or agents may receive compensation in the form of discounts, concessions or commissions from the selling security holder and/or the purchasers of the notes or shares of common stock issuable upon conversion of the notes.

     The notes and shares of common stock issuable upon conversion of the notes may be sold from time to time:

• in one or more transactions at a fixed price or prices, which may be changed;
  
  
• at market prices prevailing at the time of sale;
  
  
• at prices related to prevailing market prices;
  
  
• at varying prices determined at the time of sale; or
  
  
• at negotiated prices.

     These sales may be effected in transactions:

• on any national securities exchange or quotation service on which the notes or our common stock may be listed or quoted at the time of sale;
  
  
• in the over-the-counter market;
  
  
• in block transactions in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade;
  
  
• in transactions otherwise than on exchanges or services or in the over-the-counter market;
  
  
• through the writing of options; or
  
  
• through other types of transactions

     In connection with sales of the notes or common stock issuable upon conversion of the notes or otherwise, the selling security holders may enter into hedging transactions with brokers-dealers or others, who may in turn engage in short sales of the notes or common stock issuable upon conversion of the notes in the course of hedging the positions they assume. The selling security holders may pledge or grant a security interest in some or all of the notes or common stock issuable upon conversion of the notes and, if it defaults in the performance of its secured obligations, the pledges or secured parties may offer and sell the notes or common stock issuable upon conversion of the notes from time to time pursuant to this prospectus. The selling security holders also may transfer and donate notes or shares of common stock issuable upon conversion of the notes in other circumstances in which case the transferees, donees, pledges or other successors in interest will be the selling security holders for purposes of this prospectus. The selling security holders may sell short our common stock and may deliver this prospectus in connection with short sales and use the shares of common stock covered by the prospectus to cover short sales. In addition, any securities covered by this prospectus that qualify for sale pursuant to Rule 144 or any other available exemption from registration under the Securities Act may be sold under Rule 144 or another available exemption.

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     Our common stock trades on the Nasdaq National Market under the symbol "RSYS." Although the notes are eligible for trading in the PORTAL market, we do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation system. Accordingly, no assurance can be given as to the development of liquidity or any trading market for the notes. See "Risk Factors — Risks Related to the Notes and our Common Stock."

     At the time a particular offering of notes or shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents, if any, and any discounts, commissions or concessions allowed or reallowed to be paid to brokers or dealers. To our knowledge, there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares offered hereby.

     Selling security holders and any underwriters, dealers, brokers or agents who participate in the distribution of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act and any profits on the sale of the shares of common stock by them and any discounts, commissions or concessions received by any underwriters, dealers, brokers or agents may be deemed to be underwriting discounts and commissions under the Securities Act.

     The selling security holders and any other person participating in such distribution will also be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the notes and the common stock issuable upon conversion of the notes by the selling security holders and any other such person. In addition, Regulation M of the Exchange Act may restrict the ability of any person engaged in the distribution of the notes and the common stock issuable upon conversion of the notes to engage in market-making activities with respect to the particular notes and the common stock issuable upon conversion of the notes being distributed for a period of up to five business days prior to the commencement of such distribution. This may affect the marketability of the notes and the common stock issuable upon conversion of the notes and the ability of any person or entity to engage in market-making activities with respect to the notes and the common stock issuable upon conversion of the notes.

     The selling security holders will be responsible for any fees, disbursements and expenses of any counsel for the selling security holders. All other expenses incurred in connection with the registration of the shares, including printer's and accounting fees and the fees, disbursements and expenses of our counsel will be borne by us. Commissions and discounts, if any, attributable to the sales of the notes and shares of common stock will be borne by the selling security holders. The selling security holders may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the notes and shares of common stock against certain liabilities, including liabilities arising under the Securities Act.

     We and the selling security holders will be indemnified by the other against liabilities under the Securities Act or will be entitled to contribution in connection with these liabilities.

     We have undertaken to keep the shelf registration statement of which this prospectus constitutes a part effective until the earliest of (1) two years from the date of effectiveness of the shelf registration statement; (2) the date when all registrable securities shall have been registered under the Securities Act and disposed of, and (3) the date on which all registrable securities held by non-affiliates can be sold to the public pursuant to Rule 144(k) under the Securities Act. After this period, if we choose not to maintain the effectiveness of the shelf registration statement of which this prospectus constitutes a part, the securities offered hereby may not be sold, pledged, transferred or assigned, except in a transaction which is exempt under the provisions of the Securities Act.

40

LEGAL MATTERS

     The validity of the notes and shares of common stock issued upon conversion of the notes will be passed upon for us by Baker & McKenzie, Dallas, Texas.

EXPERTS

     The financial statements incorporated in this Prospectus by reference to RadiSys Corporation's Current Report on Form 8-K dated December 23, 2003 and the financial statement schedule incorporated in this Prospectus by reference to the Annual Report on Form 10-K of RadiSys Corporation for the year ended December 31, 2002 have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

41

WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy this information at the SEC's Public Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site at http://www.sec.gov that contains reports, proxy statements and other information regarding companies, such as RadiSys, that file electronically with the SEC. You can also inspect reports, proxy statements and other information about us at the offices of the National Association of Securities Dealers, Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     We incorporate information into this prospectus by reference, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any such information superseded by information contained in later-filed documents or directly in this prospectus. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition.

RadiSys SEC Filings (File No. 000-26844)	Period/Date Filed
Annual Report on Form 10-K (including the portions of our Proxy Statement for our 2003 Annual Meeting of Shareholders incorporated by reference therein)	Year ended December 31, 2002
Quarterly Report on Form 10-Q	Quarter ended March 31, 2003
Quarterly Report on Form 10-Q	Quarter ended June 30, 2003
Quarterly Report on Form 10-Q	Quarter ended September 30, 2003
Current Report on Form 8-K	December 23, 2003
Current Report on Form 8-K	November 19, 2003
Current Report on Form 8-K	November 14, 2003
Current Report on Form 8-K	November 14, 2003
Current Report on Form 8-K	November 13, 2003
Description of our common stock as set forth in our Registration Statement on Form 8-A	September 25, 1995

     All documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus to the end of the offering of the notes and the common stock issuable upon conversion of the notes under this prospectus shall also be deemed to be incorporated in this prospectus by reference, other than any information furnished under either Item 9 or Item 12 of any Current Report on Form 8-K.

42

     You may request a copy of these filings at no cost by writing or calling us at the following address or telephone number:

RadiSys Corporation
5445 N.E. Dawson Creek Drive
Hillsboro, Oregon 97124
Attention: Treasurer
(503) 615-1100

     Exhibits to the filings will not be sent unless those exhibits have specifically been incorporated by reference into this document. These filings are also available free of charge through our Internet web site, at http://www.radisys.com.

43

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

     The following table sets forth the fees and expenses in connection with the issuance and distribution of the securities being registered hereunder. Except for the SEC registration fee, all amounts are estimates.

SEC Registration Fee	$	8,090
Legal Fees and Expenses		25,000
Accounting Fees and Expenses		2,500
Printing Expenses		1,500
Miscellaneous Expenses		1,500
Total	$	38,590

Item 15. Indemnification of Officers and Directors

     Article VII of the company's Second Restated Articles of Incorporation and Article V of the company's Restated Bylaws require indemnification of current or former directors of the company to the fullest extent permitted by law. The right to and amount of indemnification will ultimately be subject to determination by a court that indemnification in the circumstances presented is consistent with public policy and other provisions of law. However, it is likely that Article VII of the company's Second Restated Articles of Incorporation and Article V of the company's Restated Bylaws would require indemnification at least to the extent that indemnification is authorized by the Oregon Business Corporation Act. The effect of the indemnification provisions contained in Article VII of the company's Second Restated Articles of Incorporation, Article V of the company's Restated Bylaws and the Oregon Business Corporation Act (the "indemnification provisions") is summarized as follows:

(a) The indemnification provisions grant a right of indemnification in respect of any action, suit or proceeding (other than an action by or in the right of the company) against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred, if the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the company, was not adjudged liable on the basis of receipt of an improper personal benefit and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction or plea of nolo contendere does not, of itself, create a presumption that the person did not meet the required standards of conduct.

(b) The indemnification provisions grant a right of indemnification in respect of any action or suit by or in the right of the company against the expenses (including attorney fees) actually and reasonably incurred if the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the company, except that no right of indemnification will be granted if the person is adjudged to be liable to the company.

(c) Every person who has been wholly successful on the merits of a controversy described in (a) or (b) above is entitled to indemnification as a matter of right.

(d) The company may not indemnify a director unless it is determined by (1) a majority of a quorum of disinterested directors or a committee of disinterested directors, (2) independent legal counsel or (3) the shareholders that indemnification is proper because the applicable standard of conduct has been met. Indemnification can also be ordered by a court if the court determines that indemnification is fair in view of all of the relevant circumstances.

(e) The company will advance to a director the expenses incurred in defending any action, suit or proceeding in advance of its final disposition if the director affirms in good faith that he has met the standard of conduct to be entitled to indemnification as described in (a) or (b) above and undertakes to repay any amount advanced if it is determined that the person did not meet the required standard of conduct.

44

     Under the Oregon Business Corporation Act, an officer of the company is entitled to mandatory indemnification to the same extent as a director of the Company if he was wholly successful on the merits of a controversy described in (a) or (b) above.

     The company has obtained insurance for the protection of its directors and officers against any liability asserted against them in their official capacities. The company has also entered into indemnification agreements with certain of the company's directors. The indemnification agreements in part incorporate the indemnification provisions of the Oregon Business Corporation Act as described above. The indemnification provisions also alter or clarify the statutory indemnity in certain respects. The most significant effects of the indemnification agreements are to add indemnification for settlements of derivative lawsuits and for proceedings involving a breach of fiduciary duty, subject to specified exceptions. The indemnification agreements also set forth certain procedures that apply in the event of a claim for indemnification or advancement of expenses.

     The rights of indemnification described above are not exclusive of any other rights of indemnification to which the persons indemnified may be entitled under any bylaw, agreement, vote of shareholders or otherwise.

Item 16. Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of June 29, 2001, by and among the Company, Drake Merger Sub, Inc. and Microware Systems Corporation. Incorporated by reference to Exhibit (d)(1) to the Tender Offer Statement filed by the Company on Schedule TO dated July 5, 2001, SEC File No. 005-49337.
2.2	Asset Purchase Agreement, dated April 18, 2001, by and among the Company, S-Link, Corp., a Delaware corporation, and Seamus Gilchrist. Incorporated by reference to Exhibit 2.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001, SEC File No. 0-26844.
4.1	Second Restated Articles of Incorporation and amendments thereto. Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (Registration No. 33-95892), and by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, SEC File No. 0-26844.
4.2	Restated Bylaws. Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Registration No. 333-38966).
4.3	Indenture dated August 9, 2000 between the Company and U.S. Trust Company, National Association. Incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-3 (No. 333-49092).
4.4	Resale Registration Rights Agreement dated August 9, 2000 among the Company and SG Cowen Securities Corporation, Banc of America Securities LLC, J.P. Morgan & Co. and First Security Van Kasper. Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-3 (No. 333-49092).
4.5	Form of Note. Incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-3 (No. 333-49092).
4.6	Registration Rights Agreement, dated November 13, 2003, among the Company, Credit Suisse First Boston LLC and Banc of America Securities LLC. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated November 19, 2003, SEC File No. 0-26844.
4.7	Indenture, dated as of November 19, 2003, between the Company and JPMorgan Chase Bank, as Trustee. Filed herewith.
4.8	Form of Note. See Exhibit 4.7.
5.1	Opinion of Baker & McKenzie. Filed herewith.
12.1	Statement of Computation of Ratios of Earnings to Fixed Charges. Filed herewith.
23.1	Consent of Baker & McKenzie. See Exhibit 5.1.
23.2	Consent of PricewaterhouseCoopers LLP. Filed herewith.
24.1	Powers of Attorney. Filed herewith.
25.1	Form of T-1 Statement of Eligibility of Trustee under the Indenture. Filed herewith.

45

Item 17. Undertakings

     (a) The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

     For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

46

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hillsboro, State of Oregon, on this 23rd day of December, 2003.

RADISYS CORPORATION
By:	/s/ Scott C. Grout
	Scott C. Grout, President, Chief Executive Officer and Director

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Scott C. Grout Scott C. Grout	President, Chief Executive Officer and Director	December 23, 2003
/s/ Julia A. Harper Julia A. Harper	Chief Financial Officer, Vice President of Finance and Administration and Secretary	December 23, 2003
/s/ C. Scott Gibson* C. Scott Gibson	Chairman of the Board and Director	December 23, 2003
/s/ Ken J. Bradley* Ken J. Bradley	Director	December 23, 2003
/s/ Richard J. Faubert* Richard J. Faubert	Director	December 23, 2003
/s/ Dr. William W. Lattin* Dr. William W. Lattin	Director	December 23, 2003
/s/ Kevin C. Melia* Kevin C. Melia	Director	December 23, 2003
/s/ Carl W. Neun* Carl W. Neun	Director	December 23, 2003
/s/ Jean-Pierre D. Patkay* Jean-Pierre D. Patkay	Director	December 23, 2003
/s/ Jean-Claude Peterschmitt* Jean-Claude Peterschmitt	Director	December 23, 2003
* By /s/ Scott C. Grout Scott C. Grout, as attorney-in-fact

47

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of June 29, 2001, by and among the Company, Drake Merger Sub, Inc. and Microware Systems Corporation. Incorporated by reference to Exhibit (d)(1) to the Tender Offer Statement filed by the Company on Schedule TO dated July 5, 2001, SEC File No. 005-49337.
2.2	Asset Purchase Agreement, dated April 18, 2001, by and among the Company, S-Link, Corp., a Delaware corporation, and Seamus Gilchrist. Incorporated by reference to Exhibit 2.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001, SEC File No. 0-26844.
4.1	Second Restated Articles of Incorporation and amendments thereto. Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (Registration No. 33-95892), and by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, SEC File No. 0-26844.
4.2	Restated Bylaws. Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Registration No. 333-38966).
4.3	Indenture dated August 9, 2000 between the Company and U.S. Trust Company, National Association. Incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-3 (No. 333-49092).
4.4	Resale Registration Rights Agreement dated August 9, 2000 among the Company and SG Cowen Securities Corporation, Banc of America Securities LLC, J.P. Morgan & Co. and First Security Van Kasper. Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-3 (No. 333-49092).
4.5	Form of Note. Incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-3 (No. 333-49092).
4.6	Registration Rights Agreement, dated November 13, 2003, among the Company, Credit Suisse First Boston LLC and Banc of America Securities LLC. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated November 19, 2003, SEC File No. 0-26844.
4.7	Indenture, dated as of November 19, 2003, between the Company and JPMorgan Chase Bank, as Trustee. Filed herewith.
4.8	Form of Note. See Exhibit 4.7.
5.1	Opinion of Baker & McKenzie. Filed herewith.
12.1	Statement of Computation of Ratios of Earnings to Fixed Charges. Filed herewith.
23.1	Consent of Baker & McKenzie. See Exhibit 5.1.
23.2	Consent of PricewaterhouseCoopers LLP. Filed herewith.
24.1	Powers of Attorney. Filed herewith.
25.1	Form of T-1 Statement of Eligibility of Trustee under the Indenture. Filed herewith.

48

EX-4.6

RADISYS CORPORATION

1-3/8% CONVERTIBLE SENIOR NOTES DUE 2023

INDENTURE
DATED AS OF NOVEMBER 19, 2003

JPMORGAN CHASE BANK
AS TRUSTEE

Table of Contents

			Page
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE			1
	Section 1.1	Definitions	1
	Section 1.2	Other Definitions	6
	Section 1.3	Trust Indenture Act Provisions	7
	Section 1.4	Rules of Construction	7
ARTICLE II. THE SECURITIES			8
	Section 2.1	Form and Dating	8
	Section 2.2	Execution and Authentication	10
	Section 2.3	Registrar, Paying Agent and Conversion Agent	10
	Section 2.4	Paying Agent to Hold Money in Trust	11
	Section 2.5	Securityholder Lists	11
	Section 2.6	Transfer and Exchange	11
	Section 2.7	Replacement Securities	12
	Section 2.8	Outstanding Securities	13
	Section 2.9	Treasury Securities	14
	Section 2.10	Temporary Securities	14
	Section 2.11	Cancellation	14
	Section 2.12	Legend; Additional Transfer and Exchange Requirements	14
	Section 2.13	CUSIP Numbers	17
ARTICLE III. REDEMPTION AND REPURCHASE 1			17
	Section 3.1	Right to Redeem; Notice to Trustee	17
	Section 3.2	Selection of Securities to Be Redeemed	18
	Section 3.3	Notice of Redemption	19

i

			Page
	Section 3.4	Effect of Notice of Redemption	19
	Section 3.5	Deposit of Redemption Price	20
	Section 3.6	Securities Redeemed in Part	20
	Section 3.7	Offer to Repurchase Upon Change of Control	20
	Section 3.8	Offer to Repurchase Securities on Specific Dates	26
ARTICLE IV. CONVERSION			31
	Section 4.1	Conversion Privilege	31
	Section 4.2	Conversion Procedure	33
	Section 4.3	Fractional Shares	34
	Section 4.4	Taxes on Conversion	34
	Section 4.5	Company to Reserve Stock	35
	Section 4.6	Adjustment of Conversion Price	35
	Section 4.7	No Adjustment	40
	Section 4.8	Other Adjustments	40
	Section 4.9	Adjustment for Tax Purposes	40
	Section 4.10	Notice of Adjustment	40
	Section 4.11	Notice of Certain Transactions	41
	Section 4.12	Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege	41
	Section 4.13	Trustee's Disclaimer	42
	Section 4.14	Voluntary Reduction	42
	Section 4.15	Payment of Cash in Lieu of Common Stock	43
ARTICLE V. COVENANTS			45
	Section 5.1	Payment of Securities	45
	Section 5.2	Maintenance of Office or Agency	45
	Section 5.3	SEC Reports	45

ii

			Page
	Section 5.4	Compliance Certificates	46
	Section 5.5	Further Instruments and Acts	46
	Section 5.6	Maintenance of Corporate Existence	47
	Section 5.7	Rule 144A Information Requirement	47
	Section 5.8	Stay, Extension and Usury Laws	47
	Section 5.9	Payment of Additional Interest	47
ARTICLE VI. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE			48
	Section 6.1	Company May Consolidate, Etc., Only on Certain Terms	48
	Section 6.2	Successor Substituted	48
ARTICLE VII. DEFAULT AND REMEDIES			49
	Section 7.1	Events of Default	49
	Section 7.2	Acceleration	50
	Section 7.3	Other Remedies	51
	Section 7.4	Waiver of Defaults and Events of Default	51
	Section 7.5	Control by Majority	51
	Section 7.6	Limitations on Suits	52
	Section 7.7	Rights of Holders to Receive Payment and to Convert	52
	Section 7.8	Collection Suit by Trustee	52
	Section 7.9	Trustee May File Proofs of Claim	53
	Section 7.10	Priorities	53
	Section 7.11	Undertaking for Costs	53
ARTICLE VIII. TRUSTEE			54
	Section 8.1	Duties of Truste	54
	Section 8.2	Rights of Trustee	55

iii

			Page
	Section 8.3	Individual Rights of Trustee	56
	Section 8.4	Trustee's Disclaimer	56
	Section 8.5	Notice of Default or Events of Default	56
	Section 8.6	Reports by Trustee to Holders	56
	Section 8.7	Compensation and Indemnity	57
	Section 8.8	Replacement of Trustee	57
	Section 8.9	Successor Trustee by Merger, Etc	58
	Section 8.10	Eligibility; Disqualification	58
	Section 8.11	Disqualification; Conflicting Interests	59
	Section 8.12	Preferential Collection of Claims Against Company	59
ARTICLE IX. AMENDMENTS, SUPPLEMENTS AND WAIVERS			59
	Section 9.1	Without Consent of Holders	59
	Section 9.2	With Consent of Holders	59
	Section 9.3	Compliance with Trust Indenture Act	61
	Section 9.4	Revocation and Effect of Consents	61
	Section 9.5	Notation on or Exchange of Securities	61
	Section 9.6	Trustee to Sign Amendments, Etc	61
	Section 9.7	Effect of Supplemental Indentures	62
ARTICLE X. MISCELLANEOUS			62
	Section 10.1	Trust Indenture Act Controls	62
	Section 10.2	Notices	62
	Section 10.3	Communications by Holders With Other Holders	63
	Section 10.4	Certificate and Opinion as to Conditions Precedent	63
	Section 10.5	Record Date for Vote or Consent of Securityholders	64
	Section 10.6	Rules by Trustee, Paying Agent, Registrar and Conversion Agent	64

iv

		Page
Section 10.7	Legal Holidays	64
Section 10.8	Governing Law	64
Section 10.9	No Adverse Interpretation of Other Agreements	64
Section 10.10	No Recourse Against Others	64
Section 10.11	Successors	65
Section 10.12	Multiple Counterparts	65
Section 10.13	Separability	65
Section 10.14	Table of Contents, Headings, Etc	65

v

     THIS INDENTURE, dated as of November 19, 2003, is between RADISYS CORPORATION, a corporation duly organized under the laws of the State of Oregon, and JPMORGAN CHASE BANK, a banking corporation organized and existing under the laws of the State of New York, as Trustee.

     In consideration of the premises and the purchase of the Securities (as defined below) by the Holders (as defined below) thereof, both parties agree as follows for the benefit of the other and for the equal and ratable benefit of the Holders of the Company's 1-3/8% Convertible Senior Notes due 2023.

ARTICLE I.
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions.

     "Additional Interest" has the meaning specified in Section 5 of the Registration Rights Agreement. All references herein to interest accrued or payable as of any date shall include any Additional Interest accrued or payable as of such date as provided in the Registration Rights Agreement.

     "Affiliate" means, with respect to any specified Person, 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, Paying Agent or Conversion Agent.

     "Applicable Procedures" means, with respect to any transfer or exchange of beneficial ownership interests in a Global Security, the rules and procedures of the Depositary in each case to the extent applicable to such transfer or exchange.

     "Board of Directors" means either the board of directors of the Company or any committee of the Board of Directors authorized to act for it with respect to this Indenture.

     "Business Day" means each day that is not a Legal Holiday.

     "Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, but excluding any debt securities convertible into such equity.

     "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.

     "Certificated Security" means a Security that is in substantially the form attached hereto as Exhibit A and that does not include the information or the schedule called for by footnotes 1, 3 and 4 thereof.

     "Closing Price" means the last reported sales price or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices in either case as quoted on the NNM or any other principal national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not quoted on NNM or any comparable system and is not listed on admitted to trading or any other national securities exchange, the closing sales price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose.

     "Common Stock" means the Common Stock of the Company, no par value, as it exists on the date of this Indenture and any shares of any class or classes of capital stock of the Company 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; provided, however, that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable on conversion of Securities shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

     "Company" means RadiSys Corporation, an Oregon corporation, until a successor replaces it pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Company.

     "Conversion Rate" means $1,000 divided by the then-current Conversion Price.

     "Conversion Value" means the product of the Closing Price of the Common Stock on any date of determination multiplied by the Conversion Rate of the Securities in effect on that date.

     "Corporate Trust Office" means the principal corporate trust office of the Trustee at which at any particular time its corporate trust business shall be administered which office at the date of the execution of this Indenture is located at 4 New York Plaza, 15th Floor, New York, New York 10004, Attention: Institutional Trust Services or at any other time at such other address as the Trustee may designate from time to time by notice to the Company.

     "Default" means, when used with respect to the Securities, any event which is or, after notice or passage of time or both, would be an Event of Default.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.

     "Final Maturity Date" means November 15, 2023.

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     "GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in (a) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (b) the statements and pronouncements of the Financial Accounting Standards Board, (c) such other statements by such other entity as approved by a significant segment of the accounting profession and (d) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in registration statements filed under the Securities Act and periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

     "Global Security" means a permanent Global Security that is substantially in the form attached hereto as Exhibit A and that includes the information and schedule called for by footnotes 1, 3 and 4 thereof and which is deposited with the Depositary or its custodian and registered in the name of the Depositary or its nominee.

     "Holder" or "Securityholder" means the person in whose name a Security is registered on the Primary Registrar's books.

     "Indenture" means this Indenture as amended or supplemented from time to time pursuant to the terms of this Indenture.

     "Initial Purchasers" means Credit Suisse First Boston LLC and Banc of America Securities LLC.

     "Insolvency or Bankruptcy Proceeding" means any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Company or to the property of the Company or the assets of the Company, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of the Company whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Company.

     "Interest Payment Date" has the meaning specified in paragraph 1 of the Security, attached as Exhibit A hereto.

     "Interest Payment Record Date" has the meaning specified in paragraph 1 of the Security, attached as Exhibit A hereto.

     "NNM" means the Nasdaq National Market.

     "Officer" means the Chairman or any Co-Chairman of the Board, any Vice Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Controller, the Secretary or any Assistant Controller or Assistant Secretary of the Company.

     "Officers' Certificate" means a certificate signed by two Officers; provided, however, that for purposes of Sections 4.12 and 5.4, "Officers' Certificate" means a certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Company and by one other Officer.

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

     "Participant" means, with respect to the Depositary, a Person who has an account with the Depositary.

     "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any entity.

     "Principal Value Conversion" means any conversion of Securities on or after November 15, 2018 pursuant to Section 4.1(a)(iii) if the Closing Price per share of Common Stock on the Trading Day before the Conversion Date is more than 100% but less than 120% of the Conversion Price then in effect.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

     "Redemption Date" means, when used with respect to any Security to be redeemed, the date fixed for redemption pursuant to this Indenture.

     "Registration Default" has the meaning specified in the Registration Rights Agreement.

     "Registration Rights Agreement" means the Registration Rights Agreement dated November 14, 2003 between the Company and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time.

     "Restricted Global Security" means a Global Security that is a Restricted Security.

     "Restricted Security" means a Security bearing the restrictive legend set forth in the form of Security set forth in Exhibit A of this Indenture.

     "Rule 144" means Rule 144 under the Securities Act or any successor to such Rule.

     "Rule 144A" means Rule 144A under the Securities Act or any successor to such Rule.

     "SEC" means the Securities and Exchange Commission.

     "Securities" means the 1-3/8% Convertible Senior Notes due 2023, or any of them, as amended or supplemented from time to time, that are issued under this Indenture.

     "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.

     "Securities Custodian" means the Trustee, as custodian with respect to the Securities in global form, or any successor thereto.

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     "Significant Subsidiary" means any Subsidiary of the Company that would constitute a "significant subsidiary" as such term is defined under Rule 1-02 of Regulation S-X under the Exchange Act.

     "Subsidiary" means, in respect of any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof such Person.

     "TIA" means the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder as in effect on the date of this Indenture, except as provided in Section 9.3, 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.

     "Trading Day" means, with respect to any security, each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not generally traded on the principal exchange or market in which such security is traded.

     "Trading Price" means, on any date of determination, the average of the secondary bid quotations per Security obtained by the Trustee or the Conversion Agent for $5,000,000 principal amount of the Securities at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers the Company selects; provided, that if at least three such bids cannot reasonably be obtained, but two such bids can reasonably be obtained, then the average of these two bids shall be used; provided, further, that if at least two such bids cannot reasonably be obtained, but one such bid can reasonably be obtained, this one bid shall be used. If the Trustee or the Conversion Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of the Securities from an independent nationally recognized securities dealer or, in the Company's reasonable judgment, the bid quotations are not indicative of the secondary market value of the Securities, then the Trading Price of the Securities will be deemed to be less than 98% of the Conversion Value.

     "Trustee" means JPMorgan Chase Bank, a banking corporation organized and existing under the laws of the State of New York, until a successor replaces it in accordance with the provisions of this Indenture, and thereafter means the successor.

     "Trust Officer" means, with respect to the Trustee, any officer assigned to the Corporate Trust Office with direct responsibility for the administration of this Indenture.

     "Voting Stock" of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

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Section 1.2 Other Definitions.

Term	Defined in Section
"Agent Members"	2.1(d)
"Bankruptcy Law"	.7.1
"Cash Settlement Averaging Period"	.4.15(a)
"Cash Settlement Notice Period"	4.15(a)
"Change of Control"	3.7(a)
"Change of Control Offer"	3.7(a)
"Change of Control Purchase Date"	3.7(a)
"Change of Control Purchase Notice"	3.7(d)
"Change of Control Purchase Price"	3.7(a)
"Company"	1.1
"Company Order"	2.2
"Conversion Agent"	2.3
"Conversion Date"	4.2
"Conversion Notice"	4.2
"Conversion Obligation"	4.15(a)
"Conversion Price"	4.6
"Conversion Retraction Period"	4.15(a)
"Current Market Price"	4.6
"Custodian"	7.1
"DTC"	.2.1(c)
"Depositary"	2.1(c)
"Determination Date"	.4.6(d)
"EDGAR"	5.3(b)
"Event of Default"	7.1
"Expiration Date"	4.6(e)
"Expiration Time"	4.6(e)
"Final Notice Date"	4.15(a)
"Instrument"	7.1(g)
"Legal Holiday"	10.7
"Legend"	2.12(a)
"Notice of Default"	.7.1(g)
"Optional Purchase Date"	3.8(a)
"Optional Purchase Notice"	3.8(c)
"Optional Purchase Offer"	3.8(a)
"Optional Purchase Price"	3.8(a)
"Partial Cash Amount"	.4.15(b)(i)
"Paying Agent"	2.3
"Primary Registrar"	2.3
"Principal Value Conversion Stock Valuation"	4.15(b)(ii)
"Purchase Agreement"	2.1(a)
"Purchased Shares"	4.6(e)
"Redemption Notice"	.3.1

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Term	Defined in Section
"Redemption Price"	3.1
"Registrar"	2.3
"Regular Record Date"	3.4
"Rights Plan"	4.6(c)
"Triggering Distribution"	4.6(d)
"Trigger Event"	4.6(c)
"Trustee"	Preamble
"Unissued Shares"	3.7(a)

Section 1.3 Trust Indenture Act Provisions.

     Whenever this Indenture refers to a provision of the TIA, that provision is incorporated by reference in and made a part of this Indenture. The Indenture shall also include those provisions of the TIA required to be included herein by the provisions of the Trust Indenture Reform Act of 1990. The following TIA terms used in this Indenture have the following meanings:

     "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; and

     "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 TIA reference to another statute or defined by any SEC rule and not otherwise defined herein have the meanings assigned to them therein.

Section 1.4 Rules of Construction.

     Unless the context otherwise requires:

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

     (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

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

     (d) "or" is not exclusive;

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(e) provisions apply to successive events and transactions;

     (f) the term "merger" includes a statutory share exchange and the term "merged" has a correlative meaning;

     (g) the masculine gender includes the feminine and the neuter;

     (h) references to agreements and other instruments include subsequent amendments thereto;

     (i) references to sections of or rules promulgated under the Securities Act or the TIA shall include subsequent amendments, replacements, successor or substitute sections or rules thereto as adopted by the SEC from time to time; and

(j) "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 II.
THE SECURITIES

Section 2.1 Form and Dating.

     (a) The Securities and the Trustee's certificate of authentication shall be substantially in the respective forms set forth in Exhibit A, which Exhibit is incorporated in and made part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall provide any such notations, legends or endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication. The Securities are being offered and sold by the Company pursuant to a Purchase Agreement dated November 13, 2003 (the "Purchase Agreement"), between the Company and the Initial Purchasers, in transactions exempt from, or not subject to, the registration requirements of the Securities Act.

(b) The terms and provisions contained in the Securities shall constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. In case of any conflict between the provisions of any Security with the provisions of this Indenture, the provisions of this Indenture shall control.

     (c) All of the Securities are initially being offered and sold to QIBs in reliance on Rule 144A under the Securities Act and shall be issued initially in the form of one or more Restricted Global Securities, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the depositary, The Depository Trust Company ("DTC") (such depositary, or any successor thereto, being hereinafter referred to as the "Depositary"), and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures.

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(d) Securities issued in global form shall be substantially in the form of Exhibit A attached hereto. Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions, purchases or conversions of such Securities. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and shall be made on the records of the Trustee and the Depositary.

     Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

     (e) The Company shall execute and the Trustee shall, in accordance with this Section 2.1(e), authenticate and deliver initially one or more Global Securities that (i) shall be registered in the name of the Depositary, (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instructions and (iii) shall bear legends substantially to the following effect:

"UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO RADISYS CORPORATION (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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A 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."

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Section 2.2 Execution and Authentication.

     An Officer shall sign the Securities for the Company by manual or facsimile signature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee.

     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.

     The Trustee shall authenticate and make available for delivery Securities for original issue in the aggregate principal amount of up to $100,000,000 upon receipt of a written order or orders of the Company signed by two Officers of the Company (a "Company Order"). The Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which each original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $100,000,000 except as provided in Section 2.7 hereof.

     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 shall have 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 and only in denominations of $1,000 principal amount and any integral multiple thereof.

Section 2.3 Registrar, Paying Agent and Conversion Agent.

     The Company shall maintain one or more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a "Registrar"), one or more offices or agencies where Securities may be presented for payment (each, a "Paying Agent"), one or more offices or agencies where Securities may be presented for conversion (each, a "Conversion Agent") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. One of the Registrars (the "Primary Registrar") shall keep a register of the Securities and of their registration of transfer and exchange.

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     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, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Registrar, Paying Agent (except as provided in Section 5.1) or Conversion Agent.

     The Company hereby initially designates the Trustee as Paying Agent, Registrar and Conversion Agent, and the Corporate Trust Office of the Trustee one such office or agency of the Company for each of the aforesaid purposes.

Section 2.4 Paying Agent to Hold Money in Trust.

     Prior to 10:00 a.m., New York City time, on each due date of the principal of or interest and Additional Interest, if any, on any Securities, the Company shall deposit with a Paying Agent a sum sufficient to pay such principal or interest and Additional Interest, if any, so becoming due. A Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of or interest and Additional Interest, if any, on the Securities, and shall notify the Trustee of any Default by the Company (or any other obligor on the Securities) in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall, before 10:00 a.m., New York City time, on each due date of the principal of or interest and Additional Interest, if any, on any Securities, segregate the money and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee, and the Trustee may at any time during the continuance of any Default, upon written request to a Paying Agent, require such Paying Agent to pay forthwith to the Trustee all sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (other than the Company) shall have no further liability for the money. Upon any Insolvency or Bankruptcy Proceeding relating to the Company, the Trustee shall serve as Paying Agent for the Securities.

Section 2.5 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 Section 312(a) of the TIA. If the Trustee is not the Primary Registrar, the Company shall furnish to the Trustee at least five Business Days prior to each 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.

Section 2.6 Transfer and Exchange.

(a) Subject to compliance with any applicable additional requirements contained in Section 2.12 hereof, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such

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Security for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in Exhibit A hereto, and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3 hereof, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a), 3.6, 3.7, 3.8, 4.2 (penultimate paragraph) or 9.5.

     None of the Company, any Registrar or the Trustee shall be required to exchange or register a transfer of any Securities or portions thereof in respect of which a Redemption Notice has been issued by the Company or any Change of Control Purchase Notice or Optional Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased).

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

     (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon registration of transfer or exchange of Securities.

     (c) 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 Agent Members or other beneficial owners of interests in any Global Security) 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 2.7 Replacement Securities.

     If any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a protected 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.

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     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 or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be.

     Upon the issuance of any new Securities under this Section 2.7, the Company or the Trustee 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 reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith.

     Every new Security issued pursuant to this Section 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, 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 2.7 are (to the extent lawful) 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 2.8 Outstanding Securities.

     Securities outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those converted pursuant to Article 4, those delivered to it for cancellation or surrendered for registration of transfer or exchange and those described in this Section 2.8 as not outstanding.

     If a Security is replaced pursuant to Section 2.7, it ceases to be outstanding unless the Company receives proof satisfactory to it that the replaced Security is held by a protected purchaser as defined in Section 8-303 of the New York Uniform Commercial Code.

     If a Paying Agent (other than the Company or an Affiliate of the Company) holds on a Redemption Date, Change of Control Purchase Date, Optional Purchase Date or the Final Maturity Date money sufficient to pay the principal of and accrued interest and Additional Interest, if any, on Securities (or portions thereof) payable on that date, then on and after such Redemption Date, Change of Control Purchase Date, Optional Purchase Date or the Final Maturity Date, as the case may be, such Securities (or portions thereof, as the case may be) shall cease to be outstanding and interest and Additional Interest, if any, on them shall cease to accrue.

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     Subject to the restrictions contained in Section 2.9, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.

Section 2.9 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, 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 actually 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 on the Securities or any Affiliate of the Company or of such other obligor.

Section 2.10 Temporary Securities.

     Until definitive Securities are ready for delivery, the Company may prepare and execute, and, upon receipt of a Company Order, 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 considers appropriate for temporary Securities and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate and deliver definitive Securities in exchange for temporary Securities.

     Holders of temporary Securities shall be entitled to all of the benefits of this Indenture.

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 or its agent any Securities surrendered to them for registration of transfer, exchange, payment or conversion. The Trustee and no one else shall promptly cancel, in accordance with its standard procedures, all Securities surrendered for registration of transfer, exchange, payment, conversion or cancellation and upon the Company's written request shall deliver the canceled Securities to the Company. All Securities which are redeemed, purchased or otherwise acquired by the Company or any of its Subsidiaries prior to the Final Maturity Date pursuant to a redemption by the Company pursuant to Section 3.1, a Change of Control Offer or Optional Purchase Offer shall be delivered to the Trustee for cancellation, and the Company may not hold or resell such Securities or issue any new Securities to replace any such Securities or any Securities that any Holder has converted pursuant to Article 4 hereof.

Section 2.12 Legend; Additional Transfer and Exchange Requirements.

     (a) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the forms of Securities attached hereto as Exhibit A or additional legends required by law, stock exchange rules or usage (collectively, the "Legend"), or if a request is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence,

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which shall include an opinion of counsel if so requested by the Company or such Registrar, as may be reasonably acceptable to the Company and the Registrar, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act; provided that no such evidence need be supplied in connection with the sale of such Security pursuant to a registration statement under the Securities Act that is effective at the time of such sale. Upon (i) provision of such satisfactory evidence if requested, or (ii) notification by the Company to the Trustee and Registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company, shall authenticate and deliver a Security that does not bear the Legend or any portion thereof. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Legend may be reinstated by the Company.

     (b) A Global Security may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee or any successor thereof, and no such transfer to any such other Person may be registered; provided that the foregoing shall not prohibit any transfer of a Security that is issued in exchange for a Global Security but is not itself a Global Security in accordance with the terms of such Security. No transfer of a Security to any Person shall be effective unless and until such Security has been registered in the name of such Person. Notwithstanding any other provisions of this Indenture or the Securities, transfers of a Global Security, in whole or in part, shall be made only in accordance with this Section 2.12.

     (c) Subject to Section 2.12(d), every Security shall be subject to the restrictions on transfer provided in the Legend. Whenever any Restricted Security other than a Restricted Global Security is presented or surrendered for registration of transfer or for exchange for a Security registered in a name other than that of the Holder, such Security must be accompanied by a certificate in substantially the form set forth in Exhibit A, dated the date of such surrender and signed by the Holder of such Security, as to compliance with such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Security not so accompanied by a properly completed certificate.

     (d) The restrictions imposed by the Legend upon the transferability of any Security shall cease and terminate when such Security has been sold pursuant to an effective registration statement under the Securities Act or transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) or, if earlier, upon the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), unless otherwise required by law or stock exchange rules. Any Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Security for exchange to the Registrar in accordance with the provisions of this Section 2.12 (accompanied, in the event that such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by, if requested, an opinion of counsel reasonably acceptable to the Company, addressed to the Company

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and in form acceptable to the Company, to the effect that the transfer of such Security has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the restrictive Legend. The Company shall inform the Trustee of the effective date of any registration statement registering the Securities under the Securities Act. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel or registration statement.

(e) As used in Section 2.12(c) and (d), the term "transfer" encompasses any sale, pledge, transfer, hypothecation or other disposition of any Security.

     (f) The provisions of clauses (i), (ii), (iii) and (iv) below shall apply only to Global Securities:

     (i) Notwithstanding any other provisions of this Indenture or the Securities, a Global Security shall not be exchanged in whole or in part for a Security registered in the name of any Person other than the Depositary or one or more nominees thereof, provided that a Global Security may be exchanged for Securities registered in the names of any Person designated by the Depositary in the event that (A) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or such Depositary has ceased to be a "clearing agency" registered under the Exchange Act, and a successor Depositary is not appointed by the Company within 90 days, (B) the Company has provided the Depositary with written notice that it has decided to discontinue use of the system of book-entry transfer through the Depositary or any successor Depositary or (C) an Event of Default has occurred and is continuing with respect to the Securities. Any Global Security exchanged pursuant to clauses (A) or (B) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (C) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Security.

     (ii) Securities issued in exchange for a Global Security or any portion thereof shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable legends provided for herein. Only Restricted Securities shall be issued in exchange for Restricted Global Securities. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof.

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     (iii) Subject to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.

     (iv) In the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the Trustee a reasonable supply of Certificated Securities in definitive, fully registered form, without interest coupons.

     (v) Neither Agent Members nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Security.

Section 2.13 CUSIP Numbers.

     The Company in issuing the Securities may use one or more "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption or purchase 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 purchase and that reliance may be placed only on the other identification numbers printed on the Securities, and any such purchase shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the "CUSIP" numbers.

ARTICLE III.
REDEMPTION AND REPURCHASE

Section 3.1 Right to Redeem; Notice to Trustee.

     Prior to November 15, 2006, the Securities shall not be redeemable at the Company's option.

     On or after November 15, 2006 and prior to November 15, 2008, the Company may, at its option redeem the Securities in accordance with this Article III for cash at any time as a whole, or from time to time in part, at a redemption price equal to 100% of the principal amount of those Securities called for redemption plus accrued and unpaid interest and Additional Interest, if any, on such Securities to, but excluding the applicable Redemption Date (the "Redemption Price") if, but only if (x) on each of at least 20 Trading Days within any period of 30 consecutive Trading Days ending on or after November 15, 2006 and prior to November 15, 2008 the Closing Price of the Common Stock exceeds (y) 130% of the Conversion Price of the Securities on the 30th Trading Day of such period. Notice of any redemption pursuant to the preceding sentence must be given on the Business Day after such 30th Trading Day.

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     On or after November 15, 2008 the Company, at its option, may redeem the Securities in accordance with this Article III for cash at any time as a whole, or from time to time in part, at the Redemption Price.

     In the event that the Company elects to redeem the Securities on a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest and Additional Interest, if any, to the holder of the redeemed Security and not the Holder on the corresponding Interest Payment Record Date.

     If the Company elects to redeem Securities, it shall notify the Trustee at least 30 days prior to the Redemption Date as fixed by the Company (the "Redemption Notice") (unless a shorter notice shall be satisfactory to the Trustee) of the Redemption Date and the principal amount of Securities to be redeemed. Any such notice to the Trustee given with respect to a redemption prior to November 15, 2008 may be conditioned upon satisfaction of the conditions to redemption as of the date the notice of redemption is mailed. 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 ten days after the date of notice to the Trustee.

Section 3.2 Selection of Securities to Be Redeemed.

     If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed or purchased by lot, or in the Trustee's discretion, on a pro rata basis. In the event of partial redemption by lot, the particular Securities to be redeemed shall be selected, unless otherwise provided herein, not less than 20 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Securities not previously called for redemption. If a portion of Securities is selected for partial redemption and a Holder elects to convert a portion of Securities pursuant to Article 4 hereof, the converted portion of the Securities will be deemed to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection.

     The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed. Securities and portions of Securities selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all the Securities of a Holder are to be redeemed, the entire outstanding amount of Securities held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

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Section 3.3 Notice of Redemption.

     At least 20 days but not more than 60 days before a Redemption Date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Securities are to be redeemed at such Holder's registered address.

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

     (a) the Redemption Date;

      (b) the Redemption Price;

      (c) the then current Conversion Price;

     (d) 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 surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Security;

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

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

     (g) that Holders who wish to convert Securities must surrender such Securities for conversion no later than the close of business on the second Business Day immediately preceding the Redemption Date and must satisfy the other requirements in paragraph 8 of the Securities;

     (h) that, unless the Company defaults in making such redemption payment, interest including Additional Interest, if any, on Securities called for redemption ceases to accrue on and after the applicable Redemption Date;

     (i) the CUSIP number, if any, printed on the Securities being redeemed; and

     (j) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

     At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 30 days prior to the applicable Redemption Date, an Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.4 Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.3 hereof, Securities called for redemption (unless previously converted) become due and payable on the applicable Redemption Date at the Redemption Price stated in the notice. A notice of redemption under Section 3.3 may not be conditional. The Redemption Price shall be paid to a Holder promptly following the later of (i) the Redemption Date with respect to the Security of such Holder, and (ii) the time of delivery of such Security to a Paying Agent by the Holder thereof for purchase pursuant to the Redemption Notice, provided, that if a Redemption Date falls after an Interest Payment Record Date and on or before an Interest Payment Date, then the interest and Additional Interest, if any, will be payable to the Holders in whose name the Securities are registered at the close of business on the Interest Payment Record Date.

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Section 3.5 Deposit of Redemption Price.

     On or before 10:00 a.m. New York City time on the Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (other than the Company or an Affiliate of the Company) an amount of money (in immediately available funds if deposited on such Redemption Date) sufficient to pay the aggregate Redemption Price of all the Securities or portions thereof that are to be purchased on such Redemption Date. The manner in which the deposit required by this Section 3.5 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 a Paying Agent shall have immediately available funds on or before 10:00 a.m. New York City time on the Redemption Date.

     If a Paying Agent holds, in accordance with the terms hereof, Cash sufficient to pay the Redemption Price of any Security for which a Redemption Notice has been tendered in accordance with this Indenture then, on the Redemption Date, such Security will cease to be outstanding and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Redemption Price as aforesaid).

Section 3.6 Securities Redeemed in Part.

     Any Security that is to be purchased only in part shall be surrendered at the office of a Paying Agent, and promptly after the Redemption Date the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge except that the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, a new Security or Securities, of 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 purchased.

Section 3.7 Offer to Repurchase Upon Change of Control.

     (a) If at any time that Securities remain outstanding there shall occur a Change of Control, each Holder will have the right to require the Company to repurchase all of its Securities not previously called for redemption, or any portion of such Securities, at a purchase price (the "Change of Control Purchase Price") equal to 100% of the principal amount of all such Securities, plus accrued and unpaid interest, including Additional Interest, if any, on such Securities to, but not including, the Change of Control Purchase Date (as defined below) provided, that if a Change of Control Purchase Date falls after an Interest Payment Record Date and on or before an Interest Payment Date, then the interest and Additional Interest, if any, will be payable to the Holders in whose name the Securities are registered at the close of business on the Interest Payment Record Date. Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Securities, as of the date that is 30 Business Days after the occurrence of the Change of Control (the "Change of Control Purchase Date"), subject to satisfaction by or on behalf of any Holder of the requirements set forth in subsection (c) of this Section 3.7.

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     A "Change of Control" shall be deemed to have occurred if any of the following occurs after the date hereof:

(1) any "Person" or "group" is or becomes the "beneficial owner," directly or indirectly, of shares of the Company's Voting Stock representing 50% or more of the total voting power of all outstanding classes of the Company's Voting Stock or has the power, directly or indirectly, to elect a majority of the members of the board of directors of the Company;

(2) the Company consolidates with or merges with or into another Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets or any Person consolidates with, or merges with or into the Company, in any such event other than to one or more of its wholly-owned Subsidiaries, other than any such transaction pursuant to which the holders of 50% or more of the total voting power of all shares of its Capital Stock entitled to vote generally in elections of directors immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after such transaction; or

(3) the Holders of the Company's Capital Stock approve any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with this Indenture).

     For the purpose of the definition of "Change of Control", (i) "person" and "group" have the meanings given such terms under Section 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term "group" includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision, (ii) a "beneficial owner" shall be determined in accordance with Rule 13d-3 under the Exchange Act, as in effect on the date of this Indenture, except that the number of shares of Voting Stock of the Company shall be deemed to include, in addition to all outstanding shares of Voting Stock of the Company and Unissued Shares deemed to be held by the "person" or "group" or other Person with respect to which the Change of Control determination is being made, all Unissued Shares deemed to be held by all other Persons, and (iii) the terms "beneficially owned" and "beneficially own" shall have meanings correlative to that of "beneficial owner." The term "Unissued Shares" means shares of Voting Stock not outstanding that are subject to options, warrants, rights to purchase or conversion privileges exercisable within 60 days of the date of determination of a Change of Control.

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     Notwithstanding anything to the contrary set forth in this Section 3.7, a Change of Control will not be deemed to have occurred if either:

(1)

the Closing Price of the Common Stock for any five Trading Days during the ten Trading Days immediately preceding the Change of Control is at least equal to 105% of the Conversion Price in effect on such Trading Day; or

(2)

in the case of a merger or consolidation, all of the consideration (excluding Cash payments for fractional shares and Cash payments pursuant to dissenters' appraisal rights) to be received in the merger or consolidation constituting the Change of Control by holders of Common Stock consists of common stock traded on a United States national securities exchange or quoted on the NNM (or which will be so traded or quoted when issued or exchanged in connection with such Change of Control) and as a result of such transaction or transactions the Securities become convertible solely into such common stock.

     (b) Notice of Change of Control. Within 10 Business Days after the occurrence of a Change of Control, the Company shall mail a written notice of the Change of Control by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include the form of Change of Control Purchase Notice to be completed by the Holder in the event the Holder elects such right to repurchase and shall state:

(1)	that the Change of Control Offer is being made pursuant to this Section 3.7 and that all Securities tendered will be accepted for payment;
(2)	the date of such Change of Control and, briefly, a description of such Change of Control;
(3)	the date by which the Change of Control Purchase Notice must be delivered pursuant to this Section 3.7 in order for the Holder to exercise the repurchase right;
(4)	the Change of Control Purchase Date;
(5)	the Change of Control Purchase Price;
(6)	the Holder's right to require the Company to purchase the Securities;
(7)	briefly, information about the Holder's right to convert the Securities;
(8)	that any Security not tendered will continue to accrue interest including Additional Interest, if any;
(9)	the name and address of each Paying Agent and Conversion Agent;
(10)	the Conversion Price and any adjustments thereto;

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(11)	that Securities as to which a Change of Control Purchase Notice has been given may be converted into Common Stock pursuant to Article 4 of this Indenture only if the Change of Control Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(12)	the procedures that the Holder must follow to exercise rights under this Section 3.7;
(13)	the procedures for withdrawing a Change of Control Purchase Notice, including a form of notice of withdrawal;
(14)	that the Holder must satisfy the requirements set forth in the Securities in order to convert the Securities;
(15)	that, unless the Company defaults in the payment of the Change of Control Purchase Price, all Securities accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, on and after the Change of Control Payment Date;
(16)	that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender the Securities, with the Change of Control Purchase Notice completed, to the Paying Agent at the address specified in the notice prior to the close of business on the second Business Day preceding the Change of Control Purchase Date;
(17)	that Holders will be entitled to withdraw their election if the Paying Agent receives from the Holder, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, facsimile transmission, letter or any other written form setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such Holder is withdrawing its Change of Control Purchase Notice; and
(18)	that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof.

     If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global Securities.

     (c) Change of Control Purchase Notice. A Holder may exercise its right specified in Section 3.7(a) upon delivery of a properly completed written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "Change of Control Purchase Notice") to the Paying Agent at any time prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the Change of Control Purchase Date, stating:

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      (i) the certificate number of the Security which the Holder will deliver to be repurchased or the appropriate depositary procedures if Certificated Securities have not been issued;

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

     (iii) that such Security shall be repurchased on the Change of Control Purchase Date pursuant to the terms and conditions specified in the Securities and this Indenture.

The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Change of Control Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Change of Control Purchase Price therefor. A Paying Agent shall promptly notify the Company of the receipt by it of any Change of Control Purchase Notice.

     (d) Effect of Change of Control Purchase Notice. Upon receipt by any Paying Agent of the Change of Control Purchase Notice specified in Section 3.7(c), the Holder of the Security in respect of which such Change of Control Purchase Notice was given shall (unless such Change of Control Purchase Notice is withdrawn as specified below) thereafter be entitled to receive the Change of Control Purchase Price with respect to such Security, provided, that if a Change of Control Purchase Date falls after an Interest Payment Record Date and on or before an Interest Payment Date, then the interest and Additional Interest, if any, will be payable to the Holders in whose name the Securities are registered at the close of business on the Interest Payment Record Date. Such Change of Control Purchase Price shall be paid to such Holder promptly following the later of (i) the Change of Control Purchase Date with respect to such Security (provided the conditions in Section 3.7(c) have been satisfied) and (ii) the time of delivery of such Security to a Paying Agent by the Holder thereof in the manner required by Section 3.7(c). Securities in respect of which a Change of Control Purchase Notice has been given by the Holder thereof may not be converted into shares of Common Stock pursuant to Article 4 on or after the date of the delivery of such Change of Control Purchase Notice unless such Change of Control Purchase Notice has first been validly withdrawn as specified in the following paragraph.

     (e) Withdrawal. A Change of Control Purchase Notice may be withdrawn in whole or in a portion thereof that is a principal amount of $1,000 or an integral multiple thereof by means of a written notice (which may be delivered by mail, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of withdrawal delivered to the office of the Paying Agent at any time prior to 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Purchase Date, specifying:

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     (i) the certificate number, if any, or the appropriate Depositary procedures, if applicable, or the Security in respect of which such notice of withdrawal is being submitted;

     (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and

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

A Paying Agent shall promptly notify the Company of the receipt by it of any such notice of withdrawal.

     (f) Deposit of Change of Control Purchase Price. On or before 10:00 a.m. New York City time on the Change of Control Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent (other than the Company or an Affiliate of the Company) an amount of money (in immediately available funds if deposited on such Change of Control Purchase Date) sufficient to pay the aggregate Change of Control Purchase Price of all the Securities or portions thereof that are to be purchased on such Change of Control Purchase Date. The manner in which the deposit required by this Section 3.7(f) 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 a Paying Agent shall have immediately available funds on or before 10:00 a.m. New York City time on the Change of Control Purchase Date.

     If a Paying Agent holds, in accordance with the terms hereof, Cash sufficient to pay the Change of Control Purchase Price of any Security for which a Change of Control Purchase Notice has been tendered and not withdrawn in accordance with this Indenture then, on the Change of Control Purchase Date, such Security will cease to be outstanding and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Change of Control Purchase Price as aforesaid). The Company shall publicly announce the principal amount of Securities purchased as a result of such Change of Control on or as soon as practicable after the Change of Control Purchase Date.

     (g) Securities Purchased in Part. Any Security that is to be purchased only in part shall be surrendered at the office of a Paying Agent, and promptly after the Change of Control Purchase Date the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge except that the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, a new Security or Securities, of 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 purchased.

     (h) Compliance with Securities Laws Upon Purchase of Securities. In connection with any offer to purchase ----------------------------------------------------------- or purchase of Securities under Section 3.7 hereof, the Company shall:

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     (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act, as applicable;

     (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, as applicable; and

     (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under Section 3.7 to be exercised in the time and in the manner specified therein.

     To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.7, the Company's compliance with such laws and regulations shall not in and of itself cause a breach of its obligations under this Section 3.7.

     (i) Repayment to the Company. To the extent that the aggregate amount of Cash deposited by the Company pursuant to Section 3.7(f) exceeds the aggregate Change of Control Purchase Price together with accrued and unpaid interest including Additional Interest, if any, thereon of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Change of Control Purchase Date the Trustee or a Paying Agent, as the case may be, shall return any such excess Cash to the Company.

     (j) Compliance by Third Party In Lieu of Company. Notwithstanding anything to the contrary in this Section 3.7, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 3.7 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer.

Section 3.8 Offer to Repurchase Securities on Specific Dates.

     (a) Optional Purchase Offer. On November 15, 2008, November 15, 2013 and November 15, 2018 (each, an "Optional Purchase Date"), each Holder will have the right to require the Company to repurchase all of its Securities not previously called for redemption, or any portion of such Securities at a purchase price equal to 100% of the principal amount of those Securities, plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the applicable Optional Purchase Date (the "Optional Purchase Price") provided, that if an Optional Purchase Date falls after an Interest Payment Record Date and on or before an Interest Payment Date, then the interest and Additional Interest, if any, will be payable to the Holders in whose name the Securities are registered at the close of business on the Interest Payment Record Date. The Company shall make an offer (each an "Optional Purchase Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Securities, as of the applicable Optional Purchase Date.

     (b) Notice of Optional Purchase Date. No earlier than 60 and no later than 30 Business Days prior to each Optional Purchase Date, the Company shall mail or cause to be mailed a written notice of the Optional Purchase Offer by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include the form of Optional Purchase Notice to be completed by the Holder and returned to the Company in the event that the Holder elects such right to repurchase and shall state:

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(1)	that the Optional Purchase Offer is being made pursuant to this Section 3.8 and that all Securities tendered will be accepted for payment;
(2)	the date by which the Optional Purchase Notice must be delivered pursuant to this Section 3.8 in order for a Holder to exercise the repurchase right;
(3)	the Optional Purchase Date;
(4)	the Optional Purchase Price;
(5)	the Holder's right to require the Company to purchase the Securities;
(6)	briefly, information about the Holder's right to convert the Securities;
(7)	that any Security not tendered will continue to accrue interest, including Additional Interest, if any;
(8)	the name and address of the Paying Agent and the Conversion Agent;
(9)	the Conversion Price and any adjustments thereto;
(10)	that Securities as to which an Optional Purchase Notice has been given may be converted into Common Stock pursuant to Article 4 of this Indenture only if the Optional Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(11)	the procedures the Holder must follow to exercise rights under this Section 3.8;
(12)	the procedures for withdrawing an Optional Purchase Notice, including a form of notice of withdrawal;
(13)	that the Holder must satisfy the requirements set forth in the Securities in order to convert the Securities;
(14)	that, unless the Company defaults in the payment of the Optional Purchase Price, all Securities accepted for payment pursuant to an Optional Purchase Offer shall cease to accrue interest and Additional Interest, if any, on and after the applicable Optional Purchase Date;
(15)	that Holders electing to have any Securities purchased pursuant to an Optional Purchase Offer will be required to surrender the Securities, with the Optional Purchase Notice completed, to the Paying Agent at the address specified in the notice prior to the close of business on the second Business Day preceding the applicable Optional Purchase Date;

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(16)

that Holders will be entitled to withdraw their election if the Paying Agent receives from the Holder, not later than the close of business on the second Business Day preceding the applicable Optional Purchase Date, facsimile transmission, letter or any other written form setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such Holder is withdrawing its Optional Purchase Notice; and

(17)

that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof.

     If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global Securities.

     (c) Optional Purchase Notice. A Holder may exercise its right specified in Section 3.8(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "Optional Purchase Notice") to the Paying Agent no earlier than 5:00 p.m., New York City time, on the 20^th Business Day and no later than 5:00 p.m., New York City time, on the second Business Day immediately preceding the applicable Optional Purchase Date, stating:

(1)	the certificate number of the Security which the Holder will deliver to be repurchased or the appropriate Depositary procedures if Certificated Securities have not been issued;
(2)	the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; and
(3)	that such Security shall be repurchased by the Company as of the Optional Purchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture.

A Paying Agent shall promptly notify the Company of the receipt by it of any such Optional Purchase Notice. The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Optional Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Optional Purchase Price therefor.

     (d) Effect of Optional Purchase Notice. Upon receipt by the Paying Agent of an Optional Purchase Notice, the Holder of the Security in respect of which such Optional Purchase Notice was given shall (unless such Optional Purchase Notice is withdrawn as specified in the following paragraph) thereafter be entitled to receive solely the Optional Purchase Price with respect to such Security, provided, that if an Optional Purchase Date falls after an Interest Payment Record Date and on or before an Interest Payment Date, then the interest and Additional Interest, if any, will be payable to the Holders in whose name the Securities are registered at the close of business on the Interest Payment

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Record Date. Such Optional Purchase Price shall be paid to such Holder promptly following the later of (i) the applicable Optional Purchase Date with respect to such Security (provided the conditions in Section 3.8(c) 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 3.8. Securities in respect of which an Optional Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 4 on or after the date of the delivery of such Optional Purchase Notice unless such Optional Purchase Notice has first been validly withdrawn as specified in the following paragraph.

     (e) Withdrawal. An Optional Purchase Notice may be withdrawn in whole or in a portion thereof that is a principal amount of $1,000 or an integral multiple thereof by means of a written notice (which may be delivered by mail, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of withdrawal delivered to the office of the Paying Agent in accordance with the Optional Purchase Notice at any time prior to 5:00 p.m., New York City time, on the second Business Day preceding the Optional Purchase Date, specifying:

     (i) the certificate number, if any, or the appropriate Depositary procedures, if applicable, of the Security in respect of which such notice of withdrawal is being submitted;

     (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and

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

A Paying Agent shall promptly notify the Company of the receipt by it of any such notice of withdrawal.

     (f) Deposit of Optional Purchase Price. On or before 10:00 a.m., New York City time, on an Optional Purchase Date, the Company shall deposit with a Paying Agent (other than the Company or an Affiliate of the Company) an amount of money (in immediately available funds if deposited on such Business Day), sufficient to pay the aggregate Optional Purchase Price of all the Securities or portions thereof which are to be purchased on such Optional Purchase Date. The manner in which the deposit required by this Section 3.8(f) 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 a Paying Agent shall have immediately available funds on or before 10:00 a.m. New York City time on the Optional Purchase Date.

     If the Paying Agent holds, in accordance with the terms hereof, Cash sufficient to pay the Optional Purchase Price of any Securities for which an Optional Purchase Notice has been tendered and

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not withdrawn in accordance with this Indenture, then, on such Optional Purchase Date, such Securities will cease to be outstanding, and the rights of the Holders in respect thereof shall terminate (other than the right to receive the Optional Purchase Price upon delivery of such Securities). The Company shall publicly announce the principal amount of Securities purchased pursuant to an Optional Purchase Offer on or as soon as practicable after each Optional Purchase Date.

     (g) Securities Repurchased in Part. Any Security that is to be purchased only in part shall be surrendered at the office of a Paying Agent, and promptly after the Optional Purchase Date, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge except that the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, a new Security or Securities, of 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 purchased.

     (h) Compliance With Securities Laws Upon Repurchase of Securities. In connection with any offer to purchase ------------------------------------------------------------- or purchase of Securities under Section 3.8(a) hereof, the Company shall:

     (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act, as applicable;

     (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, as applicable; and

     (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under Section 3.8 to be exercised in the time and in the manner specified therein.

     To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Company's compliance with such laws and regulations shall not in and of itself cause a breach of its obligations under this Section 3.8.

     (i) Repayment to the Company. To the extent that the aggregate amount of Cash deposited by the Company pursuant to Section 3.8(f) exceeds the aggregate Optional Purchase Price together with accrued and unpaid interest including Additional Interest, if any, thereon of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Optional Purchase Date the Trustee or a Paying Agent, as the case may be, shall return any such excess Cash to the Company.

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ARTICLE IV.
CONVERSION

Section 4.1 Conversion Privilege.

     (a) Right to Converts. Subject to the further provisions of this Article 4 and paragraph 8 of the Securities, a Holder of a Security shall have the right, at such Holder's option, to convert a Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business on the Final Maturity Date, at the Conversion Price then in effect:

     (i) if the Closing Price of the Common Stock on the Trading Day prior to the Conversion Date was 120% or more of the then current Conversion Price of such Security on such Trading Day;

     (ii) if the Company delivers a notice of redemption pursuant to Section 3.3 hereof;

     (iii) during the five consecutive Business Days after any five consecutive Trading Day period in which the average Trading Price for the Securities was less than 98% of the average Conversion Value for the Securities during such period;

     (iv) if the Company distributes to Holders of Common Stock rights entitling them to purchase Common Stock at less than the Closing Price of the Common Stock on the last Trading Day preceding the declaration for such distribution;

     (v) if the Company distributes to Holders of Common Stock assets, debt, securities or any rights to purchase the Company's securities (excluding dividends or distributions for which a Conversion Price adjustment is required to be made under Section 4.6(a) or 4.6(b)), which distribution has a per share value as determined by the Board of Directors exceeding 10% of the Closing Price of the Common Stock on the last Trading Day preceding the declaration for such distribution; or

     (vi) if the Company becomes a party to a consolidation, merger or sale of all or substantially all of the Company's assets or a Change of Control occurs pursuant to which the Common Stock would be converted into Cash, stock or other property unless all of the consideration, excluding Cash payments for fractional shares and Cash payments made pursuant to dissenters' appraisal rights, in a merger or consolidation otherwise constituting a Change in Control consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded on a national securities exchange or quoted on the NNM, or will be so traded immediately following such merger or consolidation, and as a result of such merger or consolidation the Securities become convertible solely into such common stock, depositary receipts or other securities representing common equity interests;

provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the second Business Day preceding the Redemption Date, the Change of Control Purchase Date or Optional Purchase Date, as applicable, for such Security or such earlier date as the Holder presents such Security for purchase (unless the Company shall Default in making the Redemption Price, Change of Control Purchase Price or Optional Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such Default is cured and such Security is purchased).

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     (b) Conversion Consideration. Upon conversion of a Security, the Company's Conversion Obligation shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date, except if the conversion is a Principal Value Conversion. The Company's Conversion Obligation upon any Principal Value Conversion shall be equal to the principal amount of the Security being converted plus accrued and unpaid interest and Additional Interest, if any, thereon. In addition, upon any conversion of a Security on any date on which (i) the Security is not registered under the Securities Act and is not immediately freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision), and (ii) a Registration Default exist, the number of shares of Common Stock to be delivered by the Company in satisfaction of its Conversion Obligation shall be 103% of the number of shares of Common Stock otherwise deliverable hereunder. To the extent the Company satisfies its Conversion Obligation in Cash, no additional consideration shall be paid pursuant to the preceding sentence. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4.

     (c) Conversion Limitations. A Holder may convert a portion of a Security equal to any integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security.

     A Holder of a Security is not entitled to receive any accrued and unpaid interest including Additional Interest, if any, in respect of the Security upon, or from and after, the conversion of such Security.

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

(d) Notice of Ex-Dividend Date. If the Company elects to make a distribution to holders of Common Stock pursuant to Section 4.1(a)(iv) or (v) above, the Company must notify the Holders at least 20 days prior to the ex-dividend date for such distribution. Once the Company has given such notice, a Holder may surrender its Securities for conversion at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or the Company's announcement that such distribution will not take place.

     (e) Determination of Trading Value. The Trustee shall have no obligation to determine the Trading Price of the Securities unless the Company has requested such determination. The Company shall have no obligation to make such a request unless a Holder provides the Company with a written request to determine the Trading Price of the Securities, which notice shall include reasonable evidence that the Trading Price per $1,000 principal amount of the Securities would be less than 98% of the Conversion Value. Upon receipt of any such request, within one Business Day, the Company shall instruct the Trustee or Conversion Agent, as the case may be, to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until, and only until, the Trading Price of the Securities is greater than or equal to 98% of the Conversion Value.

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     (f) Notice of Occurrence of Conversion Event. The Company will provide written notice to the Trustee upon the occurrence of any of the conversion events specified in this Section 4.1 by 10:00 a.m., New York City time, on the next Business Day following any Conversion Notice.

Section 4.2 Conversion Procedure.

     To convert a Security, a Holder must (a) complete and manually sign the Conversion Notice on the back of the Security (the "Conversion Notice") and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required, and (e) satisfy any additional requirement under paragraph 8 of the Security, if any. The date on which the Holder satisfies all of those requirements is the "Conversion Date." Upon conversion of a Security, the Company may choose to deliver shares of Common Stock, Cash or a combination of shares of Common Stock and Cash as set forth in Section 4.15. Anything herein to the contrary notwithstanding, in the case of Global Securities, Conversion Notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time.

     Each conversion shall be deemed to have been effected as to any Security (or portion thereof) as of the close of business on the later of (i) the Conversion Date, (ii) the expiration of the Cash Settlement Notice Period, or (iii) if the Company elects to pay Cash in lieu of Common Stock pursuant to Section 4.15, the expiration of the Cash Settlement Averaging Period, and the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the shares represented thereby; provided, however, that in case of any such surrender of a Security on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such shares are to be issued shall be deemed to have become the record Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered.

     No payment or adjustment will be made for dividends or distributions on Common Stock issued upon conversion of a Security.

     Except as otherwise provided in this paragraph or upon a Principal Value Conversion, no payment or adjustment will be made for accrued interest including Additional Interest, if any, on a converted Security. Securities surrendered for conversion (in whole or in part) during the period from the close of business on any record date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof presented for purchase upon a Redemption Date, a Change of Control Purchase Date or an Optional Purchase Date during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of such Security then being converted, and such interest and Additional Interest, if any, shall be payable to the registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company Defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder.

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     Nothing in this Section 4.2 shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture and the Securities. 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.

     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.

     For the avoidance of doubt, settlement in Cash or Cash and shares of Common Stock, for any conversion of a Security shall be on the first Trading Day following the last day of the Cash Settlement Averaging Period. Settlement solely in shares of Common Stock, for any conversion of a Security shall be on the third Trading Day following the final day of the Cash Settlement Notice Period.

Section 4.3 Fractional Shares.

     The Company will not issue fractional shares of Common Stock upon conversion of Securities. In lieu thereof, the Company will pay an amount in Cash for the current market value of the fractional shares. The current market value of a fractional share shall be determined (calculated to the nearest 1/1000^th of a share) by multiplying the Closing Price of the Common Stock on the Trading Day immediately prior to the Conversion Date by such fractional share and rounding the product to the nearest whole cent.

Section 4.4 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 certificate 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 regulation.

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Section 4.5 Company to Reserve 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 into shares of Common Stock.

     All shares of Common Stock delivered upon conversion of the Securities shall be duly authorized, validly issued, fully paid and nonassessable 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 on the NNM or other over-the-counter market or such other market on which the Common Stock is then listed or quoted; provided, however, that if rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Securities into Common Stock in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issuable upon conversion of the Securities in accordance with the requirements of such automated quotation system or exchange at such time. Any Common Stock issued upon conversion of a Security hereunder which at the time of conversion was a Restricted Security will also be a Restricted Security.

Section 4.6 Adjustment of Conversion Price.

     The conversion price as stated in paragraph 8 of the Securities (the "Conversion Price") shall be adjusted from time to time by the Company as follows (without duplication):

     (a) In case the Company shall (i) pay a dividend on its Common Stock in shares of Common Stock, (ii) make a distribution on its Common Stock in shares of Common Stock, (iii) subdivide its outstanding Common Stock into a greater number of shares, or (iv) combine or reclassify its outstanding Common Stock into a smaller number of shares, 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 that number of shares of Common Stock which it would have owned had such Security been converted immediately prior to the record date of such event or the happening of such event, as appropriate. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision, combination or classification.

     (b) In case the Company shall issue rights or warrants to all or substantially all holders of its Common Stock entitling them (for a period commencing no earlier than the record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the Current Market Price per share of Common Stock on the record date for the determination of shareholders entitled to receive such rights or warrants, the Conversion Price in effect immediately prior to the date of issuance shall be adjusted so that the same shall equal the price

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determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate conversion price of the convertible securities so offered, which shall be determined by multiplying the number of shares of Common Stock issuable upon conversion of such convertible securities by the conversion price per share of Common Stock pursuant to the terms of such convertible securities) would purchase at the Current Market Price per share of Common Stock on such record date, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights or warrants are exercisable not all such rights or warrants shall have been exercised, the adjusted Conversion Price shall be immediately readjusted to what it would have been based upon 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).

(c) In case the Company shall distribute to all or substantially all of the holders of its Common Stock any shares of capital stock of the Company (other than Common Stock), evidences of indebtedness or other non-Cash assets (including securities of any person other than the Company but excluding (1) dividends or distributions paid exclusively in Cash or (2) dividends or distributions referred to in subsection (a) of this Section 4.6), or shall distribute to all or substantially all of the holders of its Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (b) of this Section 4.6 and also excluding the distribution of rights to all holders of Common Stock pursuant to a Rights Plan (as defined below)), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Price by a fraction of which the numerator shall be the Current Market Price per share 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, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of the capital stock, evidences of indebtedness or other non-Cash assets so distributed or of such rights or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date), and of which the denominator shall be the Current Market Price per share of the Common Stock on such record date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. In the event that a record date for any dividend or distribution referred to in this subsection (c) occurs, but such dividend or distribution is not then paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect if such dividend or distribution had not been declared.

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     In the event the then fair market value (as so determined) of the portion of the capital stock, evidences of indebtedness or other non-Cash assets so distributed or of such rights or warrants applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of the Common Stock on such record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of a Security shall have the right to receive upon conversion the amount of capital stock, evidences of indebtedness or other non-Cash assets so distributed or of such rights or warrants such holder would have received had such holder converted each Security on such record date. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 4.6(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Stock.

     With respect to rights to purchase preferred shares or shares of Common Stock issued pursuant to any rights that may be issued or distributed pursuant to any shareholders' rights plan that the Company implements after the date of this Indenture (any rights that may be issued pursuant to any such future rights plan being referred to as a "Rights Plan"), upon conversion of the Securities into Common Stock, to the extent that such Rights Plan is in effect upon such conversion, each Holder of Securities will receive, in addition to the Common Stock, the rights described therein (whether or not the rights have separated from the Common Stock at the time of conversion), unless such Holder is specifically excluded from securing such rights by any Rights Plan. Any distribution of rights or warrants pursuant to the Rights Plan in accordance with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 4.6(c).

     Rights or warrants, other than rights issued pursuant to a Rights Plan, distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 4.6 (and no adjustment to the Conversion Price under this Section 4.6 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Price shall be made in accordance with this Section 4.6(c). If any such right or warrant is subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution or deemed distribution of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Price under this Section 4.6 was made, (1) in the case of any such rights or warrants 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 or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Price shall be readjusted as if such rights and warrants had not been issued.

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     (d) In case the Company shall, by dividend or otherwise, at any time make a distribution (a "Triggering Distribution") to all or substantially all holders of its Common Stock consisting exclusively of Cash on the Business Day (the "Determination Date") immediately preceding the day on which such Triggering Distribution is declared by the Company multiplied by the number of shares of Common Stock outstanding on the Determination Date (excluding shares held in the treasury of the Company), the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the Determination Date by a fraction of which the numerator shall be the Current Market Price per share of the Common Stock on the Determination Date less the quotient of (y) the sum of the aggregate amount of Cash so distributed, paid or payable pursuant to the Triggering Distribution divided by (z) the number of shares of Common Stock outstanding on the Determination Date and the denominator shall be such Current Market Price per share of the Common Stock on the Determination Date, such reduction to become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid.

(e) In the event any tender offer or exchange offer made by the Company or any of its Subsidiaries for Common Stock shall expire and the Company shall pay for Purchased Shares (as defined below) an aggregate consideration in an amount (determined as the sum of the aggregate amount of Cash consideration and the aggregate fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee thereof) of any other consideration) that, as of the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer exceeds 110% of the Current Market Price per share of Common Stock at the Expiration Time, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the last date tenders or exchanges may be made pursuant to such tender or exchange offer (the "Expiration Date") by a fraction of which the numerator shall be the product of the number of shares of Common Stock outstanding (including Purchased Shares but excluding any shares held in the treasury of the Company) at the Expiration Time multiplied by the Current Market Price per share of the Common Stock on the Trading Day next succeeding the Expiration Date and the denominator shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to shareholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares and excluding any shares held in the treasury of the Company) at the Expiration Time and the Current Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Date, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Date. In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of shares actually purchased. If the application of this Section 4.6(e) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer under this Section 4.6(e).

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     For purposes of this Section 4.6(e), the term "tender offer" shall mean and include both tender offers and exchange offers, all references to "purchases" of shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to "tendered shares" (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers.

     After any adjustment to the Conversion Price is made in accordance with Section 4.6(d) or (e), no distribution or consideration (including the Triggering Distribution) that is taken into account in making such adjustment shall again be taken into account for any future or other adjustments made in accordance with Section 4.6.

     For the purpose of any computation under subsections (b), (c), (d) and (e) of this Section 4.6, the current market price (the "Current Market Price") per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices for the 30 consecutive Trading Days commencing 10 Trading Days before (i) the Determination Date or the Expiration Date, as the case may be, with respect to distributions or tender offers under subsection (d) or (e) of this Section 4.6 or (ii) the record date with respect to distributions, issuances or other events requiring such computation under subsection (b) or (c) of this Section 4.6. If no such Closing Prices are available, the Current Market Price per share shall be the fair value of a share of Common Stock as determined by the Board of Directors (which shall be evidenced by an Officers' Certificate delivered to the Trustee).

     In any case in which this Section 4.6 shall require that an adjustment be made following a record date or a Determination Date or Expiration Date, as the case may be, established for purposes of this Section 4.6, 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 or Determination Date or Expiration 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 prepared by the Company of the right to receive such shares. If any distribution in respect of which an adjustment to the Conversion Price is required to be made as of the record date or Determination Date or Expiration Date therefor is not thereafter made or paid by the Company for any reason, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or such effective date or Determination Date or Expiration Date had not occurred.

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Section 4.7 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 4.7 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 thousandth of a share, as the case may be.

     No adjustment need be made for issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest or for a change in the par value or a change to no par value of the Common Stock.

Section 4.8 Other Adjustments.

     (a) In the event that, as a result of an adjustment made pursuant to Section 4.6 hereof, the Holder of any Security thereafter surrendered for conversion shall become entitled to receive any shares of Capital Stock of the Company other than Common Stock, thereafter the Conversion Price of such other shares so receivable upon conversion of any Security 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.

     (b) In the event that shares of Common Stock are not delivered after the expiration of any of the rights or warrants referred to in Sections 4.6(b) and (c) hereof, the Conversion Price shall be readjusted to the Conversion Price which would otherwise be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered.

     (c) Except as set forth in this Article 4, the Company shall not adjust the Conversion Price for (i) the issuance of its Common Stock or any securities convertible into or exchangeable therefor or (ii) the right to purchase its Common Stock or any securities convertible or exchangeable therefor.

Section 4.9 Adjustment for Tax Purposes.

     The Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by Section 4.6, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of shares, distributions of rights to purchase stock or securities or distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable.

Section 4.10 Notice of Adjustment.

     Whenever the Conversion Price or conversion privilege is adjusted as herein provided, 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. Unless and until the Trustee shall receive an Officers' Certificate setting forth an adjustment of the Conversion Price, the Trustee may assume without inquiry that the Conversion Price has not been adjusted and that the last Conversion Price of which it has knowledge remains in effect.

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Section 4.11 Notice of Certain Transactions.

In the event that:

(a) the Company takes any action which would require an adjustment in the Conversion Price;

(b) the Company consolidates or merges with, or transfers all or substantially all of its property and assets to, another corporation and shareholders of the Company must approve the transaction; or

(c) there is a dissolution or liquidation of the Company,

the Company shall mail to Holders and file with the Trustee a notice stating the proposed record or effective date, as the case may be, of such event. The Company shall mail the notice at least ten days before such date. Failure to mail such notice or any defect therein shall not affect the validity of any transaction referred to in clause (a), (b) or (c) of this Section 4.11.

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

     If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination 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 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any Person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, 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 upon such reclassification, change, combination, consolidation, merger, 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, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent, as the Board of Directors shall reasonably consider in good faith to be practicable, to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including Cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.12 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances.

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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 Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including Cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Section 4.13 Trustee's Disclaimer.

     The Trustee shall have 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, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.10. The Trustee 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.

     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 fully 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 and if the reduction is irrevocable during the period if the Company's Board of Directors determines that such reduction would be in the best interest of the Company or to avoid or diminish income tax to holders of shares of Common Stock in connection with a dividend or distribution of stock or similar event, and the Company provides 15 days prior notice of any reduction in the Conversion Price; provided, however, that in no event may the Company reduce the Conversion Price to be less than the par value of a share of Common Stock or require shareholder approval under NNM rules in effect at the time of the reduction, unless the requisite number of the Company's shareholders shall have duly approved such reduction.

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Section 4.15 Payment of Cash in Lieu of Common Stock.

     (a) Settlement Election Timing. If a Holder elects to convert all or any portion of a Security into shares of Common Stock as set forth in this Section 4 and the Company receives such Holder's Conversion Notice on or prior to the day that is 20 days prior to the Final Maturity Date (the "Final Notice Date"), the Company may choose to satisfy all or any portion of its conversion obligation (the "Conversion Obligation") in Cash. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following receipt of written notice of conversion as specified in Section 4.2 (such period, the "Cash Settlement Notice Period"). If no such notice is given by the Company, then all of such Conversion Obligation will be satisfied through the delivery of Common Stock. If the Company elects to pay Cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract the Conversion Notice at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (a "Conversion Retraction Period"); no such retraction can be made (and a Conversion Notice shall be irrevocable) if the Company does not elect to deliver Cash in lieu of shares (other than Cash in lieu of fractional shares). If the Conversion Notice has not been retracted, then settlement in Cash or Cash and shares of Common Stock, will occur on the Trading Day following the final day of the five Trading Day period beginning on the first Trading Day after the final day of the Conversion Retraction Period (the "Cash Settlement Averaging Period").

     (b) Settlement Amounts.

(i) Except as provided in clauses (ii) and (iii) below, settlement amounts will be computed as follows:
	(A) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Company will deliver to such Holder a number of shares equal to (1) the principal amount of the Securities to be converted divided by 1,000, multiplied by (2) the Conversion Rate;      (B) if the Company elects to satisfy the entire Conversion Obligation in Cash, the Company will deliver to such Holder Cash in an amount equal to the product of:
		(1) a number equal to (x) the principal amount of the Securities to be converted divided by 1,000, multiplied by (y) the Conversion Rate, and      (2) the average Closing Price of the Common Stock during the Cash Settlement Averaging Period; and
	(C) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in Cash (the "Partial Cash Amount"), the Company will deliver to such Holder the Partial Cash Amount and a number of shares equal to (1) the Cash settlement amount determined pursuant to clause (B) above minus such Partial Cash Amount divided by (2) the average of the Closing Prices of the Common Stock during the Cash Settlement Averaging Period.

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(ii) Except as provided in clause (iii) below, settlement amounts in connection with any Principal Value Conversion will be computed as follows:
	(A) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Company will delivery to such Holder a number of shares equal to (1) the principal amount of the Securities to be converted plus accrued and unpaid interest and Additional Interest, if any, thereon divided by (2) the Principal Value Conversion Stock Valuation;      (B) if the Company elects to satisfy the entire Conversion Obligation in Cash, the Company will deliver to such Holder Cash in an amount equal to the principal amount of the Securities to be converted plus accrued and unpaid interest and Additional Interest, if any, thereon.      (C) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in Cash, the Company will deliver to such Holder the Partial Cash Amount and a number of shares equal to (1) the Cash settlement amount determined pursuant to clause (B) above minus such Partial Cash Amount divided by (2) the Principal Value Conversion Stock Valuation.
The "Principal Value Conversion Stock Valuation" shall be the greater of (x) the Conversion Price on the Conversion Date, and (y) the average of the Closing Price of the Common Stock for the five Trading Day period beginning on the third Trading Day after the Conversion Date.
(iii) If on any Conversion Date (x) the Security is not registered under the Securities Act and is not immediately freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision), and (y) a Registration Default exists, then, in lieu of the number of shares of Common Stock deliverable by the Company computed pursuant to clause (i) or (ii) above, the Company shall deliver one hundred and three percent (103%) of such number of shares of Common Stock.

     (c) Conversions After the Final Notice Date. If a Holder elects to convert all or any portion of a Security into shares of Common Stock as set forth in Section 4.1 and the Company receives such Conversion Notice after the Final Notice Date, if the Company chooses to satisfy all or any portion of the Conversion Obligation in Cash, the Company will have previously notified the Holders through the Trustee of the dollar amount to be satisfied in Cash at any time on or before the Final Notice Date. Upon such election, the Company will have notified the Holders through the Trustee of the dollar amount to be satisfied in Cash (which must be expressed either as 100% or as a fixed dollar amount) at any time on or before the Final Notice Date. Settlement amounts and settlement dates will be computed in the same manner as set forth above except that the Cash Settlement Averaging Period shall be the five Trading Day period beginning on the day after receipt of the Conversion Notice (or in the event the Company receives the Conversion Notice on the Business Day prior to the Final Maturity Date, the five Trading Day period beginning on the day after the Final Maturity Date). Settlement in Cash or Cash and shares of Common Stock, will occur on the Trading Day following the final day of such Cash Settlement Averaging Period. Settlements solely in shares of Common Stock will occur on the third Trading Day following the final day of the Cash Settlement Notice Period.

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ARTICLE V.
COVENANTS

Section 5.1 Payment of Securities.

     The Company shall promptly make all payments in respect of the Securities on the dates and in the manner provided in the Securities and this Indenture. An installment of principal, interest, Additional Interest, if any, or Change of Control Purchase Price, Optional Purchase Price or Redemption Price shall be considered paid on the date it is due if the Paying Agent (other than the Company or an Affiliate thereof) holds by 10:00 a.m., New York City time, on that date money, deposited by the Company or an Affiliate thereof, sufficient to pay the installment. The Company shall, to the fullest extent permitted by law, pay (in immediately available funds) interest on overdue principal and overdue installments of interest including Additional Interest, if any, at the rate borne by the Securities per annum.

Section 5.2 Maintenance of Office or Agency.

     The Company shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) of a Paying Agent, Conversion Agent or Registrar where Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails 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.

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

     The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.3.

Section 5.3 SEC Reports.

     (a) The Company shall ensure delivery to the Trustee within 15 calendar days after it files such annual and quarterly reports, information, documents and other reports with the SEC, copies of its annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act in accordance with TIA Section 314(a). In the event the Company

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is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall continue to provide the Trustee with reports containing substantially the same information as would have been required to be filed with the SEC had the Company continued to have been subject to such reporting requirements. In such event, such reports shall be provided at the times the Company would have been required to provide reports had it continued to have been subject to such reporting requirements. The Company also shall comply with the other provisions of TIA Section 314(a). 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 conclusively on Officer's Certificates). The Trustee shall have no duty or responsibility to review such reports, information or documents.

     (b) The Company intends to file the reports referred to in Section 5.3(a) above with the SEC in electronic form pursuant to Regulation S-T of the SEC using the SEC's Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system. The Company shall notify the Trustee in the manner prescribed herein of each such filing. The Trustee is hereby authorized and directed to access the EDGAR system for purposes of retrieving the reports so filed. Compliance with the foregoing shall constitute delivery by the Company of such reports to the Trustee in compliance with the provisions of TIA Section 314(a). The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the SEC, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of the reports, information and documents to the Trustee pursuant to this Section 5.3(b) shall be solely for the purposes of compliance with this Section 5.3(b) and with TIA Section 314(a). The Trustee's receipt of such reports, information and documents shall not constitute notice to it of the consent thereof or of any matter determinable from the content thereof, including the Company's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officer's Certificates.

Section 5.4 Compliance Certificates.

     The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company (beginning with the fiscal year ending December 31, 2003), 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 Default or Event of Default. 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 5.4, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture.

Section 5.5 Further Instruments and Acts.

     Upon written 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.

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Section 5.6 Maintenance of Corporate Existence.

     Subject to Article 6, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

Section 5.7 Rule 144A Information Requirement.

     Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, upon the request of any Holder or beneficial holder of the Securities or any Common Stock issued upon conversion thereof which continue to be Restricted Securities, make available to such Holder or beneficial holder of Securities or such Common Stock in connection with any sale thereof and any prospective purchaser of Securities or such Common Stock designated by such Holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act and it will take such further action as any Holder or beneficial holder of such Securities or such Common Stock may reasonably request, all to the extent required from time to time to enable such Holder or beneficial holder to sell its Securities or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time.

Section 5.8 Stay, Extension and Usury Laws.

     The Company covenants (to the extent that it may lawfully do so) that it shall 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 or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest, including Additional Interest, if any, on the Securities as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture, and the Company (to the extent it may lawfully do 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 5.9 Payment of Additional Interest.

     If Additional Interest is 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 and (ii) the date on which such Additional Interest is payable. Unless and until a Trust Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment.

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ARTICLE VI.
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 6.1 Company May Consolidate, Etc., Only on Certain Terms.

     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, unless:

     (a) (i) the Company is the surviving corporation or (ii) in case the Company shall consolidate with or merge into another Person (in a transaction in which the Company is not the surviving corporation) 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 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 hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture, and the conversion rights shall be provided for in accordance with Article 4 by such Person under such supplemental indenture;

(b) immediately after giving effect to 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 6 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 6.2 Successor 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 6.1, 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, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor Person, such predecessor Person and the Trustee shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and, if applicable, the release and discharge of such predecessor Person.

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ARTICLE VII.
DEFAULT AND REMEDIES

Section 7.1 Events of Default.

     An "Event of Default" shall occur if:

     (a) the Company defaults in the payment of any principal of any Security when the same becomes due and payable;

     (b) the Company defaults in the payment of any interest including Additional Interest, if any, payable on any Security when the same becomes due and payable and the Default continues for a period of 30 days;

     (c) the Company fails to comply with any of its other agreements or covenants contained in the Securities or this Indenture and such failure continues for 60 days after there shall have been given a Notice of Default hereunder;

     (d) the Company defaults in the payment of the Redemption Price, Change of Control Purchase Price or Optional Purchase Price of any Security when the same becomes due and payable upon a Redemption Date, Change of Control Purchase Date, Optional Purchase Date or otherwise;

     (e) the Company fails to issue Cash, Common Stock or a combination thereof upon conversion of Securities by a Holder in accordance with the provisions of Article 4 hereof;

     (f) the Company fails to provide notice of a Change of Control when required by Section 3.7 hereof;

     (g) any indebtedness under any bond, note or other evidence of indebtedness for money borrowed by the Company or any Significant Subsidiary or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company or any Significant Subsidiary (an "Instrument") with a principal amount then outstanding in excess of U.S. $10,000,000, whether such indebtedness now exists or shall hereafter be created, is not paid at final maturity of the Instrument (either at its stated maturity or upon acceleration thereof), and such indebtedness is not discharged, or such acceleration is not rescinded or annulled, within a period of 30 days after there shall have been given a Notice of Default hereunder; or

     (h) the Company or any Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

     (i) commences a voluntary case or proceeding;

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

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(iii) consents to the appointment of a Custodian of it or for all or substantially all of its property;      (iv) makes a general assignment for the benefit of its creditors; or      (v) 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 property of the Company or any Significant Subsidiary; or      (C) orders the liquidation of the Company or any Significant Subsidiary.

And, in each case described in this clause (v), the order or decree remains unstayed and in effect for 60 consecutive days.

     The term "Notice of Default" means a written notice given by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Securities then outstanding that specifies such Default and states that such notice is a "Notice of Default" hereunder. The term "Bankruptcy Law" means Title 11 of the United States Code (or any successor thereto) or any similar federal or state law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

     When any Default under this Section 7.1 is cured, it ceases.

Section 7.2 Acceleration.

     If an Event of Default (other than an Event of Default specified in Section 7.1(h)) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, declare all unpaid principal, together with all accrued and unpaid 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 7.1(h) occurs, all unpaid principal, together with all accrued and unpaid interest including Additional Interest, if any, of 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 Holder. The obligations of the Company under this Indenture are not intended to and shall not be construed to provide creditors' rights in any Insolvency or Bankruptcy Proceeding for amounts in excess of the principal amount of the Securities plus accrued and unpaid interest and Additional Interest, if any, plus obligations of the Company to the Trustee pursuant to Section 8.7.

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     The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 8.7 have been made. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Section 7.3 Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may, but shall not be obligated to, pursue any available remedy by proceeding at law or in equity to collect the payment of the principal of and interest and Additional Interest, if any, on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

     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 7.4 Waiver of Defaults and Events of Default.

     Subject to Sections 7.2, 7.7 and 9.2, the Holders of a majority of the aggregate principal amount of the Securities then outstanding by written notice to the Trustee may waive an existing Default or Event of Default and its consequence, except a Default or Event of Default in the payment of the principal of or interest and Additional Interest, if any, on any Security (including payment of the Change of Control Purchase Price, Optional Purchase Price or Redemption Price in connection with a Change of Control Offer, Optional Purchase Offer, or Redemption Date as the case may be), a failure by the Company to convert any Securities into Cash, Common Stock or any combination thereof or any Default or Event of Default in respect of any provision of this Indenture or the Securities which, under Section 9.2, cannot be modified or amended without the consent of the Holder of each Security affected. When a Default or Event of Default is waived, it is cured and ceases.

Section 7.5 Control by Majority.

     The Holders of a majority in aggregate 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, that the Trustee determines may be unduly prejudicial to the rights of another Holder or the Trustee, or that may involve the Trustee in personal liability unless the Trustee is offered reasonable indemnity satisfactory to it; provided, however, 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 7.6 Limitations on Suits.

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

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

     (b) the Holders of at least a majority in aggregate principal amount of the then outstanding Securities make a written request to the Trustee to pursue the remedy;

     (c) such Holder or Holders offer to the Trustee reasonable indemnity to the Trustee against any loss, liability or expense;

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

     (e) 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 aggregate principal amount of the Securities then outstanding.

     A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over such other Securityholder.

Section 7.7 Rights of Holders to Receive Payment and to Convert.

     Notwithstanding any other provision of this Indenture, the right of any Holder of a Security to receive payment of the principal of and interest and Additional Interest, if any, on the Security, on or after the respective due dates expressed in the Security and this Indenture, to convert such Security in accordance with Article 4 and to bring suit for the enforcement of any such payment on or after such respective dates or the right to convert, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder.

Section 7.8 Collection Suit by Trustee.

     If an Event of Default in the payment of principal or interest or Additional Interest, if any, specified in clause (a) or (b) of Section 7.1 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 and Additional Interest, if any, remaining unpaid, together with, to the extent that payment of such interest is lawful, interest on overdue principal and 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, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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Section 7.9 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 Holders 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 money 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 Holder 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 Holders, 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 8.7, 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, any and all distributions, dividends, money, securities and other property which the Holders 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, on behalf of any Holder, to authorize, accept or adopt 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 Holder in any such proceeding.

Section 7.10 Priorities.

     If the Trustee collects any money pursuant to this Article 7, it shall pay out the money in the following order:

     First, to the Trustee for amounts due under Section 8.7;

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

     Third, the balance, if any, to the Company.

     The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 7.10.

Section 7.11 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 and expenses, 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 7.11 does not apply to a suit made by the Trustee, a suit by a Holder pursuant to Section 7.7, or a suit by Holders of more than 25% in aggregate principal amount of the Securities then outstanding.

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ARTICLE VIII.
TRUSTEE

Section 8.1 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

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

(i) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others; and

(ii) 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 any certificates and opinions which by any provision hereof are specifically required to be delivered to the Trustee to determine whether or not they conform to the requirements of this Indenture.

     (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of subsection (b) of this Section 8.1;

(ii) 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; and

(iii) 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 7.5.

     (d) 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 unless the Trustee shall have received adequate indemnity in its opinion against potential costs and liabilities incurred by it relating thereto.

     (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c) and (d) of this Section 8.1.

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     (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 8.2 Rights of Trustee.

     Subject to Section 8.1 and its duties and responsibilities under the TIA:

     (a) The Trustee may rely conclusively 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) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel, or both, which shall conform to Section 10.4(b). The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel.

(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 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 such action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

     (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(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, note, 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.

(h) 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, and such notice references the Securities and this Indenture.

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(i) 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 each agent, custodian and other Person employed to act hereunder.

(j) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

Section 8.3 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 8.10 and 8.11.

Section 8.4 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 any statement in the Securities other than its certificate of authentication.

Section 8.5 Notice of Default or Events of Default.

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

Section 8.6 Reports by Trustee to Holders.

     If such report is required by TIA Section 313, within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Securityholder a brief report dated as of such May 15 that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 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 any stock exchange or listed or admitted to trading on any quotation system and any changes in the stock exchanges or quotation systems on which the Securities are listed or admitted to trading and of any delisting thereof.

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Section 8.7 Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time such compensation (as agreed to from time to time by the Company and the Trustee in writing) for its services (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 the Trustee's agents and counsel.

     The Company shall indemnify the Trustee or any predecessor Trustee (which for purposes of this Section 8.7 shall include its officers, directors, employees and agents) for, and hold it harmless against, any and all loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) and reasonable legal fees and expenses incurred by it in connection with the acceptance or administration of 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 reasonable costs and expenses of the Trustee and its counsel in defending itself against any claim 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 Company need not pay for any settlement of any such claim without its prior written consent, which shall not be unreasonably withheld.

     Notwithstanding anything to the contrary herein, the Company need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by it resulting from its negligence, bad faith or willful misconduct.

     To secure the Company's payment obligations in this Section 8.7, the Trustee shall have a senior claim to which the Securities are hereby made subordinate on all money or property held or collected by the Trustee, except such money or property held in trust to pay the principal of and interest, including Additional Interest, if any, on the Securities. The obligations of the Company under this Section 8.7 shall survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee.

     When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.1(h) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 8.7 shall survive resignation or removal of the Trustee and the termination of this Indenture.

Section 8.8 Replacement of Trustee.

     The Trustee may resign by so notifying the Company. The Holders of a majority in aggregate principal amount of the Securities then outstanding may remove the Trustee by so notifying the Trustee and may, with the Company's written consent, appoint a successor Trustee. The Company may remove the Trustee if:

     (a) the Trustee fails to comply with Section 8.10;

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

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

     (d) the Trustee becomes incapable of acting.

     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. The resignation or removal of a Trustee shall not be effective until a successor Trustee shall have delivered the written acceptance of its appointment as described below.

     If a successor Trustee does not take office within 45 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of 25% in principal amount of the Securities then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Company.

     If the Trustee fails to comply with Section 8.10, any Holder 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 Trustee shall transfer all property held by it as Trustee to the successor Trustee and be released from its obligations (exclusive of any liabilities that the retiring 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 Holder.

     A retiring Trustee shall not be liable for the acts or omissions of any successor Trustee after its succession.

     Notwithstanding replacement of the Trustee pursuant to this Section 8.8, the Company's obligations under Section 8.7 shall continue for the benefit of the retiring Trustee.

Section 8.9 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 Person, the resulting, surviving or transferee entity, without any further act, shall be the successor Trustee, provided such transferee entity shall qualify and be eligible under Section 8.10. Such successor Trustee shall promptly mail notice of its succession to the Company and each Holder.

Section 8.10 Eligibility; Disqualification.

     The Trustee shall always satisfy the requirements of paragraphs (1), (2) and (5) of TIA Section 310(a). The Trustee (or its parent holding company) shall have a combined capital and surplus of at least $50,000,000. If at any time the Trustee shall cease to satisfy any such requirements, it shall resign immediately in the manner and with the effect specified in this Article 8. The Trustee shall be subject to the provisions of TIA Section 310(b). Nothing herein shall prevent the Trustee from filing with the SEC the application referred to in the penultimate paragraph of TIA Section 310(b).

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Section 8.11 Disqualification; Conflicting Interests.

     If the Trustee has or shall acquire a conflicting interest within the meaning of the TIA and an Event of Default occurs, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture.

Section 8.12 Preferential Collection of Claims Against Company.

     The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE IX.
AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.1 Without Consent of Holders.

     Notwithstanding Section 9.2 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without notice to or consent of any Holder:

     (a) to comply with Sections 4.12, 6.1 and 6.2;

      (b) to cure any ambiguity, omission, defect or inconsistency;

     (c) to make any other change that does not adversely affect the rights of any Holder;

     (d) to comply with the provisions of the TIA, to comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA or to make any change necessary for the registration under the Securities Act of the Securities or the Common Stock issuable upon conversion of the Securities;

     (e) to add to the covenants of the Company for the equal and ratable benefit of the Securityholders or to surrender any right, power or option conferred upon the Company; or

     (f) to appoint a successor Trustee.

Section 9.2 With Consent of Holders.

     The Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent of the Holders of at least a majority of the aggregate principal amount of the Securities then outstanding. The Holders of at least a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities without notice to any Holder. However, notwithstanding the foregoing but subject to Section 9.4, without the written consent of each Securityholder affected, an amendment, supplement or waiver, including a waiver pursuant to Section 7.4, may not:

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(a) change the record date or payment date or Stated Maturity Date of the principal of, or interest or Additional Interest, if any, on any Security;

     (b) reduce the principal amount of or interest on, including Additional Interest, if any, on any Security;

     (c) reduce the amount of principal payable upon acceleration of the maturity of any Security or purchase price payable in connection with any redemption pursuant to Section 3.1, a Change of Control or an Optional Purchase Offer;

      (d) change the place or currency of payment of principal of or any interest, including Additional Interest, if any, on any Security;

     (e) extend the time for payment or otherwise waive a Default or Event of Default in the payment of principal of or interest and Additional Interest, if any, on any Security;

     (f) impair the right to institute suit for the enforcement of any payment on, or with respect to, any Security;

     (g) modify the provisions with respect to the purchase right of Holders upon a redemption by the Company pursuant to Section 3.1, a Change of Control or an Optional Purchase Offer in a manner adverse to Holders;

     (h) adversely affect the right of Holders to convert Securities other than as provided in or under Article 4 of this Indenture;

     (i) reduce the percentage of the aggregate principal amount of the outstanding Securities whose Holders must consent to a modification or amendment of this Indenture;

     (j) reduce the percentage of the aggregate principal amount of the outstanding Securities necessary for the waiver of compliance with provisions of this Indenture or the waiver of Defaults under this Indenture; and

(k) modify any of the provisions of this Section 9.2 or Section 7.4, except to increase the percentage described in clause (j) immediately above or to provide that certain provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby.

     It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

     After an amendment, supplement or waiver under this Section 9.2 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.

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Section 9.3 Compliance with Trust Indenture Act.

     Every amendment to or supplement of this Indenture or the Securities shall comply with the TIA as in effect at the date of such amendment or supplement. In the event of any conflict between this Indenture and the TIA, the terms of the TIA shall govern.

Section 9.4 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 its 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 (k) of Section 9.2. 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 9.5 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.

Section 9.6 Trustee to Sign Amendments, Etc.

     The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, in its sole discretion, but need not sign it. In signing or refusing to sign such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 8.1, shall be fully protected in relying upon, an Opinion of Counsel stating that such amendment or supplemental indenture is authorized or permitted by this Indenture in addition to the documents required by Section 10.4. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

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Section 9.7 Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article 9, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

ARTICLE X.
MISCELLANEOUS

Section 10.1 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, such imposed duties shall control.

Section 10.2 Notices.

     Any demand, authorization, notice, request, consent or communication shall be given in writing and delivered in person or mailed by first-class mail (certified or registered, return receipt requested), postage prepaid, addressed as follows or transmitted by facsimile transmission (confirmed by delivery in person or mail by first-class mail, postage prepaid, or by guaranteed overnight courier) to the following facsimile numbers:

                    If to the Company, to:

                    RadiSys Corporation
                    5445 N. E. Dawson Creek Drive
                    Hillsboro, OR 97124
                    Attention: Treasurer
                    Facsimile No.: (503) 615-1115

                    if to the Trustee, to:

JPMorgan Chase Bank
4 New York Plaza, 15th Floor
New York, NY 10004
Attention: Institutional Trust Services
Facsimile No.: (212) 623-6215

     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 notices or communications.

     Any notice or communication mailed to a Securityholder shall be mailed by first-class mail, certified or registered, return receipt requested, or delivered by an overnight delivery service guaranteeing next day delivery to it at its address shown on the register kept by the Primary Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.

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     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, whether or not the addressee receives it.

Section 10.3 Communications by Holders With Other Holders.

     Securityholders may communicate pursuant to TIA Section 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 Section 312(c).

Section 10.4 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:

     (i) 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

     (ii) an Opinion of Counsel (which must include the statements set forth in Section 10.4(b)) 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.

(b) Each Officers' Certificate and Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture must comply with the provisions of TIA § 314(c) and must include:

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

(ii) 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;

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

(iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with;

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provided however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers' Certificate or certificates of public officials.

Section 10.5 Record Date for Vote or Consent of Securityholders.

     The Company may set a record date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture, which record date shall not be more than 30 days prior to the date of the commencement of solicitation of such action. Notwithstanding the provisions of Section 9.4, if a record date is fixed, those persons who were Holders of Securities at the close of business on 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 10.6 Rules by Trustee, Paying Agent, Registrar and Conversion Agent.

     The Trustee may make reasonable rules (not inconsistent with the terms of this Indenture) for action by or at a meeting of Holders. Any Registrar, Paying Agent or Conversion Agent may make reasonable rules for its functions.

Section 10.7 Legal Holidays.

     A "Legal Holiday" is a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York, New York and the state in which the Corporate Trust Office is located are not required to be open. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

Section 10.8 Governing Law.

     This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws.

     The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Indenture or the Securities.

Section 10.9 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 of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 10.10 No Recourse Against Others.

     All liability described in paragraph 16 of the Securities of any director, officer, employee or shareholder, as such, of the Company is waived and released.

64

Section 10.11 Successors.

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

Section 10.12 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 10.13 Separability.

     In case any provisions 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 10.14 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.

(Signature Pages Follow)

65

     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the date and year first above written.

RADISYS CORPORATION
By:	/s/ Julia A. Harper
	Name: Julia A. Harper Title: Chief Financial Officer

66

JPMORGAN CHASE BANK, as Trustee
By:	/s/ Carol Ng
	Name: Carol Ng Title: Vice President

67

EXHIBIT A
[FORM OF FACE OF SECURITY]

     "UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO RADISYS CORPORATION (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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A 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."¹

     "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."²

     "THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE

¹ This paragraph to be included only if the Security is a Global Security.
² This paragraph to be included only if the Security is a Restricted Security.

A-1

TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."³

     "THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT."⁴

RADISYS CORPORATION

No.: _____

CUSIP: 750459 AC 3⁵
750459 AD1⁶
ISIN: US750459 AC36⁷
US750459 AD19⁸

1-3/8% CONVERTIBLE SENIOR NOTES DUE NOVEMBER 15, 2023

     RADISYS CORPORATION, an Oregon corporation (the "Company", which term shall include any successor corporation under the Indenture referred to on the reverse hereof), promises to pay to ________________, or registered assigns, the principal sum of _____________________________________________________ Dollars ($______________) on November 15, 2023 [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Securities on the other side of this Security].⁹

Interest Payment Dates: May 15 and November 15
Record Dates: May 1 and November 1

This Security is convertible as specified on the other side of this Security. Additional provisions of this Security are set forth on the other side of this Security.

(Signature Page Follows)

³ This paragraph to be included only if the Security is a Restricted Security.
⁴ This paragraph to be included only if the Security is a Restricted Security.
⁵ CUSIP Number if the Security is a Restricted Security.
⁶ CUSIP Number if the Security is not a Restricted Security.
⁷ ISIN Number if the Security is a Restricted Security.
⁸ ISIN Number if the Security is not a Restricted Security.
⁹ This phrase should be included only if the Security is a Global Security.

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

RADISYS CORPORATION
By:
	Name:                                        Title:

Attest:

_______________________________

Name: __________________________
Title: ___________________________
Dated: __________________________

Trustee's Certificate of
Authentication: This is one of the
Securities referred to in the within-
mentioned Indenture.

JPMORGAN CHASE BANK, as Trustee

_______________________________
Authorized Officer

A-3

[FORM OF REVERSE SIDE OF SECURITY]
RADISYS CORPORATION
1-3/8% CONVERTIBLE SENIOR NOTES DUE NOVEMBER 15, 2023

1. INTEREST

     RADISYS CORPORATION, an Oregon corporation (the "Company", which term shall include any successor corporation under the Indenture hereinafter referred to), promises to pay interest on the principal amount of this Security at the rate of 1-3/8% per annum. The Company shall pay interest semiannually on May 15 and November 15 of each year (each such date, an "Interest Payment Date"), commencing May 15, 2004. Interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from November 19, 2003; provided, however, that if there is not an existing Default in the payment of interest and if this Security is authenticated between a record date referred to on the face hereof (each such date, an "Interest Payment Record Date") and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date (or November 19, 2003, if such date is later). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Any reference herein to interest accrued or payable as of any date shall include any Additional Interest accrued or payable on such date as provided in the Registration Rights Agreement.

2. METHOD OF PAYMENT

     The Company shall pay principal, interest and Additional Interest, if any, on this Security (except defaulted interest) to the person who is the Holder of this Security at the close of business on May 1 or November 1, as the case may be, next preceding the related Interest Payment Date. The Holder must surrender this Security to a 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 may, however, pay principal and interest and Additional Interest, if any, in respect of any Certificated Security by check or wire payable in such money; provided, however, that a Holder with an aggregate principal amount in excess of $2,000,000 will be paid by wire transfer in immediately available funds at the election of such Holder if such Holder has provided wire transfer instructions to the Company at least ten business days prior to the payment date. The Company may mail an interest check to the Holder's registered address. Notwithstanding the foregoing, so long as this Security is registered in the name of a Depositary or its nominee, all payments hereon shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee.

3. PAYING AGENT, REGISTRAR AND CONVERSION AGENT

     Initially, JPMorgan Chase Bank (the "Trustee," which term shall include any successor trustee under the Indenture hereinafter referred to) will act as Paying Agent, Registrar and Conversion Agent. The Company may change any Paying Agent, Registrar or Conversion Agent without notice to the Holder. The Company or any of its Affiliates may, subject to certain limitations set forth in the Indenture, act as Paying Agent or Registrar.

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4. INDENTURE, LIMITATIONS

     This Security is one of a duly authorized issue of Securities of the Company designated as its 1-3/8% Convertible Senior Notes due November 15, 2023 (the "Securities"), issued under an Indenture dated as of November 19, 2003 (together with any supplemental indentures thereto, the "Indenture"), between the Company and the Trustee. The terms of the Securities are qualified in their entirety by those stated in the Indenture and those required by or made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, as in effect on the date of the Indenture. The Securities are subject to all such terms, and Security holders are referred to the Indenture for a statement of such terms. The Securities are general unsecured obligations of the Company limited to $100,000,000 in aggregate principal amount. The Indenture does not limit other debt of the Company, secured or unsecured.

5. PURCHASE OF SECURITIES AT OPTION OF COMPANY

     The Securities may be redeemed at the election of the Company, as a whole or from time to time in part, on or after November 15, 2006 and prior to November 15, 2008, subject to the terms and conditions of the Indenture, if, but only if, on each of at least 20 Trading Days within any period of 30 consecutive Trading Days ending on or after November 15, 2006 and prior to November 15, 2008 the Closing Price of the Common Stock exceeds 130% of the Conversion Price of the Securities on the 30th Trading Day of such period. The Securities may be redeemed at the election of the Company, as a whole or from time to time in part, at any time on or after November 15, 2008, subject to the terms and conditions of the Indenture. Upon any such redemption, the Redemption Price shall be equal to 100% of the principal amount of the Security being redeemed, together with accrued and unpaid interest and Additional Interest, if any, up to, but not including, the Redemption Date; provided, that if the Redemption Date falls after an Interest Payment Record Date and on or before an Interest Payment Date, then the interest and Additional Interest, if any, will be payable to the Holders in whose name the Securities are registered at the close of business on the Interest Payment Record Date.

6. PURCHASE OF SECURITIES AT OPTION OF HOLDER UPON 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 purchase all or any part specified by the Holder (so long as the principal amount of such part is $1,000 or an integral multiple of $1,000 in excess thereof) of the Securities held by such Holder on the date that is 30 Business Days after the occurrence of a Change of Control, at a purchase price equal to 100% of the principal amount thereof together with accrued and unpaid interest including Additional Interest, if any, up to, but excluding, the Change of Control Purchase Date; provided, that if a Change of Control Purchase Date falls after an Interest Payment Record Date and on or before an Interest Payment Date, then the interest and Additional Interest, if any, will be payable to the Holders in whose name the Securities are registered at the close of business on the Interest Payment Record Date. The Holder shall have the right to withdraw any Change of Control Purchase Notice (in whole or in a portion thereof that is $1,000 or an integral multiple of $1,000 in excess thereof) at any time prior to 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Purchase Date by delivering a written notice of withdrawal to the Paying Agent in accordance with the terms of the Indenture.

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7. OPTIONAL PURCHASE 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 purchase all or any part specified by the Holder (so long as the principal amount of such part is $1,000 or an integral multiple of $1,000 in excess thereof) of the Securities held by such Holder on November 15, 2008, November 15, 2013 and November 15, 2018 (each, an "Optional Purchase Date"), at a purchase price equal to 100% of the principal amount thereof together with accrued and unpaid interest including Additional Interest, if any, up to, but excluding, the Optional Purchase Date; provided, that if an Optional Purchase Date falls after an Interest Payment Record Date and on or before an Interest Payment Date, then the interest and Additional Interest, if any, will be payable to the Holders in whose name the Securities are registered at the close of business on the Interest Payment Record Date. The Holder shall have the right to withdraw any Optional Purchase Notice (in whole or in a portion thereof that is $1,000 or an integral multiple of $1,000 in excess thereof) at any time prior to 5:00 p.m., New York City time, on the second Business Day preceding the Optional Purchase Date by delivering a written notice of withdrawal to the Paying Agent in accordance with the terms of the Indenture.

8. CONVERSION

     Subject to the provisions of the Indenture (including, without limitation, the conditions to conversion set forth in Section 4.1 thereof), a Holder of a Security may convert, at the option of the Holder, the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at any time prior to the close of business on November 15, 2023; provided, however, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3 of the Indenture, such conversion right shall terminate at the close of business on the second Business Day preceding the Redemption Date, the Change of Control Purchase Date or the Optional Purchase Date, as applicable, for such Security or such earlier date as the Holder presents such Security for purchase (unless the Company shall Default in making the Redemption Price, Change of Control Purchase Price or Optional Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such Default is cured and such Security is purchased).

     The initial Conversion Price is $23.5712 per share, subject to adjustment under certain circumstances as provided in the Indenture. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date, except if the conversion is a Principal Value Conversion. The number of shares of Common Stock issuable upon a Principal Value Conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted, together with accrued and unpaid interest, and Additional Interest, if any, thereon by the Principal Value Conversion Stock Valuation. If on any Conversion Date (i) the Security is not registered under the Securities Act and is not immediately freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision), and (ii) a Registration Default exists, to the extent the Company satisfies its obligations to a Security holder upon conversion by delivering Common Stock, the Company shall deliver 103% of the number of shares of Common Stock otherwise deliverable upon such conversion. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in Cash based upon the Closing Price of Common Stock on the Trading Day immediately prior to the Conversion Date.

A-6

     Upon conversion, the Company shall have the option, in its sole discretion, to satisfy its obligations to the Holder by delivering to such Holder (1) Common Stock, (2) Cash or (3) a combination of Common Stock and Cash as set forth in Section 4.15 of the Indenture.

     To convert a Security, a Holder must (a) complete and manually sign the Conversion Notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required.

     A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof.

     A Holder of a Security is not entitled to receive any accrued and unpaid interest and Additional Interest, if any, in respect of the Security upon, or from and after, the conversion of such Security.

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

     A Security in respect of which a Holder had delivered a Change of Control Purchase Notice or an Optional Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change of Control Purchase Notice or Optional Purchase Notice is withdrawn in accordance with the terms of the Indenture.

9. DENOMINATIONS, TRANSFER, EXCHANGE

     The Securities are in registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000. A Holder may register the transfer or exchange of Securities 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 in relation thereto by law or permitted by the Indenture.

10. PERSONS DEEMED OWNERS

     The Holder of a Security may be treated as the owner of it for all purposes.

A-7

11. UNCLAIMED MONEY

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

12. AMENDMENT, SUPPLEMENT AND WAIVER

     Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority of the aggregate principal amount of the Securities then outstanding, and the Holders of at least a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities without notice to any Holder. Without the consent of or notice to any Holder, the Company and the Trustee may amend or supplement the Indenture or the Securities to, among other things, cure any ambiguity, defect or inconsistency or make any other change that does not adversely affect the rights of any Holder.

13. SUCCESSOR ENTITY

     When a successor corporation assumes all the obligations of its predecessor under the Securities and the Indenture in accordance with the terms and conditions of the Indenture, the predecessor corporation (except in certain circumstances specified in the Indenture) will be released from those obligations.

14. DEFAULTS AND REMEDIES

     Under the Indenture, an Event of Default includes: (i) Default for 30 days in payment of any interest or Additional Interest on any Security; (ii) Default in payment of any principal on the Securities when due; (iii) failure by the Company for 60 days after notice to it to comply with any of its agreements or covenants contained in the Indenture or the Securities; (iv) Default in the payment of the Redemption Price, Change of Control Purchase Price or Optional Purchase Price of any Security when due; (v) failure by the Company to issue Cash, Common Stock or any combination thereof upon conversion of Securities by a Holder in accordance with the Indenture; (vi) failure by the Company to provide notice of a Change of Control when required by the Indenture; (vii) certain indebtedness is not discharged as set forth under the Indenture; and (viii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary. If an Event of Default (other than as a result of certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all unpaid principal on the Securities 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 of the Company or a Significant Subsidiary, unpaid principal of the Securities 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 Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities 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 Defaults.

A-8

15. TRUSTEE DEALINGS WITH THE COMPANY

     JPMorgan Chase Bank, 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.

16. NO RECOURSE AGAINST OTHERS

     A director, officer, employee or shareholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture nor for any claim based on, in respect of or by reason of such obligations or their creation. The Holder of this Security by accepting this Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of this Security.

17. AUTHENTICATION

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

18. ABBREVIATIONS AND DEFINITIONS

     Customary abbreviations may be used in the name of the 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 UGMA (= Uniform Gifts to Minors Act).

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

19. CUSIP NUMBERS

     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Security holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption.

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20. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

     The laws of the State of New York shall govern the Indenture and the Securities without giving effect to such state's conflicts of law principles. The Company has irrevocably and unconditionally submitted to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to the Indenture or the Securities. The Company has irrevocably appointed United States Corporation Company as its authorized agent for service of process and agrees that service of process in any suit, action or proceeding may be made upon it at the office of such agent at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

THE COMPANY WILL FURNISH TO ANY SECURITY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. IT ALSO WILL FURNISH THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO: RADISYS CORPORATION, 5445 N. E. DAWSON CREEK DRIVE, HILLSBORO, OREGON 97124. TEL: (503) 615-1100, FAX NO: (503) 615-1115.

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ASSIGNMENT FORM

To:

RadiSys Corporation
5445 N. E. Dawson Creek Drive
Hillsboro, OR 97124

Attention: Treasurer

To assign this Security, fill in the form below:
I or we assign and transfer this Security to

(Insert assignee's soc. sec. or tax I.D. no.)

Print or type assignee's name, address and zip code

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

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

Number of Securities:
*Signature guaranteed by:

By:
*

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

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CONVERSION NOTICE

To:

RadiSys Corporation
5445 N. E. Dawson Creek Drive
Hillsboro, OR 97124

Attention: Treasurer

     The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or the portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Security, and directs that the Common Stock issuable and/or deliverable upon conversion, together with any payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and/or delivered to the registered Holder hereof unless a different name has been indicated below. If shares of Common Stock 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.

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

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

Number of Securities:
*Signature guaranteed by:

By:
*

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

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OPTION TO ELECT REPURCHASE
UPON A CHANGE OF CONTROL

To:

RadiSys Corporation
5445 N. E. Dawson Creek Drive
Hillsboro, OR 97124

Attention: Treasurer

     The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from RadiSys Corporation (the "Company") as to the occurrence of a Change of Control with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Change of Control Purchase Price, to the registered Holder hereof.

Dated:

Number of Securities:	Signature(s)
	Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.
	Signature Guaranty

Principal amount to be redeemed
(in an integral multiple of $1,000, if less than all):

     NOTICE: The signature to the foregoing Election must correspond to the name as written upon the face of this Security in every particular, without alteration or any change whatsoever.

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OPTION TO ELECT REPURCHASE
ON OPTIONAL PURCHASE DATE

To:

RadiSys Corporation
5445 N. E. Dawson Creek Drive
Hillsboro, OR 97124

Attention: Treasurer

     The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from RadiSys Corporation (the "Company") as to the occurrence of an Optional Purchase Date with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Optional Purchase Price, to the registered Holder hereof.

Dated:

Number of Securities:	Signature(s)
	Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.
	Signature Guaranty

Principal amount to be redeemed
(in an integral multiple of $1,000, if less than all):

     NOTICE: The signature to the foregoing Election must correspond to the name as written upon the face of this Security in every particular, without alteration or any change whatsoever.

A-14

SCHEDULE OF EXCHANGES OF NOTES¹⁰

     The following exchanges, repurchases or conversions of a part of this Global Security have been made:

Principal Amount
of this
Global Security Following
Such Decrease Date of Exchange
(or Increase)
Authorized Signatory of
Securities
Custodian
Amount of
Decrease in Principal
Amount of this Global
Security
Amount of
Increase in
Principal
Amount of this Global
Security

¹⁰ This schedule should be included only if the Security is a Global Security.

A-15

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
OF TRANSFER OF RESTRICTED SECURITIES¹¹

Re: 1-3/8% Convertible Senior Notes due November 15, 2023 (the "Securities") of
RadiSys Corporation

This certificate relates to $_______ principal amount of Securities owned in (check applicable box)

obook-entry or o definitive form by __________________________________ (the "Transferor").

     The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities.

     In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.12 of the Indenture dated as of November 19, 2003 between RadiSys Corporation and JPMorgan Chase Bank, as trustee (the "Indenture"), and the transfer of such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") (check applicable box) or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box):

o Such Security is being transferred pursuant to an effective registration statement under the Securities Act.

o Such Security is being acquired for the Transferor's own account, without transfer.

o Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company.

o Such Security is being transferred to a person the Transferor reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A or any successor provision thereto ("Rule 144A") under the Securities Act) that is purchasing for its own account or for the account of a "qualified institutional buyer", in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A.

¹¹ This certificate should only be included if this Security is a Restricted Security.

A-16

o Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) ("Rule 144") under the Securities Act.

o Such Security is being transferred outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act.

o Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a "restricted security" within the meaning of Rule 144 under the Securities Act.

     The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a global Security which is a "restricted security" within the meaning of Rule 144 under the Securities Act, then such transfer can only be made (a) pursuant to Rule 144A under the Securities Act and such transferee must be a "qualified institutional buyer" (as defined in Rule 144A), or (b) outside the United States in a transaction complying with the provisions of Rule 904 under the Securities Act.

Date:	_______________________ (Insert Name of Transferor)
	By: ____________________
	Name: __________________
	Title: ___________________

A-17

EX-5.1

Exhibit 5.1

December 23, 2003

Board of Directors
RadiSys Corporation
5445 NE Dawson Creek Drive
Hillsboro, Oregon 97124

Gentlemen:

     We are acting as counsel to RadiSys Corporation, an Oregon corporation (the “Company”), in connection with its registration statement on Form S-3 (such registration statement, as it may be amended from time to time, is herein referred to as the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended, of $100,000,000 aggregate principal amount of 1 3/8% Convertible Senior Notes due November 15, 2023 (the “Notes”) and 4,242,465 shares of common stock, no par value per share, of the Company issuable upon conversion of the Notes (the “Conversion Shares”) which may be offered and sold by the selling security holders named in the Registration Statement. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

     In reaching the opinions set forth below, this firm has examined such corporate records, documents and instruments of the Company, including the Indenture, dated as of November 19, 2003 (the “Indenture”), between the Company and JPMorgan Chase Bank, as trustee, and such certificates of public officials, have received such representations from officers of the Company and have reviewed such questions of law as in our judgment are necessary, relevant or appropriate to enable us to render the opinions expressed below.

     We have not, except as specifically identified above, made any independent review or investigation of factual or other matters, including the organization, existence, good standing, assets, business or affairs of the Company. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity, accuracy and completeness of all documents submitted to us and the conformity with the original documents of all documents submitted to us as certified, telecopies, facsimiles, photostatic or reproduced copies. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

     Based upon such examination and review and upon representations made to us by officers of the Company, we are of the opinion that (1) the Notes have been duly authorized by the Company and are binding obligations of the Company, and (2) the Conversion Shares have been duly authorized by the Company and, when issued by the Company upon conversion of the Notes in accordance with the provisions of the Notes and the Indenture, will be validly issued, fully paid and non-assessable.

     We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. This opinion letter has been prepared solely for your use in connection with the filing of the Registration Statement on the date of this opinion letter and should not be quoted in whole or in part or otherwise be referred to, nor filed with or furnished to any governmental agency or other person or entity, without the prior written consent of this firm.

     We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1993, as amended.

Very truly yours,

BAKER & McKENZIE

/s/ Baker & McKenzie

EX-12.1

Exhibit 12.1

Statement of Computation of Ratios of Earnings to Fixed Charges

(Amounts in thousands of dollars)

	Years Ended December 31,												Nine Months Ended September 30,
		2002			2001			2000		1999		1998		2003		2002
Income (loss) before taxes and discontinued
operations (a)	$	(4,481	)	$	(59,989	)	$	40,409	$	19,677	$	10,957	$	4,492	$	(6,861	)
Fixed charges:
Interest expense (b)(c)		5,625			6,101			2,965		17		–		3,512		4,310
Rentals:
Buildings, net of sublease income –
14%(d)		377			719			668		448		205		237		539
Office and other equipment – 14%(d) .		39			41			34		48		31		8		31
Total fixed charges	$	6,041		$	6,861		$	3,667	$	513	$	236	$	3,757	$	4,880
Income (loss) before taxes and discontinued
operations, plus fixed charges	$	1,560		$	(53,128	)	$	44,076	$	20,190	$	11,193	$	8,249	$	(1,981	)
Ratio of earnings to fixed charges		(e)			(e)			12.0x		39.4x		47.4x		2.2x		(e)

(a) Included in the income (loss) before taxes and discontinued operations was a gain on repurchase of convertible subordinated notes of $825 thousand and $3.0 million for the three months ended March 31, 2003 and the year ended December 31, 2002, respectively. The Company did not repurchase convertible subordinated notes in 2001.

(b) Amortization of the discount on the Company’s outstanding convertible subordinated notes is included in Interest expense.

(c) In January 2003, the Company’s Board of Directors authorized the repurchase, in the open market or through privately negotiated transactions, of up to $20.0 million of the Company’s 5.5% convertible subordinated notes. In February 2003, the Company repurchased $10.3 million of convertible subordinated notes. If the Company elects to repurchase its convertible subordinated notes in the open market, interest expense from convertible subordinated notes will decrease.

(d) Management believes that 14% is a reasonable approximation of the interest factor on rentals. Building, office and other equipment rental fees that were included in restructuring charges were excluded from fixed charges.

(e) The earnings to fixed charges ratio was less than 1:1 due to the losses reported for the years ended December 31, 2002 and 2001 and for the nine months ended September 30, 2002. To achieve an earnings to fixed charges ratio of 1:1, the Company would need to generate additional income of $4.5 million, $60.0 million and $6.9 million for the years ended December 31, 2002 and 2001 and for the nine months ended September 30, 2002, respectively.

EX-23.2

Exhibit 23.2

Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 7, 2003, except for Note 22, as to which the date is March 24, 2003, and except for Note 23, as to which the date is December 22, 2003, relating to the consolidated financial statements, which appears on Form 8-K for the year ended December 31, 2002. We also consent to the incorporation by reference of our report dated March 7, 2003 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP

/s/ PricewaterhouseCoopers LLP

Portland, Oregon,
December 22, 2003

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

(Form S-3 Registration Statement for RadiSys Corporation)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the Company's 1 3/8% Convertible Senior Notes due November 15, 2023 (the "Notes") and the shares of common stock issuable upon conversion of the Notes (the "Common Stock"), including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-3 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Notes and the Common Stock issuable upon conversion of the Notes or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 10, 2003.

   /s/ C. Scott Gibson          

Signature

   C. Scott Gibson          

Type or Print Name

Exhibit 24.1

POWER OF ATTORNEY

(Form S-3 Registration Statement for RadiSys Corporation)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the Company's 1 3/8% Convertible Senior Notes due November 15, 2023 (the "Notes") and the shares of common stock issuable upon conversion of the Notes (the "Common Stock"), including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-3 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Notes and the Common Stock issuable upon conversion of the Notes or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 16, 2003.

   /s/ Ken J. Bradley          

Signature

   Ken J. Bradley          

Type or Print Name

Exhibit 24.1

POWER OF ATTORNEY

(Form S-3 Registration Statement for RadiSys Corporation)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the Company's 1 3/8% Convertible Senior Notes due November 15, 2023 (the "Notes") and the shares of common stock issuable upon conversion of the Notes (the "Common Stock"), including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-3 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Notes and the Common Stock issuable upon conversion of the Notes or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 18, 2003.

   /s/ Richard J. Faubert          

Signature

   Richard J. Faubert          

Type or Print Name

Exhibit 24.1

POWER OF ATTORNEY

(Form S-3 Registration Statement for RadiSys Corporation)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the Company's 1 3/8% Convertible Senior Notes due November 15, 2023 (the "Notes") and the shares of common stock issuable upon conversion of the Notes (the "Common Stock"), including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-3 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Notes and the Common Stock issuable upon conversion of the Notes or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 11, 2003.

   /s/ Dr. William W. Lattin          

Signature

   Dr. William W. Lattin          

Type or Print Name

Exhibit 24.1

POWER OF ATTORNEY

(Form S-3 Registration Statement for RadiSys Corporation)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the Company's 1 3/8% Convertible Senior Notes due November 15, 2023 (the "Notes") and the shares of common stock issuable upon conversion of the Notes (the "Common Stock"), including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-3 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Notes and the Common Stock issuable upon conversion of the Notes or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 16, 2003.

   /s/ Kevin C. Melia          

Signature

    Kevin C. Melia          

Type or Print Name

Exhibit 24.1

POWER OF ATTORNEY

(Form S-3 Registration Statement for RadiSys Corporation)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the Company's 1 3/8% Convertible Senior Notes due November 15, 2023 (the "Notes") and the shares of common stock issuable upon conversion of the Notes (the "Common Stock"), including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-3 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Notes and the Common Stock issuable upon conversion of the Notes or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 17, 2003.

   /s/ Carl W. Neun          

Signature

    Carl W. Neun          

Type or Print Name

Exhibit 24.1

POWER OF ATTORNEY

(Form S-3 Registration Statement for RadiSys Corporation)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the Company's 1 3/8% Convertible Senior Notes due November 15, 2023 (the "Notes") and the shares of common stock issuable upon conversion of the Notes (the "Common Stock"), including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-3 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Notes and the Common Stock issuable upon conversion of the Notes or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 15, 2003.

   /s/ Jean-Pierre D. Patkay          

Signature

    Jean-Pierre D. Patkay          

Type or Print Name

Exhibit 24.1

POWER OF ATTORNEY

(Form S-3 Registration Statement for RadiSys Corporation)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the Company's 1 3/8% Convertible Senior Notes due November 15, 2023 (the "Notes") and the shares of common stock issuable upon conversion of the Notes (the "Common Stock"), including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-3 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Notes and the Common Stock issuable upon conversion of the Notes or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 17, 2003.

   /s/ Jean-Claude Peterschmitt          

Signature

    Jean-Claude Peterschmitt          

Type or Print Name

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)

New York	13-4994650
(State of incorporation if not a national bank)	(I.R.S. employer identification No.)
270 Park Avenue New York, New York	10017
(Address of principal executive offices)	(Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)

RadiSys Corporation
(Exact name of obligor as specified in its charter)

Oregon	93-0945232
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification No.)
5445 NE Dawson Creek Drive Hillsboro, Oregon	97124
(Address of principal executive offices)	(Zip Code)

1 3/8% Convertible Senior Notes due November 15, 2023
(Title of the indenture securities)

Item 1. General Information.

     Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it is subject.

          New York State Banking Department, State House, Albany, New York 12110.

          Board of Governors of the Federal Reserve System, Washington, D.C., 20551

          Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y.

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.

     (b) Whether it is authorized to exercise corporate trust powers.

          Yes.

Item 2. Affiliations with the Obligor and Guarantors.

     If the obligor or any Guarantor is an affiliate of the trustee, describe each such affiliation.

     None.

2

Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-76894 filed January 17, 2002, which is incorporated by reference.)

     2. None, a copy of the Certificate of Authority of the Trustee to Commence Business being contained in the document indentified as Exhibit 1 above. On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

     3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76894, filed January 17, 2002 which is incorporated by reference.)

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to this Form T-1).

     7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

      9. Not applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 15th day of December, 2003.

JPMORGAN CHASE BANK
By	/s/ Carol Ng
	Carol Ng Vice President

3

Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connections with Registration Statement No. 333-76894 filed January 17, 2002, which is incorporated by reference.)

     2. None, a copy of the Certificate of Authority of the Trustee to Commence Business being contained in the document identified above as Exhibit 1. On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

     3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement 333-76894 filed January 17, 2002, which is incorporated by reference.)

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to this Form T-1).

     7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority (see Exhibit 7 to this Form T-1.)

     8. Not applicable.

      9. Not applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 15th day of December, 2003.

JPMORGAN CHASE BANK
By	/s/ Carol Ng
	Carol Ng Vice President

3

Exhibit 6 to Form T-1

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

December 15, 2003

Securities and Exchange Commission

Washington D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of an Indenture between RadiSys Corporation and JPMorgan Chase Bank, as Trustee, the undersigned , in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

JPMorgan Chase Bank

JPMORGAN CHASE BANK
By	/s/ Carol Ng
	Carol Ng Vice President

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business September 30, 2003, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar Amounts in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin		$	17,578
Interest-bearing balances			9,823
Securities:
Held to maturity securities			210
Available for sale securities			57,792
Federal funds sold and securities purchased under
agreements to resell
Federal funds sold in domestic offices			9,491
Securities purchased under agreements to resell			91,241
Loans and lease financing receivables:
Loans and leases held for sale			35,681
Loans and leases, net of unearned income			170,168
Less: Allowance for loan and lease losses			3,448
Loans and leases, net of unearned income and
allowance			166,720
Trading Assets			178,938
Premises and fixed assets (including capitalized leases)			6,057
Other real estate owned			110
Investments in unconsolidated subsidiaries and
associated companies			732
Customers' liability to this bank on acceptances
outstanding			260
Intangible assets
Goodwill			2,198
Other Intangible assets			4,096
Other assets			57,193
TOTAL ASSETS		$	638,120

LIABILITIES
Deposits
In domestic offices	$	188,866
Noninterest-bearing		76,927
Interest-bearing		111,939
In foreign offices, Edge and Agreement
subsidiaries and IBF's		124,493
Noninterest-bearing		6,439
Interest-bearing		118,054
Federal funds purchased and securities sold under agree-
ments to repurchase:
Federal funds purchased in domestic offices		4,679
Securities sold under agreements to repurchase		82,206
Trading liabilities		136,012
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases)		24,937
Bank's liability on acceptances executed and outstanding		260
Subordinated notes and debentures		8,040
Other liabilities		31,270
TOTAL LIABILITIES		600,763
Minority Interest in consolidated subsidiaries		358
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,785
Surplus (exclude all surplus related to preferred stock)		16,306
Retained earnings		18,875
Accumulated other comprehensive income		33
Other equity capital components		0
TOTAL EQUITY CAPITAL		36,999
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL	$	638,120

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.

WILLIAM B. HARRISON, JR.	)
LAWRENCE A. BOSSIDY	) DIRECTORS
ELLEN V. FUTTER	)