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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

May 10, 2007

(Date of Report - Date of Earliest Event Reported)

CACI International Inc(Exact name of registrant as specified in its Charter)

Delaware 001-31400 54-1345899(State or other jurisdiction

of incorporation) (Commission File Number)

(IRS Employer Identification Number)

1100 N. Glebe Road

Arlington, Virginia 22201

(Address of Principal executive offices)(ZIP code)

(703) 841-7800

(Registrants telephone number, including area code)

heck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

nder any of the following provisions:

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

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

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

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

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em 1.01. Entry into a Material Definitive Agreement.

urchase Agreement

n May 10, 2007, CACI International Inc (the Company) entered into a purchase agreement (the Purchase Agreement) under

hich it agreed to sell $270 million aggregate principal amount of its 2.125% Convertible Senior Subordinated Notes due May 1,

014 (the Notes) to J.P. Morgan Securities Inc., Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, Raymond

mes & Associates, Inc., SunTrust Capital Markets, Inc. and Wachovia Capital Markets, LLC (collectively, the Init ial Purchasers

us up to an additional $30 million aggregate principal amount of Notes to cover any over-allotments. The over-allotment option

as been exercised in full . The net proceeds from the offering, after deducting the Initial Purchasers discount and the estimatedfering expenses payable by the Company, were approximately $292.0 million. A copy of the Purchase Agreement is attached he

Exhibit 10.1 and is incorporated herein by this reference.

he description of any document filed as an Exhibit with this Report is a summary which is qualified in its entirety by the actual

rms of the related Exhibi t.

he closing of the sale of $300 million in aggregate principal amount of the Notes occurred on May 16, 2007. The Notes and the

ares of the Companys common stock, par value $0.10 per share (the Common Stock), issuable in certain circumstances upon

nversion of the Notes have not been registered under the Securities Act of 1933, as amended (the Securities Act). The Compan

fered and sold the Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(2) of the

ecurities Act. The Initial Purchasers then sold the Notes to qualified insti tutional buyers pursuant to the exemption from registrat

ovided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on

presentations made by the Initial Purchasers in the Purchase Agreement.

denture and Notes

he Notes are governed by an indenture, dated as of May 16, 2007 (the Indenture), between the Company and The Bank of New

ork, as trustee (the Trustee). A copy of the Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by this referen

he Notes will be convertible into cash and, if applicable, shares of Common Stock based on a conversion rate of 18.2989 shares o

ommon Stock per $1,000 principal amount of Notes (which is equal to an initial conversion price of approximately $54.65 per

are), subject to adjustment, prior to the close of business on the business day immediately preceding February

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9, 2014, only under the following circumstances: (1) during any fiscal quarter commencing after March 31, 2007, if the last repor

le price of the common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last tradin

ay of the preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading

ay; (2) during the five business day period after any 10 consecutive trading day period (the measurement period) in which the

ading price per Note for each day of that measurement period was less than 97% of the product of the last reported sale price of th

ompanys Common Stock and the applicable conversion rate on each such day; or (3) upon the occurrence of specified corporate

ansactions. On and after February 19, 2014, until the close of business on the third business day immediately preceding the matu

ate, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will p

sh up to the principal amount of notes converted and deliver shares of Common Stock in respect of the remainder, if any, of ournversion obligation in excess of the aggregate principal amount of the Notes being converted.

he Notes will bear interest at a rate of 2.125% per year, payable semiannually in arrears in cash on May 1 and November 1 of each

ar, beginning on November 1, 2007. The Notes will mature on May 1, 2014.

he holders of the Notes who convert their Notes in connection with a fundamental change, as defined in the Indenture, may be

tit led to a make-whole premium in the form of an increase in the conversion rate. Additional ly, in the event of a fundamental

ange, the holders of the Notes may require the Company to purchase all or a portion of their Notes at a purchase price equal to

00% of the principal amount of Notes, plus accrued and unpaid interest, if any.

he Notes are not protected by restrictive covenants, are an unsecured obligation of the Company, and are not an obligation of, or

uaranteed by, any of the Companys subsidiaries. The Notes rank senior in right of payment to the Companys existing and future

debtedness that provides for its subordination to the Notes; equal in right of payment to our existing and future indebtedness

oviding for equal ranking with the Notes; and junior in right of payment to all of the Companys other existing and future

debtedness. As of March 31, 2007, the Companys total long-term debt on a consolidated basis was $341 million, all of which

ould rank senior to the Notes. After giving effect to the issuance of the Notes, the Companys total consolidated indebtedness

ould have been $641 million as of that date. The Notes are effectively subordinated in right of payment to the liabilities of the

ompanys subsidiaries.

egistration Rights Agreement

connection with the sale of the Notes, the Company entered into a registration rights agreement, dated as of May 16, 2007, with

itial Purchasers (the Registration Rights Agreement). Under the Registration Rights Agreement, the Company has agreed to us commercially reasonable efforts to file within 90 days after the closing of the offering of the Notes, and to cause to become

fective within 180 days after that closing, a shelf registration statement with respect to the resale of the Notes and the shares of

ommon Stock issuable upon conversion of the Notes. The Company will use its commercially reasonable efforts to keep the shel

gistration statement effective until the earlier of (i) the second anniversary of the closing of the offering of the Notes or (ii) the da

hen the Notes and Common Stock issuable upon

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nversion of the Notes cease to be registrable securities, as defined in the Registration Rights Agreement. The Company will be

quired to pay additional interest, subject to some limitations, to the holders of the Notes if it fails to comply with its obligations t

gister the Notes and the Common Stock issuable upon conversion of the Notes. A copy of the Registration Rights Agreement is

tached hereto as Exhibit 4.2 and is incorporated herein by reference.

onvertible Note Hedge Transactions

connection with the sale of the Notes, the Company entered into convertible note hedge transactions with respect to its Common

ock (the Purchased Call Options) with Morgan Stanley & Co. International plc, J.P. Morgan Chase Bank, National Association

d Bank of America, N.A., each of which is affiliated with an Initial Purchaser (collectively, the Dealers). The Purchased Call

ptions cover, subject to customary anti-dilution adjustments, 5,489,670 shares of Common Stock at a strike price which correspo

the initial conversion price of the Notes. The Company paid an aggregate amount of approximately $84.4 million for the

urchased Call Options. Copies of the letter agreements with each of the Dealers relating to the convertible note hedge transaction

each case as amended to reflect the exercise of the over-allotment option, are attached hereto as Exhibi ts 4.3, 4.5 and 4.7 and are

corporated herein by reference.

suer Warrant Transactions

he Company also entered into separate issuer warrant transactions whereby the Company has sold to the Dealers warrants to acqu

bject to customary anti-dilution adjustments, 5,489,670 shares of Common Stock (the Warrants) at a strike price of $68.31 per

are of Common Stock. The Company received aggregate proceeds of approximately $56.5 million from the sale of the Warrants.opies of the letter agreements with each of the Dealers relating to the Warrant transactions, in each case as amended to reflect the

ercise of the over-allotment option, are attached hereto as Exhibits 4.4, 4.6 and 4.8 and are incorporated herein by reference.

he Purchased Call Options and the Warrants are separate contracts entered into by the Company with the Dealers, are not part of t

rms of the Notes and will not affect the holders rights under the Notes. The Purchased Call Options are expected to reduce the

otential di lution upon conversion of the Notes in the event that the market value per share of the Common Stock at the time of

ercise is greater than the strike price of the Purchased Call Options, which corresponds to the initial conversion price of the Note

d is simultaneously subject to certain customary adjustments.

the market value per share of the Common Stock at the time of conversion of the Notes is above the strike price of the Purchased

all Options, the Purchased Call Options entitle the Company to receive from the Dealers net shares of Common Stock, based on tcess of the then current market price of the Common Stock over the strike price of the Purchased Call Options. Additionally, if th

arket price of the Common Stock at the time of exercise of the Warrants exceeds the strike price of the Warrants, the Company wi

we the Dealers net shares of Common Stock, not offset by the Purchased Call Options, in an amount based on the excess of the th

rrent market price of the Common Stock over the strike price of the Warrants.

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hese transactions will generally have the effect of increasing the conversion price of the Notes to $68.31 per share of Common

ock, representing a 50% premium based on the closing price of $45.54 per share on May 10, 2007.

he Warrants and the underlying Common Stock issuable upon exercise of the Warrants have not been registered under the Securi

ct, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requireme

his report on Form 8-K does not constitute an offer to sell, or a solicitat ion of an offer to buy , any security and shall not constitute

offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

em 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a

Registrant.

n May 16, 2007, the Company issued $300 million aggregate principal amount of the Notes. The Company offered and sold the

otes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(2) of the Securities Act. The

itial Purchasers then sold the Notes to qualified institutional buyers pursuant to the exemption from registration provided by Rul

44A under the Securities Act.

he Notes will bear interest at a rate of 2.125% per year, payable semiannually in arrears in cash on May 1 and November 1 of each

ar, beginning on November 1, 2007. The Notes will mature on May 1, 2014.

dditional terms and conditions are contained in Item 1.01 and are incorporated herein by reference.

his report on Form 8-K does not constitute an offer to sell, or a solicitat ion of an offer to buy , any security and shall not constitute

offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

em 3.02. Unregistered Sales of Equity Securities.

n May 10, 2007, the Company agreed to sell $270 million aggregate principal amount of the Notes to the Initial Purchasers in a

ivate placement pursuant to exemptions from the registration requirements of the Securities Act, plus up to an additional $30

illion of aggregate principal amount of Notes to cover any over-allotment. The over-allotment option was exercised in full. The n

oceeds from the sale of $300 mill ion in aggregate principal amount of Notes, after deducting the Initial Purchasers discount and

e estimated offering expenses payable by the Company, were approximately $292.0 million. The Initial Purchasers received an

gregate commission of approximately $6.4 million in connection with the offering of the Notes.

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he Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from registration provided by

ection 4(2) of the Securities Act. The Initial Purchasers then sold the Notes to qualified institutional buyers pursuant to the

emption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from

gistration based in part on representations made by the Initial Purchasers in the Purchase Agreement.

he Notes and the underlying Common Stock issuable upon conversion of the Notes have not been registered under the Securities

ct and may not be offered or sold in the United States absent registration or an applicable exemption from registration requiremen

n May 10, 2007, pursuant to the Warrants, the Company agreed to sell Warrants to acquire, subject to customary anti-dilution

justments, 5,489,670 shares of Common Stock at a strike price of $68.31 per share of Common Stock in reliance on the exemptio

om registration provided by Section 4(2) of the Securities Act. The Company received aggregate proceeds of approximately $56

illion from the sale of the Warrants.

dditional information pertaining to the Notes and the Warrants is contained in Item 1.01 and is incorporated herein by reference.

either the Warrants nor the underlying Common Stock issuable upon conversion of the Warrants have been registered under the

ecurities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration

quirements.

his report on Form 8-K does not constitute an offer to sell, or a solicitat ion of an offer to buy , any security and shall not constitute

offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

em 9.01. Financial Statements and Exhibits.

hibit

No. Document Description4.1

Indenture related to the 2.125% Convertible Senior Subordinated Notes Due 2014, dated as of May 16, 2007, betwee

CACI International Inc and The Bank of New York, as trustee (including form of 2.125% Convertible Senior

Subordinated Note due 2014).

4.2

Registration Rights Agreement, dated as of May 16, 2007, among CACI International Inc and J.P. Morgan Securities

Inc., Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, Raymond James & Associates, Inc.,

SunTrust Capi tal Markets, Inc. and Wachovia Capital Markets, LLC.

4.3

Letter Agreement re Call Option Transaction dated as of May 10, 2007, by and between CACI International Inc and

Morgan Stanley & Co. International plc, as amended May 11, 2007.

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4

Letter Agreement re Warrants dated as of May 10, 2007, by and between CACI International Inc and Morgan Stanley & Co

International plc, as amended May 11, 2007.

5

Letter Agreement re Call Option Transaction dated as of May 10, 2007, by and between CACI International Inc and J.P.

Morgan Chase Bank, National Association, as amended May 11, 2007.

6

Letter Agreement re Warrants dated as of May 10, 2007, by and between CACI International Inc and J.P. Morgan Chase Ba

National Association, as amended May 11, 2007.

7 Letter Agreement re Call Option Transaction dated as of May 10, 2007, by and between CACI International Inc and Bank America, N.A., as amended May 11, 2007.8

Letter Agreement re Warrants dated as of May 10, 2007, by and between CACI International Inc and Bank of America, N.A

as amended May 11, 2007.

0.1

Purchase Agreement, dated May 10, 2007, among CACI International Inc and J.P. Morgan Securities Inc., Banc of America

Securities LLC, Morgan Stanley & Co. Incorporated, Raymond James & Associates, Inc., SunTrust Capital Markets, Inc. an

Wachovia Capital Markets, LLC.

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SIGNATURE

ursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

ehalf by the undersigned hereunto duly authorized.

CACI INTERNATIONAL INC

ate: May 16, 2007 By: /s/ Arnold D. Morse

Name:

Arnold D. Morse

Title:

Senior Vice President, Chief Legal Officer and

Secretary

EXHIBIT INDEX

hibit

No. Document Description4.1

Indenture related to the 2.125% Convertible Senior Subordinated Notes Due 2014, dated as of May 16, 2007, between

CACI International Inc and The Bank of New York, as trustee (including form of 2.125% Convertible Senior

Subordinated Note due 2014).

4.2

Registration Rights Agreement, dated as of May 16, 2007, among CACI International Inc and J.P. Morgan Securities I

Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, Raymond James & Associates, Inc., SunTrust

Capital Markets, Inc. and Wachovia Capital Markets, LLC.

4.3

Letter Agreement re Call Option Transaction dated as of May 10, 2007, by and between CACI International Inc and

Morgan Stanley & Co. International plc, as amended May 11, 2007.

4.4

Letter Agreement re Warrants dated as of May 10, 2007, by and between CACI International Inc and Morgan Stanley &

Co. International plc, as amended May 11, 2007.

4.5

Letter Agreement re Call Option Transaction dated as of May 10, 2007, by and between CACI International Inc and J.

Morgan Chase Bank, National Association, as amended May 11, 2007.

4.6

Letter Agreement re Warrants dated as of May 10, 2007, by and between CACI International Inc and J.P. Morgan Chas

Bank, National Association, as amended May 11, 2007.

4.7

Letter Agreement re Call Option Transaction dated as of May 10, 2007, by and between CACI International Inc and

Bank of America, N.A., as amended May 11, 2007.

8

.8

Letter Agreement re Warrants dated as of May 10, 2007, by and between CACI International Inc and Bank of America, N.A

as amended May 11, 2007.

0.1

Purchase Agreement, dated May 10, 2007, among CACI International Inc and J.P. Morgan Securities Inc., Banc of America

Securities LLC, Morgan Stanley & Co. Incorporated, Raymond James & Associates, Inc., SunTrust Capital Markets, Inc. an

Wachovia Capital Markets, LLC.

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Exhibit

EXECUTION CO

CACI INTERNATIONAL INC

as Issuer

and

THE BANK OF NEW YORK

as Trustee

Indenture

dated as of May 16, 2007

2.125% Convertible Senior Subordinated Notes Due 2014

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TABLE OF CONTENTS

ARTICLE 1 DEFINITIONSAND OTHER PROVISIONSOF GENERAL APPLICATION

ection 1.01. Definitions ection 1.02. Compliance Certificates and Opinions ection 1.03. Form of Documents Delivered to Trustee ection 1.04. Acts of Holders; Record Dates. ection 1.05. Notices to Trustee and Company ection 1.06. Notice to Holders; Waiver ection 1.07. Conflict with Trust Indenture Act ection 1.08. Effect of Headings and Table of Contents ection 1.09. Severability Clause ection 1.10. Benefits of Indenture ection 1.11. Governing Law ection 1.12. No Recourse Against Others

ARTICLE 2 SECURITY FORMS

ection 2.01. Form of Securities ection 2.02. Global Securities ection 2.03. Restricted Securities

ARTICLE 3 THE SECURITIES

ection 3.01. Title and Terms; Payments ection 3.02. Ranking ection 3.03. Denominations ection 3.04. Execution, Authentication, Delivery and Dating ection 3.05. Temporary Securit ies ection 3.06. Registration; Registration of Transfer and Exchange ection 3.07. Mutilated, Destroyed, Lost and Stolen Securities ection 3.08. Persons Deemed Owners ection 3.09. Global Securities; Transfer ection 3.10. Cancellation ection 3.11. Restricted Securities; Restrictions on Transfer ection 3.12. CUSIP Numbers

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ARTICLE 4 PARTICULAR COVENANTSOFTHE COMPANY

ection 4.01. Payment of Principal and Interest ection 4.02. Maintenance of Office or Agency ection 4.03. Provisions as to Paying Agent ection 4.04. Rule 144A Information Requirement ection 4.05. Resale of Restricted Securities ection 4.06. Commission Filings ection 4.07. Book-Entry System ection 4.08. Additional Interest under the Registration Rights Agreement ection 4.09. Compliance Certificate

ARTICLE 5 FUNDAMENTAL CHANGESAND PURCHASES THEREUPON

ection 5.01. Purchase at Option of Holders Upon a Fundamental Change ection 5.02. Effect of Fundamental Change Purchase Notice ection 5.03. Withdrawal of Fundamental Change Purchase Notice ection 5.04. Deposit of Fundamental Change Purchase Price ection 5.05. Securities Purchased in Whole or in Part ection 5.06. Covenant to Comply With Securities Laws Upon Purchase of Securities ection 5.07. Repayment to the Company

ARTICLE 6 CONVERSION

ection 6.01. Right to Convert ection 6.02. Conversion Procedure ection 6.03. Settlement of Conversion Obligation ection 6.04. Adjustment of Conversion Rate ection 6.05. Adjustments of Average Prices ection 6.06. Adjustments Upon Certain Fundamental Changes. ection 6.07. Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale ection 6.08. Taxes on Shares Issued ection 6.09. Reservation of Shares; Shares to be Fully Paid; Compliance With Governmental Requirements; Listing of

Common Stock ection 6.10. Responsibility of Trustee ection 6.11. Notice to Holders Prior to Certain Actions ection 6.12. Stockholder Rights Plan; Contingent Rights and Warrants ection 6.13. Company Determination Final

ection 6.14. Limitation on Conversion Rate Adjustments

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ARTICLE 7 EVENTSOF DEFAULT; REMEDIES

ection 7.01. Events of Default ection 7.02. Acceleration of Maturity; Rescission and Annulment. ection 7.03. Collection of Indebtedness and Suits for Enforcement by Trustee ection 7.04. Trustee May File Proofs of Claim ection 7.05. Application of Money and Property Collected ection 7.06. Limitation on Suits ection 7.07. Unconditional Right of Holders to Receive Payment ection 7.08. Restoration of Rights and Remedies ection 7.09. Rights and Remedies Cumulative ection 7.10. Delay or Omission Not Waiver ection 7.11. Control by Holders ection 7.12. Waiver of Past Defaults ection 7.13. Undertaking for Costs ection 7.14. Waiver of Stay or Extension Laws ection 7.15. Notice of Default

ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFEROR LEASE

ection 8.01. Company May Consolidate, Only on Certain Terms ection 8.02. Successor Substituted

ARTICLE 9 SUBORDINATION OFTHE SECURITIES

ection 9.01. Agreement of Subordination ection 9.02. Payments to Holders ection 9.03. Subrogation of Securities ection 9.04. Authorization to Effect Subordination ection 9.05. Notice to Trustee ection 9.06. Trustees Relation to Senior Indebtedness ection 9.07. No Impairment of Subordination ection 9.08. Certain Conversions Deemed Payment ection 9.09. Article Applicable to Paying Agents ection 9.10. Senior Indebtedness Entitled to Rely ection 9.11. Anti-Layering ection 9.12. All Indenture Provisions Subject to Article 9

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ARTICLE 10 THE TRUSTEE

ection 10.01. Duties and Responsibilities of Trustee ection 10.02. Notice of Defaults ection 10.03. Reliance on Documents, Opinions, Etc. ection 10.04. No Responsibility for Recitals, Etc . ection 10.05. Trustee, Paying Agents, Conversion Agents or Registrar May Own Securities ection 10.06. Monies to be Held in Trust ection 10.07. Compensation and Expenses of Trustee ection 10.08. Officers Certificate as Evidence ection 10.09. Conflicting Interests of Trustee ection 10.10. Eligibility of Trustee ection 10.11. Resignation or Removal of Trustee ection 10.12. Acceptance by Successor Trustee ection 10.13. Succession by Merger ection 10.14. Preferential Collection of Claims

ARTICLE 11 HOLDERS LISTSAND REPORTSBY TRUSTEE

ection 11.01. Company to Furnish Trustee Names and Addresses of Holders ection 11.02. Preservation of Information; Communications to Holders. ection 11.03. Reports By Trustee ection 11.04. Reports by Company

ARTICLE 12 SATISFACTION AND DISCHARGE

ection 12.01. Discharge of Indenture. ection 12.02. Deposited Monies to be Held in Trust by Trustee ection 12.03.Paying Agent to Repay Monies Held ection 12.04.Return o f Unclaimed Monies ection 12.05.Reinstatement

ARTICLE 13 SUPPLEMENTAL INDENTURES

ection 13.01. Supplemental Indentures Without Consent of Holders ection 13.02. Supplemental Indentures With Consent of Holders ection 13.03. Execution of Supplemental Indentures ection 13.04. Effect of Supplemental Indentures ection 13.05. Conformity with Trust Indenture Act

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ection 13.06.Reference in Securities to Supplemental Indentures ection 13.07.Notice to Holders of Supplemental Indentures

ARTICLE 14 MISCELLANEOUS

ection 14.01. Communication by Holders with other Holders ection 14.02. When Securities Are Disregarded ection 14.03. Rules by Trustee, Paying Agent and Security Registrar ection 14.04. Successors ection 14.05. Multiple Originals ection 14.06. Qualification of Indenture ection 14.07. Calculations ection 14.08. Waiver of Jury Trial ection 14.09. Force Majeure

chedule

Schedule I

Table of Additional Shares to be added to Conversion Rate upon Fundamental Changes specified in Section

6.06 of the Indenture

xhibits Exhibit A Form of Security

Exhibit B Form of Legend for Global Security Exhibit C-1 Form of Legend for Restricted Securities Exhibit C-2 Form of Legend for Common Stock issued upon conversion of Restricted Securities

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INDENTURE dated as of May 16, 2007 between CACI International Inc, a corporation duly organized and existing under the

ws of the State of Delaware, as Issuer (the Company), having its principal office at 1100 North Glebe Road, Arlington, Virginia

2201 and The Bank of New York, as Trustee (the Trustee).

RECITALS OF THE COMPANY

WHEREAS, the Company has duly authorized the creation of an issue of 2.125% Convertible Senior Subordinated Notes Du

014 (each a Security and collectively, the Securities) of the tenor and amount hereinafter set forth, and to provide therefor th

ompany has duly authorized the execution and delivery of this Indenture; and

WHEREAS, all things necessary to make the Securities, when executed by the Company and authenticated and delivered

ereunder and duly issued by the Company, the valid and legally binding obligations of the Company, and to make this Indenture

alid and legally binding agreement of the Company, in accordance with the terms of the Securities and the Indenture, have been

one;

NOW, THEREFORE, THIS INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the

ecurities by the Holders thereof, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of a

olders of the Securities, as follows:

ARTICLE 1DEFINITIONSAND OTHER PROVISIONSOF GENERAL APPLICATION

Section 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided, or unless the context

herwise requires:

(i) the terms defined in this Article 1 have the meanings assigned to them in this Article and include the plural as well as

singular;

(ii) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the

meanings assigned to them therein;

(iii) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; an

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(iv) the words herein, hereof and hereunder and other words of similar import refer to this Indenture as a whole and

not to any particular Article, Section or other subdivision.

Act, when used with respect to any Holder, has the meaning specified in Section 1.04.

Additional Interest shall mean the additional interest that is payable by the Company pursuant to the Registration Rights

greement.

Additional Shares has the meaning specified in Section 6.06(a).

Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct o

direct common control with such specified Person. For the purposes of this definition, control when used with respect to any

ecified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the

wnership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative t

e foregoing.

Agent Members has the meaning specified in Section 3.09(a).

Bid Solicitation Agent means the Trustee or an independent nationally recognized securities dealer selected by the Compa

solicit market bid quotations for the Securities, which shall in no event be an Affiliate of the Company. The Bid Solicitation Ag

all initially be the Trustee.

Board of Directors means, with respect to any Person, either the board of directors of such Person or any duly authorized

mmittee of that board.

Board Resolution means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secret

such Person to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certificatio

d delivered to the Trustee.

Business Day means, with respect to any Security, any day other than (i) a Saturday, a Sunday or a day on which the Federa

eserve Bank of New York is closed, or (ii) a day on which the Corporate Trust Office of the Trustee is closed for business.

Capital Stock means any and all shares, interests, participations, rights or other equivalents (however designated) ofrporate stock and limited liability company interests and, with respect to partnerships, partnership interests (whether general or

mited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or

stributions of assets of, such partnership.

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Code means the Internal Revenue Code of 1986, as amended.

Commission means the U.S. Securities and Exchange Commission, as from time to t ime constituted, created under the

xchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties n

signed to i t under the Trust Indenture Act, then the body performing such duties at such time.

Common Stock means the shares of common stock, par value $0.10 per share, of the Company as they exist on the date of

is Indenture or any other shares of Capital Stock of the Company into which the Common Stock shall be reclassified or changed

the event of a merger, consolidation or other similar transaction involving the Company that is otherwise permitted hereunder in

hich the Company is not the surviving corporation, the common stock, common equity interests, ordinary shares or depositary

ares or other certificates representing common equity interests of such surviving corporation or its direct or indirect parent

rporation.

Company means the Person named as the Company in the first paragraph of this instrument until a successor Person shal

ave become such pursuant to the applicable provisions of this Indenture, and thereafter Company shall mean such successor

erson.

Company Request or Company Order means a written request or order signed in the name of the Company by its Chief

xecutive Officer or its President and by its Chief Financial Officer, its Treasurer or its Secretary, and delivered to the Trustee.

Conversion Agent means the Trustee or such other office or agency designated by the Company where Securities may beesented for conversion.

Conversion Date has the meaning specified in Section 6.02(b).

Conversion Notice shall have the meaning specified in Section 6.02(b).

Conversion Price means, in respect of each Security, as of any date $1,000 divided by the Conversion Rate as of such date

Conversion Rate means initially 18.2989 shares of Common Stock per $1,000 principal amount of Securities, subject to

justment as set forth in Article 6.

Corporate Trust Office means the office of the Trustee at which the corporate trust business of the Trustee shall, at anyarticular time, be administered, which office is, at the date as of which this Indenture is dated, located at 101 Barclay Street, New

ork, New York 10286, Attention: Corporate Trust Administration, re: CACI International Inc, 2.125% Convertible Senior

ubordinated Notes Due 2014.

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Corporation means a corporation, association, company, joint-stock company or business trust.

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

Daily Conversion Value means, for each of the 45 consecut ive Trading Days during the Observation Period, one-forty-fifth

e product of (i) the Conversion Rate on such Trading Day and (ii) the Daily VWAP of Common Stock for such Trading Day.

Daily Settlement Amount has the meaning specified in Section 6.03(d).

Daily VWAP means, for each of the 45 consecutive Trading Days during the Observation Period, the per share volume-eighted average price as displayed under the heading Bloomberg VWAP on Bloomberg page CAI.N AQR (or its

uivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled

ose of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the

arket value of one share of Common Stock on such Trading Day determined, using a volume-weighted average method, by a

ationally recognized independent investment banking firm retained for such purpose by the Company). Daily VWAP will be

termined without regard to after hours trading or any other trading outside of the regular trading session hours.

Default means any event that is or with the passage of time or the giving of notice or both would become an Event of Defau

Depositary means the clearing agency that is designated to act as depositary for the Global Securities. The Depository Trus

ompany shall be the Depositary, until a successor Depositary shall have become such pursuant to the applicable provisions of thidenture, and thereafter Depositary shall mean such successor Depositary.

Designated Senior Indebtedness means the Indebtedness under the Senior Credit Agreement and after the Senior Credit

greement has been repaid in full in cash and the commitments thereunder terminated, any other Senior Indebtedness in which the

strument creating or evidencing such indebtedness, or any related agreements or documents to which the Company is a party,

pressly provides that such indebtedness is designated senior indebtedness for purposes

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this Indenture (provided that the instrument, agreement or other document may place limitations and conditions on the right of

e Senior Indebtedness to exercise the rights of Designated Senior Indebtedness). The Company shall provide to a Responsible

fficer of the Trustee prompt written notice of any indebtedness which has been designated as Designated Senior Indebtedness f

urposes of this Indenture, and of any limitations and conditions on the right of the Senior Indebtedness to exercise the rights of

esignated Senior Indebtedness. The Trustee shall not be charged with knowledge of any such designation until it has received su

ritten notice.

Effective Date has the meaning specified in Section 6.06(b).

Event of Default has the meaning specified in Section 7.01.

Ex-Dividend Date means the first date on which the shares of Common Stock trade on the applicable exchange or in the

plicable market, regular way, without the right to receive the issuance or distribution in question.

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

Fair Market Value means the amount which a willing buyer would pay a willing seller in an arms length transaction.

Fundamental Change means the occurrence of any of the following events at any time after the Securities are originally

sued:

(1) a person or group within the meaning of Section 13(d) of the Exchange Act other than the Company, its Subsidiaries

e Companys or its Subsidiaries employee benefit plans, has become the direct or indirect beneficial owner, as defined in Rule

d-3 under the Exchange Act, of the Companys common equity representing more than 50% of the voting power of the Compan

mmon equity;

(2) consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting

om a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, othe

curities, other property or assets or (B) any share exchange, consolidation or merger of the Company (excluding a merger solely

e purpose of changing the Companys jurisdiction of incorporation) pursuant to which the Common Stock will be converted into

sh, securities or other property or any sale, lease or other transfer in one transaction or a series of transactions of all or substantial

l of the consolidated assets of the Company and i ts Subsidiaries, taken as a whole, to any Person other than one of the Subsidiari

ovided that a transaction where the holders of more than 50% of all classes of

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e Companys common equity immediately prior to such transaction that is a share exchange, consolidation or merger own, direc

indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent

ereof immediately after such event shall not be a Fundamental Change;

(3) the Companys stockholders approve any plan or proposal for the liquidation or dissolution of the Company; or

(4) the Common Stock, or other common stock into which the Securities are then convertible, ceases to be listed on any natio

curities exchange or quoted on an established automated over-the-counter trading market in the United States;

A Fundamental Change as a result of clause (2) above will not be deemed to have occurred, however, if at least 90% of thensideration received or to be received by holders of the Common Stock, excluding cash payments for fractional shares, in

nnection with the transaction or transactions constituting the Fundamental Change consists of Publicly Traded Securities and, a

sult of such transaction or transactions, the Securities become convertible into such Publicly Traded Securities, excluding cash

ayments for fractional shares, subject to the right of the Company to satisfy its conversion obl igations in the manner set forth und

ection 6.03.

Fundamental Change Company Notice has the meaning specified in Section 5.01(b).

Fundamental Change Purchase Date has the meaning specified in Section 5.01(a).

Fundamental Change Purchase Notice has the meaning specified in Section 5.01(a).

Fundamental Change Purchase Price has the meaning specified in Section 5.01(a).

GAAP means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting

inciples Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial

ccounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of th

counting profession, in each case, as in effect in the United States from time to time.

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Global Security means a Security in global form registered in the Security Register in the name of a Depositary or a nomin

ereof.

Holder or Securityholder means a Person in whose name a Security is registered in the Security Register.

Indebtedness means:

(i) all of the Companys indebtedness, obligations and other liabilities, contingent or otherwise, (A) for borrowed money

including overdrafts, foreign exchange contracts, currency exchange agreements, interest rate protection agreements and any

loans or advances from banks, whether or not evidenced by notes or similar instruments, or (B) evidenced by credit or loanagreements, bonds, debentures, notes or similar instruments, whether or not the recourse of the lender is to the whole of the

assets of the Company or to only a portion thereof, other than any account payable or other accrued current liability or

obligation incurred in the ordinary course of business in connection with the obtaining of materials or services;

(ii) all of the Companys reimbursement obligations and other liabilities, contingent or otherwise, with respect to letters

credit, bank guarantees or bankers acceptances;

(iii) all of the Companys obligations and liabilities, contingent or otherwise, in respect of leases required, in conformity

with GAAP, to be accounted for as capitalized lease obligations on the Companys balance sheet;

(iv) all of the Companys obligations and other liabilities, contingent or otherwise, under any lease or related document,

including a purchase agreement, conditional sale or other title retention agreement, in connection with the lease of real prope

or improvements thereon (or any personal property included as part of any such lease) which provides that the Company is

contractually obligated to purchase or cause a third party to purchase the leased property or pay an agreed upon residual valu

of the leased property, including the Companys obligations under such lease or related document to purchase or cause a thir

party to purchase such leased property or pay an agreed upon residual value of the leased property to the lessor;

(v) all of the Companys obligations, contingent or otherwise, with respect to an interest rate or other swap, cap, floor or

collar agreement or hedge agreement, forward contract or other similar instrument or agreement or foreign currency hedge,

exchange, purchase or similar instrument or agreement (other than the Companys obligations under the convertible note hed

and warrant transactions entered into in connection with the issuance of the Securities);

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(vi) all of the Companys direct or indirect guarantees or similar agreements by the Company in respect of, and all of the

Companys obligations or liabilities to purchase or otherwise acquire or otherwise assure a creditor against loss in respect of,

indebtedness, obligations or liabilities of another person of the kinds described in clauses (i) through (v) above; and

(vii) any and all deferrals, renewals, extensions, refinancings and refundings of, or amendments, modifications or

supplements to, any indebtedness, obligation or liability of the kinds described in clauses (i) through (vi) above.

Indenture means this instrument as originally executed or as it may from time to time be supplemented or amended by one

ore indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this

strument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govis instrument and any such supplemental indenture, respectively.

Initial Purchasers means J.P. Morgan Securities Inc., Banc of America Securities LLC, Morgan Stanley & Co. Incorporated

aymond James & Associates, Inc., SunTrust Capital Markets, Inc. and Wachovia Capital Markets, LLC.

Interest Payment Date means each May 1 and November 1 of each year, beginning November 1, 2007.

Issue Date means the date the Securities are originally issued as set forth on the face of the Security under this Indenture.

Last Reported Sale Price means, on any date, the closing sale price per share of the Common Stock (or, if no closing sale

ice is reported, the average of the last bid and ask prices or, if more than one in either case, the average of the average last bid and

e average last ask prices) on such date as reported in composite transactions for the principal U.S. securities exchange on which t

ommon Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the

levant date, the Last Reported Sale Price shall mean the last quoted bid price for the Common Stock in the over-the-counter

arket on such date as reported by the National Quotation Bureau Incorporated or any similar organization. If the Common Stock

ot so quoted, the Last Reported Sale Price shall mean the average of the mid-point of the last bid and ask prices for the Commo

ock on such date from each of at least three nationally recognized independent investment banking firms selected by the Compa

r such purpose.

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Market Disruption Event means, for purposes of the definition of Trading Day in Section 6.03(i), (i) a failure by the prima

S. national or regional securities exchange or market on which the Common Stock is listed or admitted to trading to open for

ading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Trading

ay for the Common Stock for an aggregate one half hour period of any suspension or limitation imposed on trading (by reason of

ovements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock on the relevant

change or in any options, contracts or future contracts relating to the Common Stock on the relevant exchange.

Maturity, when used with respect to any Security, means the date on which the principal or Fundamental Change Purchase

ice of such Security becomes due and payable as therein or herein provided, whether at Stated Maturity or Fundamental Changeurchase Date, by declaration of acceleration or otherwise.

Measurement Period has the meaning specified in Section 6.01(a).

Net Share Settlement has the meaning specified in Section 6.03(a).

Notice of Default has the meaning specified in Section 7.01.

Observation Period with respect to any Security tendered for conversion means: (i) if the related Conversion Date is on or

ter February 19, 2014 (whether or not such date is a Business Day), the 45 consecutive Trading Day period beginning on, and

cluding, the 47th Scheduled Trading Day prior to Stated Maturity; and (ii) in all other instances, the 45 consecutive Trading Day

riod beginning on, and including, the third Trading Day immediately following the related Conversion Date.

Officers Certificate means a certificate signed by the Chief Executive Officer, the President or the Chief Financial Officer

d by the Treasurer or the Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers

ertificate given pursuant to Section 4.09 shall be the principal executive, financial or accounting officer of the Company.

Opinion of Counsel means a written opinion of counsel who may be external or in-house counsel for the Company, and wh

all be reasonably acceptable to the Trustee, in form and substance acceptable to the Trustee.

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Outstanding, when used with respect to Securities, means, as of the date of determination, all Securities theretofore

thenticated and delivered under this Indenture, except:

(i) Securities theretofore cancelled by the Trustee or accepted by the Trustee for cancellation;

(ii) Securities, or portions thereof, for the payment of which or purchase money in the necessary amount has been

theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in tr

by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities;provided that if such

Securities are to be purchased prior to the maturity thereof, notice of such purchase shall have been given to the Holders as

herein provided, or provision satisfactory to a Responsible Officer of the Trustee shall have been made for giving such notice(iii) Securities that have been paid or in exchange for or in lieu of which other Securities have been authenticated and

delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the

Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid

obligations of the Company; and

(iv) Securities converted pursuant to Article 6;

ovided that, in determining whether the Holders of the requisite Principal Amount of the Outstanding Securities have given any

quest, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other

bligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be

utstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand,

thorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be

wned shall be so disregarded. Notwithstanding the foregoing, Securities that have been pledged in good faith may be regarded as

utstanding if the pledgee establishes to the satisfaction of the Trustee the pledgees right so to act with respect to such Securities

d that the pledgee is not the Company or any other obligor of the Securities or any Affiliate of the Company or of such other

bligor. Upon the written request of the Trustee, the Company shall furnish to the Trustee promptly an Officers Certificate listing

entifying all Securities, if any, known by the Company to be owned by held by or for the account of the Company, or any other

bligor on the Securities or any Affiliate of the Company or such obligor, and subject to the provisions of Section 6.01, the Truste

all be entitled to accept such Officers Certificate as conclusive evidence of the facts therein set forth and of the fact that all

ecurities not listed therein are Outstanding for the purpose of any such determination.

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Paying Agent means any Person (including the Company) authorized by the Company to pay the Principal Amount of,

terest on, including Additional Interest, or Fundamental Change Purchase Price of, any Securities on behalf of the Company. Th

rustee shall be the initial Paying Agent.

Person means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated

ganization or government or any agency or political subdivision thereof.

Physical Securities means permanent certificated Securities in registered form issued in denominations of $1,000 Principal

mount and multiples thereof.

Principal Amount of a Security means the principal amount as set forth on the face of the Security.

Publicly Traded Securities means, in respect of a transaction set forth in the definition of Fundamental Change, shares of

mmon stock that are traded on a U.S. national securities exchange or which will be so traded or quoted when issued or exchange

connection with such Fundamental Change.

Purchase Agreement means the Purchase Agreement, dated May 10, 2007, entered into by the Company and the Initial

urchasers in connection with the sale of the Securities.

Qualified Institutional Buyer or QIB shall have the meaning specified in Rule 144A.

Record Date means, with respect to the payment of interest on the Securities, including Additional Interest, if any, the

pril 15 (whether or not a Business Day) immediately preceding an Interest Payment Date on May 1, and the October 15 (whether

ot a Business Day) immediately preceding an Interest Payment Date on November 1.

Reference Property has the meaning specified in Section 6.07.

Registration Rights Agreement means the Registration Rights Agreement, dated as of May 16, 2007, between the Compan

d the Initial Purchasers, for the benefit of itself and the Holders, as the same may be amended or modified from time to time in

cordance with the terms thereof.

Representative means the (a) indenture trustee or other trustee, agent or representative for any Senior Indebtedness

ncluding, without limitation, any

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ent under the Senior Credit Agreement) or (b) with respect to any Senior Indebtedness that does not have any such trustee, agent

her representative, (i) in the case of such Senior Indebtedness issued pursuant to an agreement providing for voting arrangements

mong the holders or owners of such Senior Indebtedness, any holder or owner of such Senior Indebtedness acting with the consen

the required persons necessary to b ind such holders or owners of such Senior Indebtedness and (ii) in the case of all other such

enior Indebtedness, the holder or owner of such Senior Indebtedness.

Resale Registration Statement means a registration statement under the Securities Act registering the Securities, and the

ommon Stock issuable upon conversion of the Securities, for resale pursuant to the terms of the Registration Rights Agreement.

Responsible Officer means, when used with respect to the Trustee, any officer within the corporate trust department of the

rustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other offic

the Trustee who customarily performs functions similar to those performed by the Persons who at the time shal l be such officers,

spectively, or to whom any corporate trust matter is referred because of such persons knowledge of and familiarity with the

articular subject and who shall have direct responsibility for the administration of this Indenture.

Restricted Global Security means a Global Security representing Restricted Securities.

Restricted Security or Restricted Securities has the meaning specified in Section 2.03.

Rule 144 means Rule 144 under the Securities Act (including any successor rule thereto), as the same may be amended from

me to time.

Rule 144A means Rule 144A under the Securities Act (including any successor rule thereto), as the same may be amended

om time to time.

Scheduled Trading Day means a day that is scheduled to be a day on which trading in securities generally occurs on the N

ork Stock Exchange, or if the Common Stock is not then listed on the New York Stock Exchange, on the other primary U.S.

ational or regional securities exchange on which the Common Stock is then listed or admitted for trading. If the Common Stock i

ot so listed or admitted for trading, Scheduled Trading Day means a Business Day.

Securities Act means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission

omulgated thereunder.

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Security or Securities has the meaning specified in the first paragraph of the Recitals of the Company.

Security Register and Security Registrar have the respective meanings specified in Section 3.06.

Senior Credit Agreement means the Credit Agreement dated as of May 3, 2004, as amended and modified pursuant to the

rst Amendment to the Credit Agreement dated May 18, 2005 and the Second Amendment to the Credit Agreement dated May 9,

007, among the Company, the guarantors party thereto, Bank of America, N.A., as administrative agent, swing l ine lender and L/C

suer, SunTrust Bank, as syndication agent, Wachovia Bank, National Association, as documentation agent, Manufacturers and

raders Trust Company, as co-agent, and the other lenders party thereto.

Senior Indebtedness means the principal of, and premium, if any, interest, including any interest accruing after the

mmencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowed as a claim in th

oceeding, and rent payable on or in connection with, and all fees, costs, expenses and other amounts accrued or due on or in

nnection with, Indebtedness, whether secured or unsecured, absolute or contingent, due or to become due, outstanding on the da

this Indenture or thereafter created, incurred, issued, assumed, guaranteed or in effect guaranteed by the Company, including all

ferrals, renewals, extensions, refinancings or refundings of, or amendments, modifications or supplements to, the foregoing;

ovided that Senior Indebtedness does not include:

(i) Indebtedness that expressly provides that such Indebtedness (a) shall not be senior in right of payment to the Securiti

(b) shall be equal in right of payment to the Securities or (c) shall be junior in right of payment to the Securities;

(ii) any Indebtedness to any majority-owned Subsidiaries, other than Indebtedness to a Subsidiary arising by reason of

guarantees by the Company of Indebtedness of such Subsidiary to a Person that is not a Subsidiary; and

(iii) Indebtedness for trade payables or the deferred purchase price of assets or services incurred in the ordinary course of

business.

Settlement Amount has the meaning specified in Section 6.03(c).

Significant Subsidiary means, as of any date of determination, a Subsidiary of the Company that would constitute a

ignificant subsidiary as such term is defined under Rule 1-02(w) of Regulation S-X of the Commission as in effect on the date

is Indenture.

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Spin-Off has the meaning specified in Section 6.04(c).

Stated Maturity, when used with respect to any Security, means the date specified in such Security as the fixed date on wh

amount equal to the Principal Amount of such Security together with accrued and unpaid interest, if any, is due and payable.

Stock Price has the meaning specified in Section 6.06(b).

Stock Transfer Agent means American Stock Transfer and Trust Company, or such other Person as may be designated by t

ompany as the transfer agent for the Common Stock.

Subsidiary means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, b

e Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this

finition, voting stock means stock which ordinarily has voting power for the election of directors, whether at all t imes or only

ng as no senior class of stock has such voting power by reason of any contingency.

Successor Company has the meaning specified in Section 8.01(a).

Trading Day means, except as provided in Section 6.03(i) hereof, a day on which (i) trading in securities generally occurs

e New York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, on the principal other

S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed

U.S. national or regional securities exchange, in the principal other market on which the Common Stock is then traded, (ii) there o market disruption event and (iii) a Last Reported Sale Price for the Common Stock is available on such securities exchange or

arket. If the Common Stock (or other security for which a closing sale price must be determined) is not so listed or quoted , Tradi

ay means a Business Day. For purposes of this definition, market disruption event means the occurrence or existence on any

rading Day of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by t

levant stock exchange or otherwise) in the Common Stock on the relevant exchange or in any options, contracts or future contra

lating to the Common Stock on the relevant exchange, and such suspension or limitation occurs or exists during the one hour

riod before the closing time of the relevant exchange on such day.

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Trading Price of the Securities on any date of determination means the average of the secondary market bid quotations pe

,000 Principal Amount of the Securities obtained by the Bid Solicitation Agent for $5,000,000 Principal Amount of the Securiti

approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securit

alers selected by the Company;provided that, if three such bids cannot reasonably be obtained by the Bid Solicitation Agent bu

wo 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

d Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for

5,000,000 Principal Amount of the Securities from a nationally recognized securities dealer, then the Trading Price per $1,000

incipal Amount of Securities will be deemed to be less than 97% of the product of the Last Reported Sale Price of the Common

ock and the applicable Conversion Rate.

Trigger Event has the meaning specified in Section 6.04(b).

Trust Indenture Act means the Trust Indenture Act of 1939 as in effect on the date as of which this Indenture was executed

cept as provided in Section 13.05;provided that in the event the Trust Indenture Act of 1939 is amended after such date, Trust

denture Act means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

Trustee means the Person named as the Trustee in the first paragraph of this instrument until a successor Trustee shall ha

come such pursuant to the applicable provisions of this Indenture, and thereafter Trustee shall mean such successor Trustee.

U.S. means the United States of America.

Vice President, when used with respect to the Company or the Trustee, means any vice president, whether or not designate

y a number or a word or words added before or after the title vice president.

Section 1.02. Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take

y action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers Certificate stating that all

nditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this

denture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such

unsel, all such conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, hav

en complied with, except that in the case of any such application or request as to which the furnishing of such documents is

ecifically required by any provision of this Indenture relating to such particular application

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request, no additional certificate or opinion need be furnished. Each such certificate or opinion shall be given in the form of an

fficers Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall

mply with the requirements of the Trust Indenture Act and any other requirement set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall

clude:

(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definition

rein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions

ntained in such certificate or opinion are based;

(c) a statement that, in the opinion of each such individual, such individual has made such examination or investigation as is

cessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been

mplied with; and

(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by , or

vered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion o

nly one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an

pinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or gi

opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate o

pinion of, or representations by, counsel, unless such officer knows that the certificate or opinion or representations with respect t

e matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based,

sofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company

ating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows th

e certificate or opinion or representations with respect to such matters are erroneous.

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Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements,

pinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.04.Acts of Holders; Record Dates.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be giv

taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such

olders in person or by agent duly appointed in writing and, except as herein otherwise expressly provided such action shall beco

fective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Compa

uch instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as an A

the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any su

ent shall be sufficient for any purpose of this Indenture and (subject to Section 10.01) conclusive in favor of the Trustee and the

ompany, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a

itness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deed

rtifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such executio

y a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof

s authority. The fact and date of the execution by any Person of any such instrument or writing, or the authority of the Person

ecuting the same, may also be proved in any other manner which the Trustee reasonably deems sufficient and in accordance with

ch reasonable rules as the Trustee may determine.

(c) The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as the record date for the purpo

determining the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other

tion , or to vote on any action, authorized or permitted to be given or taken by Holders. If not set by the Company prior to the fir

licitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the

cord date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be

ovided pursuant to Section 11 .01) prior to such first solicitation or vote, as the case may be. With regard to any record date, only

e Holders on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action.

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(d) The ownership of Securities shall be proved by the Security Register.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind

ery future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in

change therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in

liance thereon, whether or not notation of such action is made upon such Security.

Section 1.05. Notices to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act

olders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

(i) the Trustee by any Holder or by the Company shal l be sufficient for every purpose hereunder if made, given, furnishe

or filed in writing to or with the Trustee at its applicable Corporate Trust Office or transmitted by facsimile transmission

(confirmed by del ivery in person or mail by first-class mail, postage prepaid, or by guaranteed overnight courier); or

(ii) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herei

expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its

principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the

Trustee by the Company, Attent ion: Chief Legal Officer.

Section 1.06. Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall b

fficient ly given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder

fected by such event, at such Holders address as it appears in the Security Register, not later than the latest date (if any), and notrlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail,

ither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency o

ch notice with respect to other Holders. Where this Indenture provides for notice in any manner, such not ice may be waived in

riting by the Person entit led to receive such notice, either before or after the event, and such waiver shall be the equivalent of suc

otice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validit

any action taken in reliance upon such waiver.

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In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give suc

otice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for

ery purpose hereunder.

Whenever under this Indenture the Trustee is required to provide any notice by mail, in all cases the Trustee may alternativel

ovide not ice by overnight courier or by telefacsimile, with confirmation of transmission.

Section 1.07. Conflict with Trust Indenture Act. Except as otherwise expressly provided herein, the Trust Indenture Act shall

ply as a matter of contract to this Indenture for purposes of interpretation, construction and defining the rights and obligations

reunder, and this Indenture, the Company, and the Trustee shall be deemed for all purposes hereof to be subject to and governed

e Trust Indenture Act. Except as otherwise provided herein, if and to the extent that any provision of this Indenture limits, qualif

conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of

ection 318(c) thereof, such imposed duties shall control.

Whenever this Indenture refers to a provision of the Trust Indenture Act, that provision is incorporated by reference in and ma

part of this Indenture. The Indenture shall also include those provisions of the Trust Indenture Act required to be included herein

e provisions of the Trust Indenture Reform Act of 1990. The following Trust Indenture Act terms used in this Indenture have the

llowing meanings:

indenture securities means the Securities;

indenture trustee means the Trustee; and

obligor on the Securities means the Company or any other obligor on the Securities.

All other terms used in this Indenture that are defined in the Trust Indenture Act, defined by Trust Indenture Act reference to

other statute or defined by any Commission rule and not otherwise defined herein shall have the meanings assigned to them

erein.

Section 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents

r convenience only and shal l not affect the construction hereof, and all Article and Section references are to Articles and Section

spectively, of this Indenture unless otherwise expressly stated.

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Section 1.09. Severability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or

nenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired

ereby.

Section 1.10. Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person

her than the parties hereto and their respective successors hereunder and the Holders of Securities, any benefit or any legal or

uitable right, remedy or claim under this Indenture.

Section 1.11. Governing Law. This Indenture and the Securities shall be governed by and construed in accordance with the la

the State of New York.

Section 1.12. No Recourse Against Others. No director, officer, employee, stockholder or Affiliate of the Company from time

me shall have any liability for any obligations of the Company under the Securities or this Indenture. Each Holder by accepting a

ecurity waives and releases such liability.

ARTICLE 2

SECURITY FORMS

Section 2.01. Form of Securities. The Securities and the Trustees certificate of authentication shall be in substantially the fo

t forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or

rmitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsementsaced thereon as may be required to comply with the rules of any securities exchange or Depositary therefor, the Code and

gulations thereunder, or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by

eir execution thereof.

Section 2.02. Global Securities. (a) So long as the Securities are eligible for book-entry settlement with the Depositary, or un

herwise required by law, or otherwise contemplated by Section 3.09(b), all of the Securities will be represented by one or more

ecurities in global form registered in the name of the Depositary or the nominee of the Depositary (Global Securities). The

ansfer and exchange of beneficial interests in any such Global Securities shall be effected through the Depositary in accordance

ith applicable procedures of the Depositary. Except as provided in Section 3.09, beneficial owners of a Global Security shall not

titled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in

finitive form and will not be considered Holders of such Global Security.

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(b) Each Global Security shall represent the aggregate principal amount of outstanding Securities from time to time endorsed

ereon and the aggregate principal amount of outstanding Securities represented thereby may from time to time be increased or

duced to reflect issuances, repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Secu

reflect the amount of any increase or decrease in the principal amount of outstanding Securities represented thereby shall be ma

y the Trustee or the custodian for the Global Security, at the direction of the Trustee, in such manner and upon instructions given

e Holder of such Securities in accordance with this Indenture.

(c) Each Global Security shall bear the legend set forth in Exhibit B hereto.

Section 2.03. Restricted Securities. (a) Until the expiration of the holding period applicable to sales of Securities under Rule

44(k) under the Securities Act (or any successor provision), any certificate evidencing a Security shall bear a legend in substantia

e form set forth in Exhibit C-1 hereto unless such Security has been sold pursuant to a registration statement that has been declar

fective under the Securities Act (and which continues to be effective at the t ime of such transfer) or sold pursuant to Rule 144 un

e Securities Act or any similar provision then in force, or unless otherwise agreed by the Company in writing as set forth in

ection 2.03(b) with written notice thereof to the Trustee.

(b) A Security that bears the legend set forth in Exhibit C-1 (a Restricted Security) shall be subject to the restrictions on

ansfer set forth in Section 3.11 (and the restrictions on transfer set forth in the legends in Exhibit C-1) unless such restrictions on

ansfer shall be (1) waived by written consent of the Company following receipt of legal advice supporting the permissibility of th

aiver of such transfer restrictions, or (2) have terminated in the manner set forth in Section 2.03(a). The Holder of each Restricted

ecurity, by such Holders acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.03,

rm transfer means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest

erein.

(c) A stock certificate representing shares of Common Stock issued upon conversion of a Restricted Security shal l bear a legen

substant ially the form set forth in Exhibit C-2 hereto, and the Holder of each such Restricted Security, by such Holders accepta

ereof, agrees to be bound by all such restrictions on transfer of the Common Stock. Stock certificates representing shares of

ommon Stock issued upon conversion of a Security that is not a Restricted Security shall not bear the form of legend set forth in

xhibit C-2.

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ARTICLE 3

THE SECURITIES

Section 3.01. Title and Terms; Payments. The aggregate Principal Amount of Securities that may be authenticated and deliver

nder this Indenture is initially limited to $300,000,000, except for Securities authenticated and delivered upon registration or

ansfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.05, 3.06, 3.07 or 5.05.

The Securities shall be known and designated as the 2.125% Convertible Senior Subordinated Notes Due 2014 of the

ompany. The Principal Amount shall be payable at Stated Maturity.

The Principal Amount of and interest (including any Additional Interest) on Global Securities registered in the name of the

epositary or its nominee shall be paid by wire transfer in immediately avai lable funds to the Depositary or its nominee, as

plicable, as the registered Holder of such Global Security.

The Principal Amount of Physical Securities shall be payable at the Corporate Trust Office and at any other office or agency

aintained by the Company for such purpose. Interest (including Additional Interest, if any) on Physical Securities will be payabl

to Holders having an aggregate Principal Amount of $5,000,000 or less of Securities, by check mailed to such Holders at the

dress set forth in the Security Register and (ii) to Holders having an aggregate Principal Amount of more than $5,000,000 of

ecurities, either by check mailed to such Holders or, upon application by a Holder to the Security Registrar not later than the

levant Record Date for such interest payment, by wire transfer in immediately avai lable funds to such Holders account within th

nited States, which application shal l remain in effect until the Holder notifies, in writing, the Security Registrar to the contrary.

If any Interest Payment Date (other than an Interest Payment Date coinciding with Stated Maturity or earlier Fundamental

hange Purchase Date) of a Security falls on a day that is not a Business Day, such Interest Payment Date shall be postponed to the

xt succeeding Business Day. If Stated Maturity or earlier Fundamental Change Purchase Date would fall on a day that is not a

usiness Day, the required payment of interest, if any, and Principal Amount (and Additional Interest, if any), shall be made on the

xt succeeding Business Day and no interest on such payment shall accrue for the period from and after Stated Maturity or earlier

undamental Change Purchase Date to such next succeeding Business Day. If a Record Date is not a Business Day, the Record Dat

ill be unaffected.

Section 3.02. Ranking. The Securities constitute the senior subordinated Indebtedness of the Company, as set forth in Article

reof.

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Section 3.03. Denominations. The Securities shall be issuable only in registered form without coupons and in denominations

,000 and any multiple of $1,000 above that amount.

Section 3.04. Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by

hief Executive Officer, its President, i ts Chief Financial Officer or its Treasurer.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company

all bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the

thentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities

ecuted by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of

ch Securities. The Company Order shall specify the amount of Securities to be authent icated, and shal l further specify the amoun

such Securities to be issued as a Global Security or as Physical Securities. The Trustee in accordance with such Company Order

all authenticate and deliver such Securities as in this Indenture provided