<PAGE>

                                                                     EXHIBIT 4.5

                          GENERAL SEMICONDUCTOR, INC.,

                                     Issuer,

                                       and

                              THE BANK OF NEW YORK,

                                     Trustee

                                -----------------


                                    INDENTURE

                          Dated as of December 14, 1999

                                -----------------




                                  $172,500,000
                  5.75% Convertible Subordinated Notes due 2006



<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>

TIA INDENTURE SECTION                                 SECTION
<S>                                                   <C>
310   (a) (1), (a) (2)..............................................7.10
      (a) (3), (a) (4)..............................................N.A.
      (a) (5).......................................................7.10
      (b)................................................7.8, 7.10, 14.2
      (c)...........................................................N.A.
311   (a), (b)......................................................7.11
      (c)...........................................................N.A.
312   (a)............................................................2.5
      (b), (c)......................................................14.3
313   (a)............................................................7.6
      (b) (1).......................................................N.A.
      (b) (2)........................................................7.6
      (c)......................................................7.6, 14.2
      (d)............................................................7.6
314   (a).................................................4.5, 4.6, 14.2
      (b)...........................................................N.A.
      (c) (1)..............................................2.2, 7.2 14.4
      (c) (2)..................................................7.2, 14.4
      (c) (3), (d)..................................................N.A.
      (e)...........................................................14.5
      (f)...........................................................N.A.
315   (a)........................................................7.1 (b)
      (b)......................................................7.5, 14.2
      (c).........................................................7.1(a)
      (d)..............................................2.8, 6.11, 7.1(c)
      (e)...........................................................6.13
316   (a) (last sentence)............................................2.9
      (a) (1) (A)...................................................6.11
      (a) (1) (B)...................................................6.12
      (a) (2).......................................................N.A.
      (b) ................................................6.7, 6.8, 6.12
      (c)............................................................1.1
317   (a) (1)........................................................6.3
      (a) (2)........................................................6.4
      (b)............................................................2.4
318   (a)...........................................................14.1

</TABLE>



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                              PAGE
<S>                            <C>                                                                              <C>
ARTICLE I.DEFINITIONS AND INCORPORATION BY REFERENCE..............................................................1
         SECTION 1.1.          Definitions........................................................................1
         SECTION 1.2.          Incorporation by Reference of TIA..................................................9
         SECTION 1.3.          Rules of Construction.............................................................10

ARTICLE II.THE SECURITIES      ..................................................................................10
         SECTION 2.1.          Form and Dating...................................................................10
         SECTION 2.2.          Execution and Authentication......................................................11
         SECTION 2.3.          Registrar and Paying Agent........................................................11
         SECTION 2.4.          Paying Agent to Hold Assets in Trust..............................................12
         SECTION 2.5.          Securityholder Lists..............................................................12
         SECTION 2.6.          Transfer and Exchange.............................................................12
         SECTION 2.7.          Replacement Securities............................................................19
         SECTION 2.8.          Outstanding Securities............................................................19
         SECTION 2.9.          Treasury Securities...............................................................20
         SECTION 2.10.         Temporary Securities..............................................................20
         SECTION 2.11.         Cancellation......................................................................20
         SECTION 2.12.         Defaulted Interest................................................................21
         SECTION 2.13.         CUSIP Numbers.....................................................................22
         SECTION 2.14.         Deposit of Moneys.................................................................22

ARTICLE III.REDEMPTION         ..................................................................................22
         SECTION 3.1.          Right of Redemption...............................................................22
         SECTION 3.2.          Notices to Trustee................................................................22
         SECTION 3.3.          Selection of Securities to Be Redeemed............................................23
         SECTION 3.4.          Notice of Redemption..............................................................23
         SECTION 3.5.          Effect of Notice of Redemption....................................................24
         SECTION 3.6.          Deposit of Redemption Price.......................................................24
         SECTION 3.7.          Securities Redeemed in Part.......................................................25

ARTICLE IV.COVENANTS           ..................................................................................25
         SECTION 4.1.          Payment of Securities.............................................................25
         SECTION 4.2.          Maintenance of Office or Agency...................................................25
         SECTION 4.3.          Corporate Existence...............................................................25
         SECTION 4.4.          Payment of Taxes and Other Claims.................................................26
         SECTION 4.5.          Compliance Certificate; Notice of Default.........................................26
         SECTION 4.6.          Reports...........................................................................27
         SECTION 4.7.          Rule 144A Information Requirement.................................................27
         SECTION 4.8.          Further Instruments and Acts......................................................27

</TABLE>

                                        i

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<TABLE>

<S>                            <C>                                                                              <C>
ARTICLE V.SUCCESSOR CORPORATION..................................................................................27
         SECTION 5.1.          Limitation on Merger, Sale or Consolidation.......................................27
         SECTION 5.2.          Successor Corporation Substituted.................................................28

ARTICLE VI.EVENTS OF DEFAULT AND REMEDIES........................................................................28
         SECTION 6.1.          Events of Default.................................................................28
         SECTION 6.2.          Acceleration of Maturity Rescission and Annulment.................................30
         SECTION 6.3.          Collection of Indebtedness and Suits for Enforcement by Trustee...................31
         SECTION 6.4.          Trustee May File Proofs of Claim..................................................32
         SECTION 6.5.          Trustee May Enforce Claims Without Possession of Securities.......................33
         SECTION 6.6.          Priorities........................................................................33
         SECTION 6.7.          Limitation on Suits...............................................................34
         SECTION 6.8.          Unconditional Right of Holders to Receive Principal,
                               Premium, and Interest.............................................................34
         SECTION 6.9.          Rights and Remedies Cumulative....................................................35
         SECTION 6.10.         Delay or Omission Not Waiver......................................................35
         SECTION 6.11.         Control by Holders................................................................35
         SECTION 6.12.         Waiver of Default.................................................................35
         SECTION 6.13.         Undertaking for Costs.............................................................36
         SECTION 6.14.         Restoration of Rights and Remedies................................................36

ARTICLE VII.TRUSTEE            ..................................................................................36
         SECTION 7.1.          Duties of Trustee.................................................................36
         SECTION 7.2.          Rights of Trustee.................................................................38
         SECTION 7.3.          Individual Rights of Trustee......................................................39
         SECTION 7.4.          Trustee's Disclaimer..............................................................39
         SECTION 7.5.          Notice of Default.................................................................39
         SECTION 7.6.          Reports by Trustee to Holders.....................................................40
         SECTION 7.7.          Compensation and Indemnity........................................................40
         SECTION 7.8.          Replacement of Trustee............................................................41
         SECTION 7.9.          Successor Trustee by Merger, Etc..................................................42
         SECTION 7.10.         Eligibility; Disqualification.....................................................42
         SECTION 7.11.         Preferential Collection of Claims Against Company.................................42
         SECTION 7.12.         Other Capacities..................................................................42

ARTICLE VIII.SATISFACTION AND DISCHARGE..........................................................................43
         SECTION 8.1.          Satisfaction and Discharge of Indenture...........................................43
         SECTION 8.2.          Repayment to the Company..........................................................43

ARTICLE IX.AMENDMENTS, SUPPLEMENTS AND WAIVERS...................................................................43
         SECTION 9.1.          Supplemental Indentures Without Consent of Holders................................43
         SECTION 9.2.          Amendments, Supplemental Indentures and
                               Waivers with Consent of Holders...................................................44

</TABLE>

                                      -ii-

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<TABLE>

<S>                            <C>                                                                              <C>
         SECTION 9.3.          Compliance with TIA...............................................................45
         SECTION 9.4.          Revocation and Effect of Consents.................................................45
         SECTION 9.5.          Notation on or Exchange of Securities.............................................46
         SECTION 9.6.          Trustee to Sign Amendments, Etc...................................................46

ARTICLE X.MEETINGS OF HOLDERS  ..................................................................................46
         SECTION 10.1.         Purposes for Which Meetings May Be Called.........................................46
         SECTION 10.2.         Manner of Calling Meetings........................................................46
         SECTION 10.3.         Calling of Meetings by the Company or Holders.....................................47
         SECTION 10.4.         Who May Attend and Vote at Meetings...............................................47
         SECTION 10.5.         Regulations May Be Made by Company; Conduct of the Meeting;
                               Voting Rights; Adjournment........................................................47
         SECTION 10.6.         Voting at the Meeting and Record to Be Kept.......................................48
         SECTION 10.7.         Exercise of Rights of Trustee or Holders May Not Be Hindered
                               or Delayed by Call of Meeting.....................................................48

ARTICLE XI.RIGHT TO REQUIRE REPURCHASE UPON A CHANGE OF CONTROL..................................................49
         SECTION 11.1.         Repurchase of Securities at Option of the Holder
                               Upon a Change of Control..........................................................49
         SECTION 11.2.         Rescission of Change of Control Determination.....................................51

ARTICLE XII.SUBORDINATION........................................................................................51
         SECTION 12.1.         Securities Subordinated to Senior Indebtedness....................................51
         SECTION 12.2.         No Payment on Securities in Certain Circumstances.................................52
         SECTION 12.3.         Securities Subordinated to Prior Payment of All Senior
                               Indebtedness on Dissolution Liquidation or Reorganization.........................53
         SECTION 12.4.         Holders to Be Subrogated to Rights of Holders
                               of Senior Indebtedness............................................................54
         SECTION 12.5.         Obligations of the Company Unconditional..........................................55
         SECTION 12.6.         Trustee and Other Agents Entitled to Assume Payments
                               Not Prohibited in Absence of Notice...............................................55
         SECTION 12.7.         Subordination Rights Not Impaired by Acts or Omissions of the
                               Company or Holders of Senior Indebtedness.........................................56
         SECTION 12.8.         Holders Authorize Trustee to Effectuate Subordination of Securities...............56
         SECTION 12.9.         Right of Trustee to Hold Senior Indebtedness......................................56
         SECTION 12.10.        Article XII Not to Prevent Events of Default......................................57
         SECTION 12.11.        No Duty of Trustee and Other Agents to Holders of Senior
                               Indebtedness......................................................................57

ARTICLE XIII.CONVERSION OF SECURITIES............................................................................57
         SECTION 13.1.         Conversion Privilege..............................................................57
         SECTION 13.2.         Exercise of Conversion Privilege..................................................58
         SECTION 13.3.         Fractional Interests..............................................................59
         SECTION 13.4.         Conversion Price..................................................................59
         SECTION 13.5.         Adjustment of Conversion Price....................................................59

</TABLE>

                                     -iii-

<PAGE>

<TABLE>

<S>                            <C>                                                                              <C>
         SECTION 13.6.         Continuation of Conversion Privilege in Case of Reclassification,
                               Change, Merger, Consolidation or Sale of Assets...................................66
         SECTION 13.7.         Notice of Certain Events..........................................................67
         SECTION 13.8.         Taxes on Conversion...............................................................68
         SECTION 13.9.         Company to Provide Stock..........................................................68
         SECTION 13.10.        Disclaimer of Responsibility for Certain Matters..................................69
         SECTION 13.11.        Return of Funds Deposited for Redemption of Converted Securities..................69

ARTICLE XIV.MISCELLANEOUS      ..................................................................................70
         SECTION 14.1.         TIA Controls......................................................................70
         SECTION 14.2.         Notices...........................................................................70
         SECTION 14.3.         Communications by Holders with Other Holders......................................71
         SECTION 14.4.         Certificate and Opinion as to Conditions Precedent................................71
         SECTION 14.5.         Statements Required in Certificate or Opinion.....................................71
         SECTION 14.6.         Rules by Trustee, Paying Agent, Registrar.........................................72
         SECTION 14.7.         Legal Holidays....................................................................72
         SECTION 14.8.         Governing Law.....................................................................72
         SECTION 14.9.         No Adverse Interpretation of Other Agreements.....................................73
         SECTION 14.10.        No Recourse Against Others........................................................73
         SECTION 14.11.        Successors........................................................................73
         SECTION 14.12.        Duplicate Originals...............................................................73
         SECTION 14.13.        Severability......................................................................73
         SECTION 14.14.        Table of Contents, Headings, Etc..................................................74
         SECTION 14.15.        Qualification of Indenture........................................................74
         SECTION 14.16.        Benefits of Indenture.............................................................74

</TABLE>

Exhibit A  -      FORM OF SECURITY

Exhibit B  -      5.75% CONVERTIBLE SUBORDINATED NOTES DUE 2006
                  CERTIFICATE TO BE DELIVERED UPON EXCHANGE

                  OR REGISTRATION OF TRANSFER OF NOTES(1)
                  Re: 5.75% CONVERTIBLE SUBORDINATED NOTES DUE 2006

Exhibit C  -      FORM OF CONVERSION NOTICE

--------
(1) This Certificate shall be included only for the Transfer Restricted Notes.

                                      -iv-

<PAGE>

         INDENTURE, dated as of December 14, 1999, between General
Semiconductor, Inc., a Delaware corporation (the "Company"), and The Bank of New
York, as Trustee. Each party hereto agrees as follows for the benefit of each
other party and for the equal and ratable benefit of the Holders of the
Company's 5.75% Convertible Subordinated Notes due 2006:

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION I.1. DEFINITIONS.

         "Acceleration Notice" shall have the meaning specified in Section 6.2.

         "Affiliate" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
purposes of this definition, the terms "control," "controlling" and "controlled"
mean the power to direct the management and policies of a person, directly or
through one or more intermediaries, whether through the ownership of voting
securities, by contract, or otherwise.

         "Agent" means the Trustee and any Registrar, Paying Agent,
co-Registrar, authenticating agent or Securities Custodian.

         "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal,
state or foreign law for the relief of debtors.

         "Beneficial Owner" for purposes of the definition of Change of Control
has the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange
Act, whether or not applicable, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning.

         "Blockage Notice" shall have the meaning specified in Section 12.2(b).

         "Board of Directors" means, with respect to any person, the Board of
Directors of such person or any committee of the Board of Directors of such
person authorized, with respect to any particular matter, to exercise the power
of the Board of Directors of such person.

         "Board Resolution" means, with respect to any person, a duly adopted
resolution of the Board of Directors of such person.

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close.

                                      -1-

<PAGE>

         "Capitalized Lease Obligation" means, as to any Person, the obligation
of such Person to pay rent or other amounts under a lease to which such Person
is a party that is required to be classified and accounted for as a capital
lease obligation under GAAP.

         "Capital Stock" means, with respect to any Person, any and all shares,
interests, rights to purchase (other than convertible or exchangeable
indebtedness), warrants, options, participation or other equivalents of or
interests (however designated) in stock issued by that Person.

         "Cash" means such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts.

         "Change of Control" means the occurrence of any of the following: (i)
the direct or indirect sale, transfer, conveyance of other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of the
Company and its Subsidiaries taken as a whole to any "person" (as that term is
used in Section 13(d)(3) of the Exchange Act); (ii) the adoption of a plan
relating to the liquidation or dissolution of the Company; (iii) the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any "person" (as defined above)
becomes the Beneficial Owner, directly or indirectly, of more than 50% of the
Voting Stock of the Company, measured by the total voting power of all classes
of voting stock rather than number of shares; or (iv) the first day on which a
majority of the members of the Board of Directors of the Company are not
Continuing Directors.

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

         "Commodity Price Protection Agreement" means any forward contract,
commodity swap, commodity option or other similar financial arrangement or
arrangement relating to, or the value of which is dependent upon, fluctuations
in commodity prices.

         "Common Stock" means the Company's common stock, $.01 par value per
share, or as such stock may be reconstituted from time to time.

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

         "Continuing Director" means, at any date of determination, any member
of the Board of Directors of the Company (i) who was a member of such Board of
Directors on the date of this Indenture or (ii) who was nominated for election
or elected to such Board of Directors by at least a majority of the directors
who were such Continuing Directors at the time of such nomination or election or
whose election to the Company's Board of Directors was recommended or endorsed
by at least a majority of the directors who were such Continuing Directors at
the time of such nomination or election.

         "Conversion Price" shall have the meaning specified in Section 13.4.

         "Conversion Shares" shall have the meaning specified in Section
13.5(1).

                                      -2-

<PAGE>

         "Credit Agreement" means that certain Credit Agreement dated as of July
23, 1997, as amended as of December 31, 1998 and June 30, 1999, by and among the
Company and the lenders party thereto from time to time and The Chase Manhattan
Bank, as Administrative Agent, and the other financial institutions named
therein as Co-Agents, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, restated, modified, increased, renewed, refunded, replaced
or refinanced from time to time, whether or not with the same parties.

         "Currency Hedging Agreements" means any spot or forward foreign
exchange agreements and currency swap, currency option or other similar
financial agreements or arrangements entered into by any Person or any of its
Subsidiaries in the ordinary course of business and designed to protect against
or manage exposure to fluctuations in foreign currency exchange rates.

         "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

         "Date of Conversion" shall have the meaning specified in Section 13.2.

         "Default" means any event or condition that is, or after notice or
passage of time or both would be, an Event of Default.

         "Defaulted Interest" shall have the meaning specified in Section 2.12.

         "Definitive Securities" means Securities that are in the form of
Security attached hereto as Exhibit A that do not include the information called
for by footnotes 1 and 3 thereof.

         "Depositary" means, with respect to the Securities issuable or issued
in whole or in part in global form, the person specified in Section 2.3 as the
Depositary with respect to the Securities, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter "Depositary" shall mean or include such successor.

         "Designated Senior Indebtedness" means (i) Senior Indebtedness
outstanding under the Credit Agreement and (ii) any other Senior Indebtedness
the principal amount of which is $10 million or more; provided that such other
Senior Indebtedness has been designated by the Company in the instrument or
agreement creating or evidencing the same as "Designated Senior Indebtedness."

         "Distribution Date" shall have the meaning specified in Section
13.5(1).

         "DTC" shall have the meaning specified in Section 2.3.

         "Event of Default" shall have the meaning specified in Section 6.1.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC thereunder.

                                      -3-

<PAGE>

         "Expiration Time" shall have the meaning specified in Section 13.5(f).

         "GAAP" means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession which are in effect in the United States; provided,
however, that for purposes of determining compliance with covenants in the
Indenture, "GAAP" means such generally accepted accounting principles which are
in effect as of the Issue Date.

         "Global Security" means a Security that contains the paragraph referred
to in footnote 1 and the additional schedule referred to in footnote 4 to the
form of Security attached hereto as Exhibit A.

         "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements; (ii) other agreements
or arrangements designed solely to protect such Person against fluctuations in
interest rates; and (iii) Commodity Price Protection Agreements and Currency
Hedging Agreements.

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

         "Indebtedness" of any Person means, without duplication, (a) all
liabilities and obligations, contingent or otherwise, of any such Person, (i) in
respect of borrowed money (whether or not the lender has recourse to all or any
portion of the assets of such Person), (ii) evidenced by credit or loan
agreements, bonds, notes, debentures or similar instruments (including, without
limitation, notes or similar instruments given in connection with the
acquisition of any business, properties or assets of any kind), (iii) evidenced
by bankers' acceptances or similar instruments issued or accepted by banks, (iv)
for the payment of money relating to a Capitalized Lease Obligation or (v)
evidenced by a letter of credit, bank guarantee or a reimbursement obligation of
such Person with respect to any letter of credit; (b) all obligations of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business); (c) all net obligations of such Person under
Hedging Obligations; (d) all liabilities of others of the kind described in the
preceding clauses (a), (b) or (c) that such Person has guaranteed or that is
otherwise its legal liability, or which is secured by a Lien on property of such
Person; and (e) any and all deferrals, renewals, extensions, modifications,
replacements, restatements, refinancings and refundings (whether direct or
indirect) of, or any indebtedness or obligation issued in exchange for, any
liability of the kind described in any of the preceding clauses (a), (b), (c) or
(d), or this clause (e), whether or not between or among the same parties. The
term "Indebtedness" shall not include the incurrence of any indebtedness in
respect of bid, performance or surety bonds issued for the account of the
Company or any of its Subsidiaries in the ordinary course of business, including
guarantees or obligations of the Company or any Subsidiary thereof with respect
to letters of credit (other than letters of credit issued under the Credit
Agreement) supporting such bid, performance or surety

                                      -4-

<PAGE>

obligations, and guarantees made in the ordinary course of business by the
Company or any of its Subsidiaries of performance of any contractual obligation
by the Company, a Subsidiary or any other entity in which the Company or a
Subsidiary owns an equity interest (in each case other than for an obligation
for money borrowed).

         "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

         "Initial Purchasers" means Donaldson, Lufkin & Jenrette Securities
Corporation, Morgan Stanley & Co. Incorporated and Chase Securities Inc.

         "Interest Payment Date" means the stated due date of an installment of
interest on the Securities.

         "Issue Date" means the date of first issuance of the Securities under
this Indenture.

         "Junior Securities" means non-mandatorily redeemable Capital Stock in
the Company and any Indebtedness of the Company, in each case that (a) is
authorized and issued pursuant to a plan of reorganization of the Company (which
authorization states that it gives effect to the subordination of such Junior
Securities to all Senior Indebtedness) as long as such plan of reorganization is
approved by the holders of Senior Indebtedness under the Credit Agreement, (b)
is subordinated to all Senior Indebtedness (and any debt securities issued in
exchange for Senior Indebtedness) to substantially the same extent as, or to a
greater extent than, the Securities are subordinated to Senior Indebtedness
pursuant to this Indenture and has a stated maturity at least one year after
(and does not provide for principal payments prior to) the stated maturity of
any Senior Indebtedness and any debt securities issued in exchange for Senior
Indebtedness, and (c) contains terms, provisions, covenants and default
provisions not more beneficial to the Holders of the Securities as compared to
the holders of Senior Indebtedness on the issue date of the Securities.

         "Last Sale Price" shall have the meaning specified in Section 13.3.

         "Legal Holiday" shall have the meaning specified in Section 14.7.

         "Lien" means any mortgage, lien, pledge, charge, security interest or
other encumbrance of any kind, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title
retention agreement and any lease deemed to constitute a security interest and
any option or other agreement to give any security interest).

         "Liquidated Damages" shall have the meaning specified in the
Registration Rights Agreement.

         "non-electing share" shall have the meaning specified in Section 13.6.

         "Non-Payment Default" shall have the meaning specified in Section
12.2(b).

                                      -5-

<PAGE>

         "Non-Recourse Debt" means Indebtedness of a Person to the extent that
under the terms thereof and pursuant to applicable law, no personal recourse
could be had against such Person for the payment of the principal of or interest
or premium or any other amounts with respect to such Indebtedness or for any
claim based on such Indebtedness and that enforcement of obligations on such
Indebtedness is limited solely to recourse against interests in specified
assets.

         "Notice of Default" shall have the meaning specified in Section 6.1(4),
(5) or (6).

         "Offer" shall have the meaning specified in Section 13.5(f).

         "Offering Memorandum" means the final Offering Memorandum, dated
December 9, 1999, in connection with which the Securities were offered and sold
by the Company.

         "Officer" means, with respect to the Company, the Chief Executive
Officer, the President, any Vice President, the Chief Financial Officer, the
Treasurer, the Controller, or the Secretary or any Assistant Secretary of the
Company.

         "Officers' Certificate" means, with respect to the Company, a
certificate signed by two Officers of the Company (one of whom shall be the
principal executive, financial or accounting officer of the Company) and
otherwise complying with the requirements of Section 2.2, if applicable, and
Sections 14.4 and 14.5.

         "Opinion of Counsel" means a written opinion from legal counsel (who
can be counsel to the Company or an employee of the Company) who is reasonably
acceptable to the Trustee and which complies with the requirements of Sections
14.4 and 14.5.

         "Paying Agent" shall have the meaning specified in Section 2.3.

         "Payment Blockage Period" shall have the meaning specified in Section
12.2(b).

         "Payment Default" shall have the meaning specified in Section 12.2(a).

         "Person" or "person" means any corporation, individual, limited
liability company, joint stock company, joint venture, partnership,
unincorporated association, governmental regulatory entity, country, state or
political subdivision thereof, trust, municipality or other entity.

         "principal" of any Indebtedness means the principal of such
Indebtedness plus, without duplication, any applicable premium, if any, on such
Indebtedness.

         "property" means any right or interest in or to property or assets of
any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

         "Purchase Agreement" means that certain Purchase Agreement, dated
December 8, 1999, by and among the Company and the Initial Purchasers.

         "Purchased Shares" shall have the meaning specified in Section 13.5(f).

                                      -6-

<PAGE>

         "Record Date" means a record date specified in the Securities whether
or not such record date is a Business Day.

         "Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to Article III of
this Indenture and Paragraph 5 in the form of Security attached hereto as
Exhibit A.

         "Redemption Price," when used with respect to any Security to be
redeemed, means the redemption price for such redemption pursuant to Paragraph 5
in the form of Security attached hereto as Exhibit A, which shall include,
without duplication, in each case, accrued and unpaid interest and Liquidated
Damages, if any, to but excluding, the Redemption Date.

         "Registrar" shall have the meaning specified in Section 2.3.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated the date hereof, by and among the Initial Purchasers and the
Company, as such agreement may be amended, modified or supplemented from time to
time in accordance with the terms thereof.

         "Repurchase Date" shall have the meaning specified in Section 11.1(a).

         "Repurchase Offer" shall have the meaning specified in Section 11.1(b).

         "Repurchase Offer Period" shall have the meaning specified in Section
11.1(b).

         "Repurchase Price" shall have the meaning specified in Section 11.1(a).

         "Repurchase Put Date" shall have the meaning specified in Section
11.1(b).

         "Restricted Security" means a Security, unless or until it has been (i)
disposed of in a transaction effectively registered under the Securities Act or
(ii) distributed to the public pursuant to Rule 144 (or any similar provision
then in force) under the Securities Act.

         "SEC" means the Securities and Exchange Commission.

         "Securities" means, collectively, the 5.75% Convertible Subordinated
Notes due 2006, as supplemented from time to time in accordance with the terms
hereof, issued under this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

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

         "Senior Indebtedness" means all obligations of the Company to pay the
principal of, premium, if any, interest (including all interest accruing
subsequent to the commencement of any bankruptcy or similar proceeding, whether
or not a claim for post-petition interest is allowed as a claim in any such
proceeding) and rent payable on or in connection with, and all letters of
credit,

                                      -7-

<PAGE>

reimbursement obligations and fees, costs, expenses and other amounts and
liabilities accruing or payable on or in connection with, and Hedging
Obligations issued by parties to (and their affiliates), the Credit Agreement
and any other Indebtedness of the Company, whether outstanding on the date of
this Indenture or thereafter created, incurred, assumed, guaranteed or in effect
guaranteed by the Company, unless the instrument creating or evidencing such
Indebtedness expressly provides that such Indebtedness is not senior or superior
in right of payment to the Securities or is pari passu with, or subordinated to,
the Securities; provided that in no event shall Senior Indebtedness include (a)
Indebtedness of the Company owed to any Subsidiary of the Company, (b)
Indebtedness of the Company representing any trade account payable incurred in
the ordinary course of business, (c) any liability for taxes owed or owing by
the Company or any Subsidiary of the Company or (d) the Securities.

         "Shelf Registration Statement" shall have the meaning specified in the
Registration Rights Agreement.

         "Significant Subsidiary" means as of any date of determination, (i) any
Subsidiary of the Company that has aggregate total assets in an amount in excess
of 10% of the consolidated total assets of the Company and its Subsidiaries at
such date of determination and (ii) any Subsidiary of the Company for which the
net income of such Subsidiary and its Subsidiaries, determined on a consolidated
basis in accordance with generally accepted accounting principals, during the
four fiscal quarters most recently ended preceding the date of determination,
exceeded 10% of the net income of the Company and its Subsidiaries during such
period.

         "Special Record Date" for payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 2.12.

         "Stated Maturity," when used with respect to any Security, means
December 15, 2006.

         "Subordinated Obligations" shall have the meaning set forth in Article
XII.

         "Subsidiary" with respect to any Person, means (i) a corporation a
majority of whose Capital Stock with voting power normally entitled to vote in
the election of directors is at the time, directly or indirectly, owned by such
Person, by such Person and one or more Subsidiaries of such Person or by one or
more Subsidiaries of such Person, (ii) a partnership in which such Person or a
Subsidiary of such Person is, at the time, a general partner and owns alone or
together with one or more Subsidiaries of such Person a majority of the
partnership interests, or (iii) any other Person (other than a corporation) in
which such Person, one or more Subsidiaries of such Person, or such Person and
one or more Subsidiaries of such Person, directly or indirectly, at the date of
determination thereof, has at least majority ownership interest.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
SECTIONS 77aaa-77bbbb) as in effect on the date of the execution of this
Indenture, except as provided by Section 9.3 hereof pursuant to which the term
"TIA" will mean such Trust Indenture Act as amended through and including the
date specified by such Section 9.3 for purposes thereof.

                                      -8-

<PAGE>

         "Trading Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday, other than any day on which securities are not traded on the New York
Stock Exchange (or, if the Common Stock is not listed thereon, on the principal
national securities exchange or any national automated quotation system on which
the Common Stock is listed or admitted to trading).

         "Transfer Restricted Securities" means Securities that (i) bear or are
required to bear the legend set forth in Section 2.6 hereof and (ii) contain the
paragraph referred to in footnote 2 to the form of security attached hereto as
Exhibit A and the paragraph referred to in footnotes 4 and 5 to the certificate
attached hereto as Exhibit B.

         "Trustee" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions of this Indenture and
thereafter means such successor.

         "Trust Officer" means any officer within the corporate trust department
(or any successor group) of the Trustee including any vice president, assistant
vice president, assistant secretary, assistant treasurer, trust officer or any
other officer of the Trustee customarily performing functions similar to those
performed by the Persons who at that time shall be such officers, and also
means, with respect to a particular corporate trust matter, any other officer of
the Trustee to whom such trust matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

         "U.S. Government Obligations" means direct noncallable obligations of,
or noncallable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         "Wholly Owned Subsidiary" of any specified Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person and one
or more Wholly Owned Subsidiaries of such Person.

SECTION I.2. INCORPORATION BY REFERENCE OF TIA.

         Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

         "Commission" means the SEC.

         "Indenture securities" means the Securities.

         "Indenture securityholder" means a Holder or a Securityholder.

         "Indenture to be qualified" means this Indenture.

                                      -9-

<PAGE>

         "Indenture trustee" or "institutional trustee" means the Trustee.

         "Obligor" on the indenture securities means the Company and any other
obligor on the Securities.

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

SECTION I.3. RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

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

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

         (3) "or" is not exclusive;

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

         (5) provisions apply to successive events and transactions;

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

         (7) references to Sections or Articles means reference to such Section
or Article in this Indenture, unless stated otherwise.

                                   ARTICLE II.
                                 THE SECURITIES

SECTION II.1. FORM AND DATING.

         The Securities and the Trustee's certificate of authentication, in
respect thereof, shall be substantially in the form of Exhibit A hereto, which
Exhibit is part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage. The Company shall
approve, with the consent of the Trustee, the form of the Securities and any
notation, legend or endorsement on them. Any such notations, legends or
endorsements not contained in the form of Security attached as Exhibit A hereto
shall be delivered in writing to the Trustee. Each Security shall be dated the
date of its authentication. The terms and provisions contained in the forms of
Securities shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, 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.

                                      -10-

<PAGE>

If any term or provision of a Security limits, qualifies or conflicts with the
terms of this Indenture, the terms of this Indenture shall control.

SECTION II.2. EXECUTION AND AUTHENTICATION.

         Two Officers shall sign the Security for the Company by manual or
facsimile signature. The Company's seal may be, but is not required to be,
impressed, affixed, imprinted or reproduced on the Securities and may be in
facsimile form. If an Officer whose signature is on a Security was an Officer at
the time of such execution but no longer holds that or any office at the time
the Trustee authenticates the Security, the Security shall be valid nevertheless
and the Company shall nevertheless be bound by the terms of the Securities and
this Indenture. A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Security.
Such signature shall be conclusive evidence, and the only evidence, that the
Security has been authenticated pursuant to the terms of this Indenture. The
Trustee shall authenticate the Securities for original issue in the aggregate
principal amount of up to $172,500,000 upon a written order of the Company. The
order shall specify (i) the amount of Securities to be authenticated and (ii)
the date on which the Securities are to be authenticated. The aggregate
principal amount of Securities outstanding at any time may not exceed
$172,500,000 except as provided in Section 2.7; provided, that Securities in
excess of $150,000,000 shall not be issued other than pursuant to the
over-allotment option granted by the Company to the Initial Purchasers thereof.
Upon the written order of the Company in the form of an Officers' Certificate,
the Trustee shall authenticate Securities in substitution of Securities
originally issued to reflect any name change of the Company. The Trustee may
appoint an authenticating agent acceptable to the Company to authenticate
Securities. Unless otherwise provided in the appointment, an authenticating
agent may authenticate Securities whenever the Trustee may do so. Each reference
in this Indenture to authentication by the Trustee includes authentication by
such agent. An authenticating agent has the same rights as an Agent to deal with
the Company, any Affiliate of the Company or any of their respective
Subsidiaries, and has the same protections under the Indenture. Securities shall
be issuable only in registered form without coupons in denominations of $1,000
and any integral multiple thereof.

SECTION II.3. REGISTRAR AND PAYING AGENT.

         The Company shall maintain an office or agency in New York, New York,
where Securities may be presented for registration of transfer or for exchange
("Registrar") and an office or agency where Securities may be presented for
payment ("Paying Agent") and where notices and demands to or upon the Company in
respect of the Securities may be served. The Company may act as Registrar or
Paying Agent, except that, for the purposes of Articles III, VIII and XI and as
otherwise specified in the Indenture, neither the Company nor any Affiliate of
the Company shall act as Paying Agent. The Registrar shall keep a register of
the Securities and of their transfer and exchange. The Company may have one or
more co-Registrars and one or more additional Paying Agents. The term "Paying
Agent" includes any additional Paying Agent. The Company hereby initially
appoints the Trustee as Registrar and Paying Agent, and the Trustee hereby
initially agrees so to act. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall enter into an appropriate
written agency

                                      -11-

<PAGE>

agreement with any Agent not a party to this Indenture, which agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall promptly notify the Trustee in writing of the name and address of
any such Agent. If the Company fails to maintain a Registrar or Paying Agent,
the Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.7. The Company initially appoints The Depository
Trust Company ("DTC") to act as Depositary with respect to the Global
Securities. The Company initially appoints the Trustee to act as Securities
Custodian with respect to the Global Securities.

SECTION II.4. PAYING AGENT TO HOLD ASSETS IN TRUST.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that each Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all assets held by the Paying Agent for the payment of
principal of, premium, if any, interest on or Liquidated Damages with respect
to, the Securities (whether such assets have been distributed to it by the
Company or any other obligor on the Securities), and shall notify the Trustee in
writing of any Default in making any such payment. If either of the Company or a
Subsidiary of the Company acts as Paying Agent, it shall segregate such assets
and hold them as a separate trust fund for the benefit of the Holders or the
Trustee. The Company at any time may require a Paying Agent to distribute all
assets held by it to the Trustee and account for any assets disbursed and the
Trustee may at any time during the continuance of any Payment Default, upon
written request to a Paying Agent, require such Paying Agent to distribute all
assets held by it to the Trustee and to account for any assets distributed. Upon
distribution to the Trustee of all assets that shall have been delivered by the
Company to the Paying Agent, the Paying Agent (if other than the Company or an
Affiliate of the Company) shall have no further liability for such assets.

SECTION II.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
Holders. If the Trustee is not the Registrar, the Company shall furnish to the
Trustee on or before the fourth Business Day preceding 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 reasonably may require of the names
and addresses of Holders.

SECTION II.6. TRANSFER AND EXCHANGE.

                  (a) TRANSFER AND EXCHANGE OF DEFINITIVE SECURITIES.

         When Definitive Securities are presented to the Registrar or a
co-Registrar with a request:

                  (x) to register the transfer of such Definitive Securities; or

                  (y) to exchange such Definitive Securities for an equal
principal amount of Definitive Securities of other authorized denominations;

                                      -12-

<PAGE>

the Registrar or co-Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
provided, however, that the Definitive Securities surrendered for transfer or
exchange:

                  (i) shall be duly endorsed or accompanied by a written
instrument of transfer in form reasonably satisfactory to the Company and the
Registrar or co-Registrar, duly executed by the Holder thereof or his attorney
duly authorized in writing; and

                  (ii) in the case of Transfer Restricted Securities that are
Definitive Securities, shall be accompanied by the following additional
information and documents, as applicable:

                       (A) if such Transfer Restricted Security is being
delivered to the Registrar by a Holder for registration in the name of such
Holder, without transfer, a certification from such Holder to that effect (in
substantially the form set forth on the reverse of the Security); or

                       (B) if such Transfer Restricted Security is being
transferred to a "qualified institutional buyer" (as defined in Rule 144A under
the Securities Act) that is aware that any sale of securities to it will be made
in reliance on Rule 144A under the Securities Act and that is acquiring such
Transfer Restricted Security for its own account or for the account of another
such "qualified institutional buyer," a certification from such Holder to that
effect (in substantially the form set forth on the reverse of the Security);

                       (C) if such Transfer Restricted Security is being
transferred to an institutional investor that is an "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, a
certification to that effect (in substantially the form set forth on the reverse
of the Security) accompanied by a certificate in the form of Exhibit B to the
Indenture to the Trustee and if either the Trustee or the Company so requests,
an Opinion of Counsel satisfactory to the requesting party to the effect that
such transfer is in compliance with the Securities Act; or

                       (D) if such Transfer Restricted Security is being
transferred in reliance on another exemption from the registration requirements
of the Securities Act and with all applicable securities laws of the states of
the United States, a certification to that effect (in substantially the form set
forth on the reverse of the Security) and if either the Trustee or the Company
so requests, an Opinion of Counsel satisfactory to the requesting party to the
effect that such transfer is in compliance with the Securities Act.

                  (b) RESTRICTIONS ON TRANSFER OF A DEFINITIVE SECURITY FOR A
                      BENEFICIAL INTEREST IN A GLOBAL SECURITY.

         A Definitive Security may not be exchanged for a beneficial interest in
a Global Security, except upon satisfaction of the requirements set forth below.
Upon receipt by the Trustee of a Definitive Security, duly endorsed or
accompanied by appropriate instruments of transfer in form

                                      -13-

<PAGE>

reasonably satisfactory to the Company and the Registrar or Co-Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing,
together with:

                  (i) if such Definitive Security is a Transfer Restricted
Security, certification, substantially in the form set forth on the Security,
that such Definitive Security is being transferred to a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act) in accordance with
Rule 144A under the Securities Act; and

                  (ii) whether or not such Definitive Security is a Transfer
Restricted Security, written instructions directing the Trustee to make, or to
direct the Securities Custodian to make, an endorsement on the Global Security
to reflect an increase in the aggregate principal amount of the Securities
represented by the applicable Global Security; then the Trustee shall cancel
such Definitive Security and cause, or direct the Securities Custodian to cause,
in accordance with the standing instructions and procedures existing between the
Depositary and the Securities Custodian, the aggregate principal amount of
Securities represented by the appropriate Global Security to be increased
accordingly. If no Global Securities are then outstanding, the Company shall
issue and the Trustee, upon receipt of the authentication order of the Company
in the form of an Officers' Certificate, shall authenticate an appropriate new
Global Security in the appropriate principal amount.

                  (c) TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.

         The transfer and exchange of Global Securities or beneficial interests
therein shall be effected through the Depositary, in accordance with this
Indenture (including the restrictions on transfer set forth herein) and the
procedures of the Depositary therefor.

                  (d) TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL SECURITY FOR
                      A DEFINITIVE SECURITY.

                  (i) Any Person having a beneficial interest in a Global
Security may upon request exchange such beneficial interest for a Definitive
Security. Upon receipt by the Trustee of written instructions or such other form
of instructions as is customary for the Depositary from the Depositary or its
nominee on behalf of any Person having a beneficial interest in a Global
Security and upon receipt by the Trustee of a written instruction or such other
form of instructions as is customary for the Depositary or the Person designated
by the Depositary as having such a beneficial interest in a Transfer Restricted
Security only, the following additional information and documents (all of which
may be submitted by facsimile):

                       (A) if such beneficial interest is being transferred to
the Person designated by the Depositary as being the beneficial owner, a
certification from such person to that effect (in substantially the form set
forth on the reverse of the Security);

                       (B) if such beneficial interest is being transferred to a
"qualified institutional buyer" (as defined in Rule 144A under the Securities
Act) that is aware that any sale of Securities to it will be made in reliance on
Rule 144A under the Securities Act and that is acquiring such beneficial
interest in the Transfer Restricted Security for its own account or the

                                      -14-

<PAGE>

account of another "qualified institutional buyer," a certification to that
effect from the transferor (in substantially the form set forth on the reverse
of the Security);

                       (C) if such Definitive Security is being transferred to
an institutional investor that is an "accredited investor" within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act, a certification to
that effect (in substantially the form set forth on the reverse of the Security)
accompanied by a certificate in the form of Exhibit B to the Indenture to the
Trustee and if either the Trustee or the Company so requests, an Opinion of
Counsel satisfactory to the requesting party to the effect that such transfer is
in compliance with the Securities Act; or

                       (D) if such beneficial interest is being transferred
in reliance on another exemption from the registration requirements of the
Securities Act and in accordance with all applicable securities laws of the
states of the United States, a certification to that effect from the
transferor (in substantially the form set forth on the reverse of the
Security) and if either the Trustee or the Company so requests, an Opinion of
Counsel satisfactory to the requesting party to the effect that such transfer
is in compliance with the Securities Act;

then the Trustee or the Securities Custodian, at the direction of the
Trustee, will cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Securities Custodian, the
aggregate principal amount of the applicable Global Security to be reduced
and, following such reduction, the Company will execute and, upon receipt of
an authentication order in the form of an Officers' Certificate, the Trustee
will authenticate and deliver to the transferee a Definitive Security.

                  (ii) Definitive Securities issued in exchange for a beneficial
interest in a Global Security pursuant to this Section 2.6(d) shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall make such Definitive Securities
available for delivery to the persons in whose names such Securities are so
registered.

                  (e) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL
                      SECURITIES.

         Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in subsection (f) of this Section 2.6), a Global Security
may not be transferred as a whole except (i) by the Depositary to a nominee of
the Depositary, (ii) by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or (iii) by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

                  (f) AUTHENTICATION OF DEFINITIVE SECURITIES IN ABSENCE OF
                      DEPOSITARY.

         If at any time:

                  (1) the Depositary for the Securities notifies the Company and
the Company notifies the Trustee in writing that the Depositary is no longer
willing or able to continue as

                                      -15-

<PAGE>

Depositary for the Global Securities and a successor Depositary for the Global
Securities is not appointed by the Company within 90 days after delivery of such
notice; or

                  (2) the Company, in its sole discretion, notifies the Trustee
in writing that it elects to cause the issuance of Definitive Securities under
this Indenture;

then the Company will execute, and the Trustee, upon receipt of an Officers'
Certificate requesting the authentication and delivery of Definitive Securities,
will, or its authenticating agent will, authenticate and deliver Definitive
Securities, in an aggregate principal amount equal to the principal amount of
the Global Securities, in exchange for such Global Securities.

                  (g) LEGENDS.

                  (1) Except as permitted by the following paragraph (ii), each
Security certificate evidencing the Global Securities and the Definitive
Securities (and all Securities issued in exchange therefor or substitution
thereof) shall bear a legend in substantially the following form:

                  "THE SECURITIES EVIDENCED HEREBY (OR THEIR PREDECESSOR) HAVE
                  NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
                  AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
                  OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE
                  UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
                  PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS
                  ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
                  HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
                  INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
                  SECURITIES ACT) (A "QIB"), (B) IT HAS ACQUIRED THESE
                  SECURITIES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
                  REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN
                  INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
                  501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
                  SECURITIES ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT RESELL
                  OR OTHERWISE TRANSFER THESE SECURITIES EXCEPT (A) TO THE
                  COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE
                  SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
                  ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING
                  THE REQUIREMENTS OF RULE 144A, (C) IN A TRANSACTION MEETING
                  THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (D) TO
                  AN IAI THAT, PRIOR TO SUCH TRANSFER,

                                      -16-

<PAGE>

                  FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
                  REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF
                  THESE SECURITIES (THE FORM OF WHICH CAN BE OBTAINED FROM THE
                  TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
                  PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION
                  OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN
                  COMPLIANCE WITH THE SECURITIES ACT, (E) IN ACCORDANCE WITH
                  ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL
                  ACCEPTABLE TO THE COMPANY) OR (F) PURSUANT TO AN EFFECTIVE
                  REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH
                  THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
                  STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES
                  THAT IT WILL DELIVER TO EACH PERSON TO WHOM THESE SECURITIES
                  OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
                  THE EFFECT OF THIS LEGEND. THE INDENTURE CONTAINS A PROVISION
                  REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
                  THESE SECURITIES IN VIOLATION OF THE FOREGOING."

                  (2) Upon any sale or transfer of a Transfer Restricted
Security (including any Transfer Restricted Security represented by a Global
Security) pursuant to Rule 144 under the Securities Act or an effective
registration statement under the Securities Act:

                      (i) in the case of any Transfer Restricted Security that
is a Definitive Security, the Registrar shall permit the Holder thereof to
exchange such Transfer Restricted Security for a Definitive Security that does
not bear the legend set forth above and rescind any restriction on the transfer
of such Transfer Restricted Security (1) in the case of a sale or transfer
pursuant to Rule 144 under the Securities Act, after delivery of a customary
Opinion of Counsel satisfactory to the Company to the effect that such transfer
is in compliance with the Securities Act or (2) in the case of a sale or
transfer pursuant to an effective registration statement under the Securities
Act; and

                      (ii) any such Transfer Restricted Security represented by
a Global Security shall not be subject to the provisions set forth in (i) above
(such sales or transfers being subject only to the provisions of Section 2.6(c)
hereof); provided, however, that with respect to any request for an exchange of
a Transfer Restricted Security that is represented by a Global Security for a
Definitive Security that does not bear a legend, which request is made in
reliance upon Rule 144, the Holder thereof shall certify in writing to the
Registrar that such request is

                                      -17-

<PAGE>

being made pursuant to Rule 144 (such certification to be substantially in the
form set forth on the reverse of the Security).

                  (h) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL SECURITY.

         At such time as all beneficial interests in a Global Security have
either been exchanged for Definitive Securities, redeemed, repurchased or
canceled, such Global Security shall be returned to or retained and canceled by
the Trustee. At any time prior to such cancellation, if any beneficial interest
in a Global Security is exchanged for Definitive Securities, redeemed,
repurchased or canceled, the principal amount of Securities represented by such
Global Security shall be reduced and an endorsement shall be made on such Global
Security, by the Trustee or the Securities Custodian, at the written direction
of the Trustee, to reflect such reduction.

                  (i) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF
                      DEFINITIVE SECURITIES.

                  (1) To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee or any authenticating agent of the
Trustee, upon receipt of the authentication order of the Company in the form of
an Officers' Certificate, shall authenticate Definitive Securities and Global
Securities at the Registrar's or co-Registrar's written request.

                  (2) No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax, assessments or similar governmental charge payable in
connection therewith (other than any such transfer taxes, assessments, or
similar governmental charge payable upon exchanges or transfers pursuant to
Section 2.2 (fourth paragraph), 2.10, 3.7, 9.5 or 11.1 (final paragraph)).

                  (3) The Registrar or co-Registrar shall not be required to
register the transfer of or exchange of (a) any Definitive Security selected for
redemption in whole or in part pursuant to Article III, except the unredeemed
portion of any Definitive Security being redeemed in part, or (b) any Security
for a period beginning 15 Business Days before the mailing of a notice of an
offer to repurchase pursuant to Article XI hereof or the mailing of a notice of
redemption of Securities pursuant to Article III hereof and ending at the close
of business on the day of such mailing.

                  (j) GENERAL.

         The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Depositary
participants or beneficial owners of interests in 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.

                                      -18-

<PAGE>

SECTION II.7. REPLACEMENT SECURITIES.

         If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security claims and submits an affidavit or other evidence, satisfactory to
the Trustee and the Company, to the effect that the Security has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee, upon
receipt of the authentication order of the Company in the form of an Officers'
Certificate, shall authenticate a replacement Security if the Trustee's
requirements are met. If required by the Trustee or the Company, such Holder
must provide an indemnity bond or other indemnity, sufficient in the judgment of
both the Company and the Trustee, to protect the Company, the Trustee or any
Agent from any loss which any of them may suffer if a Security is replaced. The
Company and the Trustee may charge such Holder for their expenses in replacing a
Security.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion, but
subject to any conversion rights, may, instead of issuing a new Security, pay
such Security, upon satisfaction of the conditions set forth in the preceding
paragraph.

         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 such new Security shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities duly issued
hereunder.

         The provisions of this Section 2.7 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies of any Holder with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION II.8. OUTSTANDING SECURITIES.

         Securities outstanding at any time are all the Securities that have
been authenticated by the Trustee (including any Security represented by a
Global Security) except those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Security effected by
the Trustee hereunder and those described in this Section 2.8 as not
outstanding. A Security does not cease to be outstanding because the Company or
an Affiliate of the Company holds the Security, except as provided in Section
2.9. If a Security is replaced or paid pursuant to Section 2.7 (other than a
mutilated Security surrendered for replacement), the replaced or paid Security
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced or paid Security is held by a bona fide purchaser. A mutilated
Security ceases to be outstanding upon surrender of such Security and
replacement thereof pursuant to Section 2.7. Securities for whose payment or
redemption money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company or its Affiliates) in trust
or set aside and segregated in trust by the Company or one of its Subsidiaries
(if the Company or one of its Subsidiaries shall act as the Paying Agent) for
the Holders of such Securities shall be deemed

                                      -19-

<PAGE>

to be no longer outstanding on and after the date for such payment or redemption
and shall cease to accrue interest.

SECTION II.9. TREASURY SECURITIES.

         In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, amendment, supplement, waiver or
consent, Securities owned by the Company or an Affiliate of the Company shall be
disregarded, except that, for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, amendment, supplement,
waiver or consent, only Securities that a Trust Officer of the Trustee actually
knows are so owned shall be disregarded. The Company shall notify the Trustee,
in writing, when the Company or an Affiliate of the Company repurchases or
otherwise acquires Securities and of the principal amount of such Securities so
repurchased or otherwise acquired. Notwithstanding the foregoing, Securities
that are to be acquired by the Company or any Affiliate of the Company pursuant
to an exchange offer, tender offer or other agreement shall not be deemed to be
owned by the Company or such Affiliate until legal title to such Securities has
passed to such entity.

SECTION II.10. TEMPORARY SECURITIES.

         Until Definitive Securities are ready for delivery, the Company may
prepare and the Trustee (upon written request from the Company) shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of Definitive Securities but may have variations that the Company
reasonably and in good faith considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate Definitive Securities in exchange for temporary Securities. Until
so exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as permanent Securities authenticated and
delivered hereunder.

SECTION II.11. CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent
(other than the Company or an Affiliate of the Company), and no one else, shall
cancel all Securities surrendered for transfer, exchange, payment or
cancellation. Subject to Section 2.7, the Company may not issue new Securities
to replace Securities that have been paid or delivered to the Trustee for
cancellation. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section 2.11, except as expressly
permitted in the form of Securities and as permitted by this Indenture. All
cancelled Securities shall be destroyed (subject to the record retention
requirements of the Exchange Act) and certification of their destruction
delivered to the Company, unless the Company shall direct in writing that
cancelled Securities be returned to it.

                                      -20-

<PAGE>

SECTION II.12. DEFAULTED INTEREST.

         Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the person in
whose name that Security (or one or more predecessor Securities) is registered
at the close of business on the Record Date for such interest. Any interest on
any Security which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date plus, to the extent lawful, any interest payable on
the defaulted interest (collectively, herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered holder on the relevant Record
Date, and such Defaulted Interest shall be paid by the Company, at its election
in each case, as provided in clause (1) or (2) below:

         (1) The Company may elect to make payment of any Defaulted Interest to
the persons in whose names the Securities (or their respective predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the date of the
proposed payment. Thereupon the Trustee shall fix a special record date for the
payment of such Defaulted Interest which shall be not more than 15 Business Days
and not less than 10 Business Days prior to the date of the proposed payment and
not less than 10 Business Days after the receipt by the Trustee of the notice of
the proposed payment ("Special Record Date"). The Trustee shall promptly notify
the Company in writing of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at such Holder's address as it
appears in the registry books of the Registrar not less than 10 Business Days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the persons in whose names
the Securities (or their respective predecessor Securities) are registered on
such Special Record Date and shall no longer be payable pursuant to the
following clause (2). Prior to 12:00 noon New York time on the date on which the
Defaulted Interest is to be paid, the Company shall deposit with the Trustee an
amount of Cash equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest.

         (2) The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, if, after written notice given by the Company to the Trustee
of the proposed payment pursuant to this clause, such manner shall be deemed
practicable by the Trustee. Subject to the foregoing provisions of this Section
2.12, each Security delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.
Notwithstanding the foregoing, any interest which is paid prior to the
expiration of the grace period provided in Section 6.1 shall be paid to the
Holders of the Securities as of the regular Record Date for such Interest
Payment Date for which interest has not been paid.

                                      -21-

<PAGE>

SECTION II.13. CUSIP NUMBERS.

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

SECTION II.14. DEPOSIT OF MONEYS.

         Prior to noon New York time on each Interest Payment Date, Redemption
Date and Repurchase Date, and on the Stated Maturity Date, the Company shall
have deposited with the Paying Agent such amounts in immediately available funds
sufficient to make Cash payments, if any, due on such Interest Payment Date,
Redemption Date, Repurchase Date or Stated Maturity Date, as the case may be, in
a timely manner which permits the Paying Agent to remit payment to the Holders
on such Interest Payment Date, Redemption Date, Repurchase Date or Stated
Maturity Date.

                                  ARTICLE III.
                                   REDEMPTION

SECTION III.1. RIGHT OF REDEMPTION.

         Redemption of Securities, as permitted by any provision of this
Indenture, shall be made in accordance with Paragraph 5 of the Securities and
this Article III. The Company will not have the right to redeem any Securities
prior to December 15, 2002. On or after December 15, 2002, the Company will have
the right to redeem all or any part of the Securities at the Redemption Prices
specified in Paragraph 5 therein under the caption "Redemption," in each case
including accrued and unpaid interest and Liquidated Damages, if any, to, but
excluding, the Redemption Date.

SECTION III.2. NOTICES TO TRUSTEE.

         If the Company elects to redeem Securities pursuant to Paragraph 5 of
the Securities, it shall notify the Trustee in writing of the Redemption Date,
the principal amount of Securities to be redeemed, the Redemption Price and
whether it wants the Trustee, on behalf of the Company, to give notice of
redemption to the Holders. If the Company elects to reduce the principal amount
of Securities to be redeemed pursuant to Paragraph 5 of the Securities by
crediting against any such redemption Securities it has not previously delivered
to the Trustee for cancellation, it shall so notify the Trustee in writing of
the amount of the reduction and deliver such Securities with such notice. The
Company shall give each notice to the Trustee provided for in this Section 3.2
at least 45 days but not more than 75 days before the Redemption Date (unless a
shorter notice period shall be satisfactory to the Trustee) together with an
Officers' Certificate

                                      -22-

<PAGE>

stating that such redemption will comply with the conditions contained herein.
Any such notice to the Trustee may be canceled at any time prior to notice of
such redemption being mailed to any Holder and shall thereby be void and of no
effect.

SECTION III.3. SELECTION OF SECURITIES TO BE REDEEMED.

         If less than all of the Securities are to be redeemed pursuant to
Paragraph 5 thereof, the Trustee shall select the Securities to be redeemed on a
pro rata basis, by lot or by such other method as the Trustee shall determine to
be fair and appropriate and in such manner as complies with any applicable
depositary, legal and stock exchange or automated quotation system requirements.
The Trustee shall make the selection from the Securities outstanding and not
previously called for redemption and 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 in denominations of $1,000 may be redeemed only in whole.
The Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Securities that have denominations larger
than $1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.

SECTION III.4. NOTICE OF REDEMPTION.

         At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to the Trustee and each Holder whose Securities are to be redeemed at
such Holder's address as it appears on the security register maintained by the
Registrar. At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. Each notice of
redemption shall identify the Securities to be redeemed and shall state: (1) the
Redemption Date, and that the Securities called for redemption may not be
converted after the Business Day immediately prior to the Redemption Date; (2)
the Redemption Price, including the amount of accrued and unpaid interest and
Liquidated Damages, if any, to be paid upon such redemption; (3) the name,
address and telephone number of the Paying Agent; (4) that Securities called for
redemption must be surrendered to the Paying Agent at the address specified in
such notice to collect the Redemption Price plus accrued interest; (5) that,
unless (a) the Company defaults in its obligation to deposit Cash with the
Paying Agent in accordance with Section 3.6 hereof or (b) such redemption
payment is prohibited pursuant to Article XII hereof or otherwise, interest on,
and Liquidated Damages with respect to, Securities called for redemption ceases
to accrue on and after the Redemption Date and the only remaining right of the
Holders of such Securities is to receive payment of the Redemption Price,
including accrued and unpaid interest and Liquidated Damages, if any, to, but
excluding the Redemption Date, upon surrender to the Paying Agent of the
Securities called for redemption and to be redeemed; (6) if any Security is
being redeemed in part, the portion of the principal amount, equal to $1,000 or
any integral multiple thereof, of such Security to be redeemed and that, on or
after the Redemption Date, upon surrender of such Security, a new Security or
Securities in aggregate principal amount equal to the unredeemed portion thereof
will be issued; (7) if less than all the Securities are to be redeemed, the
identification of the particular Securities (or portion thereof) to be redeemed,
as well as the

                                      -23-

<PAGE>

aggregate principal amount of such Securities to be redeemed and the aggregate
principal amount of Securities to be outstanding after such partial redemption;
(8) the CUSIP number of the Securities to be redeemed; and (9) that the notice
is being sent pursuant to this Section 3.4 and pursuant to the redemption
provisions of Paragraph 5 of the Securities. The notice, if mailed in the manner
herein provided, shall be conclusively presumed to have been given, whether or
not the Holder receives such notice.

SECTION III.5. EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed in accordance with Section 3.4,
Securities called for redemption become due and payable on the Redemption Date
and at the Redemption Price, including accrued and unpaid interest and
Liquidated Damages, if any, to, but excluding, the Redemption Date. Upon
surrender to the Trustee or Paying Agent, such Securities called for redemption
shall be paid at the Redemption Price, including accrued and unpaid interest and
Liquidated Damages, if any, to, but excluding, the Redemption Date; provided
that if the Redemption Date is after a regular Record Date and on or prior to
the corresponding Interest Payment Date, the accrued interest and Liquidated
Damages, if any, shall be payable to the Holder of the redeemed Securities
registered on the relevant Record Date; and provided, further, that if a
Redemption Date is a Legal Holiday, payment shall be made on the next succeeding
Business Day and no interest shall accrue for the period from such Redemption
Date to such succeeding Business Day. Notices mailed as provided in this Article
III shall be conclusively presumed to have been given whether or not a given
Holder receives the Notice.

SECTION III.6. DEPOSIT OF REDEMPTION PRICE.

         Prior to 12:00 noon New York time on the Redemption Date, the Company
shall deposit with the Paying Agent (other than the Company or an Affiliate of
the Company) Cash sufficient to pay the Redemption Price of, including accrued
and unpaid interest on, and Liquidated Damages, if any, with respect to, all
Securities to be redeemed on such Redemption Date (other than Securities or
portions thereof called for redemption on that date that have been delivered by
the Company to the Trustee for cancellation). The Paying Agent shall promptly
return to the Company any Cash so deposited which is not required for that
purpose upon the written request of the Company. If the Company complies with
the preceding paragraph and the other provisions of this Article III and payment
of the Securities called for redemption is not prohibited under Article XII or
otherwise, interest on the Securities to be redeemed will cease to accrue on and
after the applicable Redemption Date, whether or not such Securities are
presented for payment. Notwithstanding anything herein to the contrary, if any
Security surrendered for redemption in the manner provided in the Securities
shall not be so paid upon surrender for redemption because of the failure of the
Company to comply with the preceding paragraph, interest shall continue to
accrue and be paid from the Redemption Date until such payment is made on the
unpaid principal, and, to the extent lawful, on any interest not paid on such
unpaid principal, in each case at the rate and in the manner provided in Section
4.1 hereof and the Security.

                                      -24-

<PAGE>

SECTION III.7. SECURITIES REDEEMED IN PART.

         Upon surrender of a Security that is to be redeemed in part, the
Company shall execute and the Trustee, upon receipt of a written order of the
Company in the form of an Officers' Certificate, shall thereafter authenticate
and make available for delivery to the Holder, without service charge to the
Holder, a new Security or Securities equal in principal amount to the unredeemed
portion of the Security surrendered.

                                   ARTICLE IV.
                                    COVENANTS

SECTION IV.1. PAYMENT OF SECURITIES.

         The Company shall pay the principal of, interest on, and Liquidated
Damages with respect to, the Securities on the dates and in the manner provided
in this Indenture and the Securities, as applicable. An installment of principal
of, interest on, or Liquidated Damages with respect to, the Securities shall be
considered paid on the date it is due if the Trustee or Paying Agent (other than
the Company or an Affiliate of the Company) holds for the benefit of the
Holders, on or before 12:00 noon New York time on that date, Cash deposited and
designated for and sufficient to pay the installment. The Company shall pay
interest on overdue principal and on overdue installments of interest at the
rate specified in the Securities compounded semi-annually, to the extent lawful.

SECTION IV.2. MAINTENANCE OF OFFICE OR AGENCY.

         The Company shall maintain in New York, New York, an office or agency
where Securities may be presented or surrendered for payment, where Securities
may be surrendered for registration of transfer or exchange and for conversion
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 shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee set forth in Section 14.2. 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 in New York, New York, for such
purposes. The Company shall give prior 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 initially designates the corporate trust
office of the Trustee in New York, New York, as the office contemplated by this
Section 4.2.

SECTION IV.3. CORPORATE EXISTENCE.

         Subject to Article V, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence in accordance with its

                                      -25-

<PAGE>

organizational documents and the rights (charter and statutory) and corporate
franchises of the Company; provided, however, that the Company shall not be
required to preserve, with respect to itself, any right or franchise, if the
Company shall, in good faith, reasonably determine that the preservation thereof
is no longer necessary or desirable in the conduct of the business of such
entity and the loss thereof is not adverse in any material respect to the
Holders.

SECTION IV.4. PAYMENT OF TAXES AND OTHER CLAIMS.

         The Company shall, and shall cause each of its Subsidiaries to, pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, all material taxes, assessments and governmental charges (including
withhold withholding taxes and any penalties, interest and additions to taxes)
levied or imposed upon the Company or any of its Subsidiaries or any of their
respective properties and assets; provided, however, that neither the Company
nor any Subsidiary shall be required to pay or discharge or cause to be paid or
discharged any such tax, assessment or charge whose amount, applicability or
validity is being contested in good faith by appropriate proceedings and for
which disputed amounts adequate reserves have been established in accordance
with GAAP.

SECTION IV.5. COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.

                  (a) The Company shall deliver to a Trust Officer of the
                  Trustee within 120 days after the end of its fiscal year an
                  Officers' Certificate complying with Section 314(a)(4) of the
                  TIA and stating that a review of its activities and the
                  activities of its Subsidiaries during the preceding fiscal
                  year has been made under the supervision of the signing
                  Officers with a view to determining, without regard to notice
                  periods or periods of grace, whether the Company has kept,
                  observed, performed and fulfilled its obligations under this
                  Indenture and further stating, as to each such Officer signing
                  such certificate, whether or not the signer knows of any
                  failure by the Company or any Subsidiary of the Company to
                  comply with any conditions or covenants in this Indenture and,
                  if such signor does know of such a failure to comply, the
                  certificate shall describe such failure with reasonable
                  particularity. The Officers' Certificate shall also notify the
                  Trustee should the relevant fiscal year end on any date other
                  than the current fiscal year end date.

                  (b) The Company shall, so long as any of the Securities are
                  outstanding, deliver to a Trust Officer of the Trustee,
                  promptly upon becoming aware of any Default, Event of Default
                  or fact which would prohibit the making of any payment to or
                  by the Trustee in respect of the Securities, an Officers'
                  Certificate specifying such Default, Event of Default or fact
                  and what action the Company is taking or proposes to take with
                  respect thereto. The Trustee shall not be deemed to have
                  knowledge of any Default, any Event of Default or any such
                  fact unless one of its Trust Officers receives written notice
                  thereof from the Company or any of the Holders.



                                      -26-


<PAGE>

SECTION IV.6. REPORTS.

         Whether or not the Company is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company shall deliver to the
Trustee within 15 days after it is or would have been required to file such with
the SEC, annual and quarterly consolidated financial statements substantially
equivalent to financial statements that would have been included in reports
filed with the SEC if the Company were subject to the requirements of Section 13
or 15(d) of the Exchange Act, including, with respect to annual information
only, a report thereon by the Company's certified independent public accountants
as such would be required in such reports to the SEC and, in each case, together
with a management's discussion and analysis of financial condition and results
of operations which would be so required. Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

SECTION IV.7. RULE 144A INFORMATION REQUIREMENT.

         If at any time there are Transfer Restricted Securities outstanding and
the Company shall cease to have a class of equity securities registered under
Sections 12(b) or 12(g) of the Exchange Act or shall cease to be subject to
Section 15(d) of the Exchange Act, the Company shall furnish, within a
reasonable period of time, to the Holders or beneficial holders of the
Securities or the underlying Common Stock and prospective purchasers of
Securities or the underlying Common Stock designated by the Holders of Transfer
Restricted Securities, upon their written request, the information required to
be delivered pursuant to Rule 144A(d)(4) under the Securities Act until such
time as the Shelf Registration Statement has become effective under the
Securities Act. The Company shall also furnish such information during the
pendency of any suspension of effectiveness of the Shelf Registration Statement.

SECTION IV.8. FURTHER INSTRUMENTS AND ACTS.

         Upon the 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 purpose of this Indenture.

                                   ARTICLE V.
                              SUCCESSOR CORPORATION

SECTION V.1. LIMITATION ON MERGER, SALE OR CONSOLIDATION.

                  (a) The Company shall not, directly or indirectly, consolidate
                  with or merge with or into another Person or sell, lease or
                  otherwise dispose of all or substantially all of its assets
                  (on a consolidated basis), whether in a single transaction or
                  a series of related transactions, to another Person or group
                  of affiliated Persons (other than to

                                      -27-

<PAGE>

                  its Wholly Owned Subsidiaries), unless (i) either (a) in the
                  case of a merger or consolidation, the Company is the
                  surviving entity or (b) the resulting, surviving Person in
                  such merger or consolidation (if not the Company), or
                  transferee entity (in the case of a sale, lease or other
                  disposition of assets) is a corporation organized under the
                  laws of the United States, any state thereof or the District
                  of Columbia and expressly assumes by supplemental indenture
                  all of the obligations of the Company in connection with the
                  Securities and the Indenture; (ii) no Default or Event of
                  Default shall exist or shall occur immediately before or after
                  giving effect on a pro forma basis to such transaction; and
                  (iii) the Company has delivered to the Trustee an Officers'
                  Certificate and an Opinion of Counsel, each stating that such
                  consolidation, merger or transfer and, if a supplemental
                  indenture is required, such supplemental indenture comply with
                  the Indenture and that all conditions precedent in the
                  Indenture relating to such transactions have been satisfied.

                  (b) For purposes of clause (a) of this Section 5.1 and Section
                  13.6, the sale, assignment, lease or other disposition of all
                  or substantially all of the properties and assets of one or
                  more Subsidiaries of the Company, which properties and assets,
                  if held by the Company instead of such Subsidiaries, would
                  constitute all or substantially all of the properties and
                  assets of the Company on a consolidated basis, shall be deemed
                  to be the transfer of all or substantially all of the
                  properties and assets of the Company, unless such disposition
                  is to the Company or a Wholly Owned Subsidiary of the Company.

SECTION V.2. SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any permitted consolidation or merger or any permitted sale, lease
or other disposition of all or substantially all of the assets of the Company in
accordance with the foregoing, the successor corporation formed by such
consolidation or into which the Company is merged or to which such sale, lease
or other disposition is made, shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under the Indenture with the same
effect as if such successor corporation had been named therein as the Company,
and when a successor corporation duly assumes all of the obligations of the
Company pursuant hereto and pursuant to the Securities, the predecessor shall be
released from such obligations.

                                   ARTICLE VI.
                         EVENTS OF DEFAULT AND REMEDIES

SECTION VI.1. EVENTS OF DEFAULT.

         "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be caused voluntarily or involuntarily or effected, without limitation, by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                                      -28-

<PAGE>

                  (1) failure by the Company to pay any installment of interest
on, or Liquidated Damages with respect to, the Securities as and when the same
becomes due and payable and the continuance of such failure for a period of 30
days, whether or not such payment is prohibited by Article XII;

                  (2) failure by the Company to pay all or any part of the
principal of, or premium, if any on the Securities when and as the same become
due and payable at maturity, redemption, by acceleration or otherwise,
including, without limitation, failure to pay all or any part of the Repurchase
Price on the Repurchase Date in accordance with Article XI, whether or not such
payment is prohibited by Article XII;

                  (3) failure of the Company to perform its covenants and
agreements in accordance with Article XIII and the continuance of any such
failure for 30 days;

                  (4) failure by the Company to observe or perform any covenant
or agreement contained in the Securities or this Indenture (other than a default
in the performance of any covenant or agreement which is specifically dealt with
elsewhere in this Section 6.1), and continuance of such failure for a period of
60 days after there has been given, by registered or certified mail, to the
Company by the Trustee, or to the Company and the Trustee by Holders of at least
25% in aggregate principal amount of the then outstanding Securities, a written
notice specifying the nature of the purported default, and that the same, if not
cured, would constitute an Event of Default under this Indenture;

                  (5) failure to make any payment at final stated maturity,
including any applicable grace period, in respect of Indebtedness of the Company
(other than Non-Recourse Debt) in an amount in excess of $10,000,000, and
continuance of such failure for 30 days after written notice is given 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 Securities outstanding specifying the
nature of the purported default, and that the same, if not cured, would
constitute an Event of Default under this Indenture;

                  (6) default with respect to any Indebtedness of the Company,
which default results in the acceleration of Indebtedness (other than
Non-Recourse Debt) in an amount in excess of $10,000,000 without such
Indebtedness having been discharged or such acceleration having been rescinded
or annulled for 30 days after written notice is given 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 Securities outstanding specifying the nature of
the purported default, and that the same, if entered, would constitute an Event
of Default under this Indenture;

                  (7) a decree, judgment, or order by a court of competent
jurisdiction shall have been entered adjudging the Company or any of its
Significant Subsidiaries as bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization of the Company or any of its Significant
Subsidiaries under any bankruptcy or similar law, and such decree or order shall
have continued undischarged and unstayed for a period of 45 days; or a decree or
order of a court of competent jurisdiction over the appointment of a receiver,
liquidator, trustee, or assignee in

                                      -29-

<PAGE>

bankruptcy or insolvency of the Company, any of its Significant Subsidiaries, or
of the property of any such Person, or for the winding up or liquidation of the
affairs of any such Person, shall have been entered, and such decree, judgment,
or order shall have remained in force undischarged and unstayed for a period of
45 days;

                  (8) the Company or any of its Significant Subsidiaries shall
institute proceedings to be adjudicated a voluntary bankrupt, or shall consent
to the filing of a bankruptcy proceeding against it, or shall file a petition or
answer or consent seeking reorganization under any bankruptcy or similar law or
similar statute, or shall consent to the filing of any such petition, or shall
consent to the appointment of a Custodian, receiver, liquidator, trustee, or
assignee in bankruptcy or insolvency of it or any of its assets or property, or
shall make a general assignment for the benefit of creditors, or shall admit in
writing its inability to pay its debts generally as they become due, or shall,
within the meaning of any Bankruptcy Law, become insolvent, fail generally to
pay its debts as they become due, or take any corporate action in furtherance of
or to facilitate, conditionally or otherwise, any of the foregoing; or

                  (9) final unsatisfied judgments not covered by insurance,
aggregating in excess of $5,000,000 (net of any insurance or indemnity payments
actually received in respect thereof prior to or within 60 days from the date of
such final judgment) at any one time shall have been rendered against the
Company or any of its Significant Subsidiaries and not have been stayed, bonded
or discharged for a period (during which execution shall not be effectively
stayed) of 60 days after the right to appeal such judgment has expired (or, in
the case of any such final judgment which provides for payment over time, which
shall so remain unstayed, unhanded or undischarged beyond any applicable payment
date provided therein).

         Notwithstanding the 60-day period and notice requirement contained in
Section 6.1(4) above, with respect to a default under Article XI the 60-day
period referred to in Section 6.1(4) shall be deemed to have begun as of the
date the Change of Control notice is required to be sent in the event that the
Company has not complied with the provisions of Section 11.1 and the Trustee or
Holders of at least 25% in principal amount of the outstanding Securities
thereafter give the Notice of Default referred to in Section 6.1(4) to the
Company and, if applicable, the Trustee; provided, however, that if the breach
or default is a result of a default in the payment when due of the Repurchase
Price on the Repurchase Date, such Event of Default shall be deemed, for
purposes of this Section 6.1, to arise no later than on the final Repurchase
Date.

SECTION VI.2. ACCELERATION OF MATURITY RESCISSION AND ANNULMENT.

         If an Event of Default (other than an Event of Default specified in
Section 6.1(7) or (8) relating to the Company) occurs and is continuing, then in
every such case, unless the principal of all of the Securities shall have
already become due and payable, either the Trustee or the Holders of at least
25% in aggregate principal amount of then outstanding Securities, by a notice in
writing to the Company (and to the Trustee if given by Holders) (an
"Acceleration Notice"), may declare all unpaid principal, premium, if any,
accrued interest and Liquidated Damages, if any, of the Securities (or the
Repurchase Price if the Event of Default includes failure to pay the Repurchase
Price, determined as set forth below), with respect thereto, to be due and
payable

                                      -30-

<PAGE>

immediately without any other declaration or act on the part of the Trustee or
the Holders. If an Event of Default specified in Section 6.1(7) or (8) relating
to the Company occurs, all principal, premium, if any, accrued interest and
Liquidated Damages on or with respect thereto will be immediately due and
payable on all outstanding Securities without any declaration or other act on
the part of Trustee or the Holders.

         At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article VI, the Holders of no less
than a majority in aggregate principal amount of then outstanding Securities, by
written notice to the Company and the Trustee, may rescind, on behalf of all
Holders, any such declaration of acceleration if:

                  (1) the Company has paid or deposited with the Trustee Cash
sufficient to pay

                      (A) the principal of (and premium, if any, applicable to)
any Securities which would then be due otherwise than by such declaration of
acceleration, and interest thereon at the rate borne by the Securities,

                      (B) to the extent that payment of such interest is lawful,
interest upon overdue interest and Liquidated Damages at the rate borne by the
Securities,

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

                  (2) all Events of Default, other than the non-payment of the
principal of, premium, if any, interest on and Liquidated Damages with respect
to Securities that have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 6.12, including, if applicable,
any Event of Default relating to the covenants contained in Section 11.1.
Notwithstanding the previous sentence of this Section 6.2, no waiver shall be
effective against any Holder for any Event of Default or event which with notice
or lapse of time or both would be an Event of Default with respect to any
covenant or provision which cannot be modified or amended without the consent of
the Holder of each outstanding Security affected thereby, unless all such
affected Holders agree, in writing, to waive such Event of Default or other
event. No such waiver shall cure or waive any subsequent Default or Event of
Default or impair any right consequent thereon. If any Designated Senior
Indebtedness is outstanding at the time of any acceleration of the Securities,
the Company will not make any payment with respect to the Securities until five
Business Days after the holders of such Designated Senior Indebtedness have
received notice of such acceleration.

SECTION VI.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

         The Company covenants that if an Event of Default in payment of
principal, premium, interest or Liquidated Damages specified in clause (1) or
(2) of Section 6.1 occurs and is continuing, the Company shall, upon demand of
the Trustee, pay to it, for the benefit of the Holders of such Securities, the
whole amount then due and payable on such Securities for

                                      -31-

<PAGE>

principal, premium (if any), interest, Liquidated Damages and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any), Liquidated Damages and on any overdue
interest, at the rate borne by the Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs, fees and expenses of
collection, including compensation to, and expenses, disbursements and advances
of the Trustee, its agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust in favor of the
Holders, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and
may enforce the same against the Company or any other obligor upon the
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon the Securities, wherever situated.

         If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION VI.4. TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (which term as used in this Section shall include any
predecessor Trustee) (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal, interest or Liquidated
Damages) shall be entitled and empowered, by intervention in such proceeding or
otherwise to take any and all actions under the TIA, including

                  (1) to file and prove a claim for the whole amount of
principal (and premium, if any), interest and Liquidated Damages owing and
unpaid in respect of the Securities and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim under Section 7.7 for the compensation, fees, expenses,
disbursements and advances of the Trustee, its agent and counsel) and of the
Holders allowed in such judicial proceeding, and

                  (2) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same in
accordance with Section 6.6;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the

                                      -32-

<PAGE>

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 it for
the compensation, expenses, fees, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.7. To
the extent that the payment of such compensation, expenses, fees, disbursements
and advances of Trustee, its agents and counsel and any other amounts due to the
Trustee under Section 7.7 hereof out of the estate in any such judicial
proceeding shall be denied for any reason, payment of the same shall be secured
by a perfected first priority security interest in and lien on, and shall be
paid out of, any and all distributions, dividends, money securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise, and any such security interest and lien in favor of any predecessor
Trustee shall be senior to the security interest and lien in favor of the
current Trustee.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder 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 VI.5. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust in favor of the Holders, and any recovery of
judgment shall, after provision for the payment of compensation to, and
expenses, fees, disbursements and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Holders of the Securities in respect
of which such judgment has been recovered.

SECTION VI.6. PRIORITIES.

         Any money collected by the Trustee pursuant to this Article VI shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, premium (if
any), interest or Liquidated Damages, upon presentation of the Securities and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  FIRST: To the Trustee (including any predecessor Trustee) in
payment of all amounts due pursuant to Section 7.7;

                  SECOND: To the holders of Senior Indebtedness of the Company
to the extent provided in Article XII;

                  THIRD: To the Holders in payment of the amounts then due and
unpaid for principal of, premium (if any), interest on and Liquidated Damages
with respect to, the Securities in respect or for the benefit of which such
money has been collected, ratably, without preference

                                      -33-

<PAGE>

or priority of any kind, according to the amounts due and payable on such
Securities for principal, premium (if any), interest and Liquidated Damages,
respectively; and

                  FOURTH: To whomsoever may be lawfully entitled thereto, the
remainder, if any.

The Trustee may fix a Record Date and Payment Date for any payment to Holders
pursuant to this Section at least 15 days before such Record Date. The Trustee
shall mail to each Holder and the Company a notice stating the Record Date,
Payment Date and amount to be paid.

SECTION VI.7. LIMITATION ON SUITS.

         No Holder of any Security shall have any right to order or direct the
Trustee to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

                  (A) such Holder has previously given written notice to the
Trustee of a continuing Event of Default;

                  (B) the Holders of not less than 25% in principal amount of
then outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

                  (C) such Holder or Holders have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities to
be incurred or reasonably probable to be incurred in compliance with such
request;

                  (D) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; 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 principal amount of then outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

SECTION VI.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM, AND
INTEREST.

         Notwithstanding any other provision of this Indenture, the Holder of
any Security shall, subject to the provisions of Article XII, have the right,
which is absolute and unconditional, to receive payment of the principal of, and
premium (if any), and interest on, such Security when due (including, in the
case of redemption, the Redemption Price on the applicable Redemption Date,

                                      -34-

<PAGE>

and in the case of the Repurchase Price, on the applicable Repurchase Date), to
convert such Security in accordance with Article XIII, and to institute suit for
the enforcement of any such payment and right to convert after such respective
dates, and such rights shall not be impaired without the consent of such Holder.

SECTION VI.9. RIGHTS AND REMEDIES CUMULATIVE.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in Section 2.7, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION VI.10. DELAY OR OMISSION NOT WAIVER.

         No delay or omission by the Trustee or by any Holder of any Security to
exercise any right or remedy arising upon any Event of Default shall impair the
exercise of any such right or remedy or constitute a waiver of any such Event of
Default. Every right and remedy given by this Article VI or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION VI.11. CONTROL BY HOLDERS.

         The Holder or Holders of no less than a majority in aggregate principal
amount of then outstanding Securities shall 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 upon the Trustee, provided
that

                  (1) such direction shall be made in writing to the Trustee and
shall not be in conflict with any rule of law or with this Indenture,

                  (2) the Trustee shall not have determined that the action so
directed would be unjustly prejudicial to the Holders not taking part in such
direction or would expose the Trustee to personal liability, and

                  (3) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

SECTION VI.12. WAIVER OF DEFAULT.

         The Holder or Holders of not less than a majority in aggregate
principal amount of then outstanding Securities may, on behalf of all Holders,
prior to the declaration of acceleration of the maturity of the Securities,
waive any default hereunder and its consequences or compliance with any
provision of this Indenture or the Securities, except a default or compliance:
(A) in the

                                      -35-

<PAGE>

payment of the principal of, premium, if any, interest on any Security not yet
cured as specified in clauses (1) and (2) of Section 6.1, or (B) in respect of a
covenant or provision hereof which, under Article IX, cannot be modified or
amended without the consent of the Holder of each outstanding Security affected.
Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair the exercise of any right arising therefrom.

SECTION VI.13. UNDERTAKING FOR COSTS.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, 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,
suffered or omitted to be taken by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 6.13 shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in aggregate principal amount of then outstanding Securities, or
to any suit instituted by any Holder for enforcement of the payment of principal
of, premium (if any), interest on or Liquidated Damages with respect to, any
Security on or after the respective Stated Maturity of such Security (including,
in the case of redemption, on or after the Redemption Date).

SECTION VI.14. RESTORATION OF RIGHTS AND REMEDIES.

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

                                  ARTICLE VII.
                                     TRUSTEE

         The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed.

SECTION VII.1. DUTIES OF TRUSTEE.

         (a) If a Default or 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

                                      -36-

<PAGE>

of care and skill in their exercise as a prudent Person would exercise or use
under the circumstances in the conduct of such Person's own affairs.

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

                  (1) The Trustee need perform only those duties as are
specifically set forth in this Indenture or the TIA and no others, and no
covenants or obligations shall be implied in or read into this Indenture which
are adverse to the Trustee.

                  (2) In the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. However, in the
case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts purported to be stated therein).

         (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:

                  (1) This paragraph does not limit the effect of paragraph (b)
of this Section 7.1.

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

                  (3) The Trustee shall not be liable with respect to any action
it takes or omits to take in good faith in accordance with a written direction
received by it pursuant to Section 6.11.

         (d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any liability. The Trustee shall be
under no obligation to perform any of its rights or duties hereunder or to take
or omit to take any action under this Indenture or at the request, order or
direction of the Holders or in the exercise of any of its rights or powers
unless such Holders shall have offered to the Trustee security and indemnity
satisfactory to it against any loss, liability or expense.

         (e) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c), (d) and (f) of this Section 7.1.

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

                                      -37-

<PAGE>

SECTION VII.2. RIGHTS OF TRUSTEE.

         Subject to Section 7.1:

         (a) The Trustee may conclusively rely on and shall be protected in
acting or refraining from acting upon any document reasonably 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 consult
with counsel of its selection and may require an Officers' Certificate or an
Opinion of Counsel. The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on any such Officers' Certificate or
advice or Opinion of Counsel.

         (c) The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any attorney or agent (other
than an agent who is an employee of the Trustee) 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 reasonably believes to be authorized or within its
discretion, rights or powers conferred upon it by this Indenture.

         (e) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby.

         (f) Unless otherwise specifically provided for in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

         (g) Except with respect to Section 4.1, the Trustee shall have no duty
to inquire as to the performance of the Company's covenants in Article IV
hereof. In addition, the Trustee shall not be deemed to have knowledge of any
Default or Event of Default, except (i) any Event of Default occurring pursuant
to Sections 6.1(1) or 6.1(2), or (ii) any Default or Event of Default of which a
Trust Officer of the Trustee shall have received written notification or
obtained actual knowledge.

         (h) No permissive right of the Trustee to act hereunder shall be
construed as a duty.

         (i) If in the administration of this Indenture the Trustee deems it
desirable that a matter be proved or established prior to taking, suffering or
omitting to take any action hereunder, the Trustee (unless other evidence be
herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate, advice or Opinion of Counsel, or both.

                                      -38-

<PAGE>

         (j) The Trustee shall not be deemed to have notice or knowledge
(including actual knowledge) of any matter unless a Trust Officer has actual
knowledge thereof or unless written notice thereof is received by the Trustee at
the office specified in Section 14.2 and such notice references the Securities
generally, the Company or this Indenture.

         (k) The Trustee may consult with counsel with respect to legal matters
relating to this Indenture or Securities and the advice or opinion of counsel
shall be full and complete authorization and protection from liability with
respect to any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel.

         (l) The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its rights 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.

SECTION VII.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, any of
its Subsidiaries, or their respective Affiliates with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION VII.4. TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture, the Registration Rights Agreement, the Offering Memorandum or
the Securities and 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 this Indenture or the Securities, other than the Trustee's certificate of
authentication, or the use or application of any funds received by a Paying
Agent other than the Trustee.

SECTION VII.5. NOTICE 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 Holder notice of the
uncured Default or Event of Default within 90 days after the date the same is
known by the Trustee or the Trustee receives written notice of the occurrence of
such Default or Event of Default unless such Default is cured or waived. The
Trustee may withhold such notice if and so long as a Trust Officer in good faith
determines that withholding the notice is in the interest of the Holders, except
in the case of a Default in payment of principal (or premium, if any) of,
interest on or Liquidated Damages with respect to, any Security (including the
payment of the Repurchase Price on the Repurchase Date and the payment of the
Redemption Price on the Redemption Date).

                                      -39-

<PAGE>

SECTION VII.6. REPORTS BY TRUSTEE TO HOLDERS.

         Within 60 days after each December 15 beginning with the December 15
following the date of this Indenture, the Trustee shall, if required by law,
mail to each Holder a brief report dated as of such reporting date that complies
with TIA SECTION 313(a) if and to the extent required by such Section 313(a).
The Trustee also shall comply with TIA SECTIONS 313(b) and 313(c).

         A copy of each report at the time of its mailing to Holders shall be
mailed to the Company and, if required, filed with the SEC and each stock
exchange, if any, on which the Securities are listed.

         The Company shall promptly notify the Trustee in writing if the
Securities become listed on any stock exchange or automatic quotation system or
of any delisting thereof.

SECTION VII.7. COMPENSATION AND INDEMNITY.

         The Company agrees to pay to the Trustee from time to time such
compensation for its services as the parties shall agree from time to time in
writing and, in the absence of such agreement, reasonable compensation for its
acceptance of this Indenture and services hereunder. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses, fees and advances incurred or made by it. Such expenses
shall include the reasonable compensation, disbursements, fees and expenses of
the Trustee's agents, accountants, experts and counsel.

         The Company agrees to indemnify the Trustee (in its capacity as
Trustee) and each of its officers, directors, employees, attorneys-in-fact and
agents (each an "Indemnified Party") for, and hold them harmless against, any
and all claims, demands, expenses (including but not limited to reasonable
compensation, fees, disbursements and expenses of the Trustee's agents and
counsel), losses, damages or liabilities incurred by it without negligence, bad
faith or willful misconduct on the part of such Indemnified Party, arising out
of, related to, or in connection with the acceptance or administration of this
trust and its rights or duties hereunder, including the reasonable costs and
expenses, and the costs and expenses of enforcing this Indenture (including this
Section 7.7) against the Company and of defending itself against any claim
(whether asserted by the Company, or any Holder or any other person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder. An Indemnified Party shall notify the Company promptly of any
claim asserted against such Indemnified Party for which it may seek indemnity.
Failure by an Indemnified Party to so notify the Company shall not relieve the
Company of its obligations hereunder. The Company shall defend the claim and an
Indemnified Party shall provide reasonable cooperation at the Company's expense
in the defense. An Indemnified Party may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel; provided that (i)
the Company will not be required to pay such fees and expenses if it assumes the
Indemnified Party's defense and there is no conflict of interest between the
Company and the Indemnified Party in connection with such defense and (ii) the
Company shall not be obligated to pay the fees and expenses of more than one
counsel (plus local counsel, if any) in any one

                                      -40-

<PAGE>

proceeding (or related proceedings), which counsel shall be selected by the
Trustee. The Company need not pay for any settlement made without its written
consent.

         The Company need not reimburse any expense or indemnify against any
loss or liability to the extent attributable to the negligence, bad faith or
willful misconduct of the Trustee or any other Indemnified Party.

         To secure the Company's payment obligations in this Section 7.7, the
Trustee and each predecessor Trustee shall have a perfected lien prior to the
Securities on all assets held or collected by the Trustee, in its capacity as
Trustee, except assets held in trust to pay principal and premium, if any, of or
interest or Liquidated Damages on particular Securities. Any lien in favor of a
predecessor Trustee shall be senior to any lien in favor of the current Trustee.
When the Trustee incurs expenses or fees or renders services after an Event of
Default specified in Section 6.1(7) or (8) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law. The Trustee shall comply with the provision of Section
313(b)(2) of the TIA, to the extent applicable. The Company's obligations under
this Section 7.7 and any lien arising hereunder shall survive indefinitely,
including upon the resignation or removal of the Trustee, the discharge of the
Company's obligations pursuant to Article VIII of this Indenture and any
rejection or termination of this Indenture under any Bankruptcy Law.

SECTION VII.8. REPLACEMENT OF TRUSTEE.

         The Trustee may resign by so notifying the Company in writing. The
Holder or Holders of a majority in principal amount of then outstanding
Securities may remove the Trustee by so notifying the Company and the Trustee in
writing. The Company, by Board of Directors resolution, may remove the Trustee
if:

         (a) the Trustee fails to comply with Section 7.10;

         (b) the Trustee is adjudged bankrupt or insolvent or an order for
relief is entered with respect to the Trustee under any bankruptcy law;

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

         (d) the Trustee becomes incapable of acting.

         No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of this Section 7.8. 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. Within one year after the
successor Trustee takes office, the Holder or Holders of a majority in principal
amount of then outstanding Securities may, with the Company's consent, appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

                                      -41-

<PAGE>

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately upon
delivery of such notice and provided that all sums owing to the retiring Trustee
provided for in Section 7.7 have been paid, the retiring Trustee shall transfer
all property held by it as trustee to the successor Trustee, subject to the lien
provided in Section 7.7, 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.

         If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holder or Holders of at least 10% in principal amount of then outstanding
Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

         If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, any such
Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

         Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 shall continue indefinitely for
the benefit of the retiring Trustee.

SECTION VII.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 business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee.

SECTION VII.10. ELIGIBILITY; DISQUALIFICATION.

         The Trustee shall at all times satisfy the requirements of TIA SECTION
310(a)(1), (2) and (5). The Trustee and its direct parent or, in the case of a
corporation included in a bank holding company system, the related bank holding
company, shall have a combined capital and surplus of at least $50,000,000 as
set forth in its most recent published annual report of condition. The Trustee
shall comply with TIA SECTION 310(b).

SECTION VII.11. 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.

SECTION VII.12. OTHER CAPACITIES.

         All references in this Indenture to the Trustee shall be deemed to
refer to the Trustee in its capacity as Trustee and in its capacities as any
Agent, to the extent acting in such capacities, and every provision of this
Indenture relating to the conduct or affecting the liability or offering

                                      -42-

<PAGE>

protection, immunity or indemnity to the Trustee shall be deemed to apply with
the same force and effect to the Trustee acting in its capacity as any Agent.

                                  ARTICLE VIII.
                           SATISFACTION AND DISCHARGE

SECTION VIII.1. SATISFACTION AND DISCHARGE OF INDENTURE.

         The Company may terminate its obligations under this Indenture (subject
to the provisions of this Article VIII and Section 7.7) when it shall have
delivered to the Trustee for cancellation all Securities theretofore
authenticated (other than any Securities which shall have been destroyed, lost
or stolen and which shall have been replaced or paid as provided in Article II
hereof) and the following conditions shall be satisfied:

                  (1) The Company has paid all sums payable under the Indenture;
and

                  (2) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel in the United States, each
stating that all conditions precedent have been complied with as contemplated by
this Section 8.1.

SECTION VIII.2. REPAYMENT TO THE COMPANY.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, for the payment of the principal of, premium, if any, interest
on or Liquidated Damages with respect to any Security and remaining unclaimed
for two years after such principal, premium, if any, interest or Liquidated
Damages has become due and payable shall be paid to the Company on its written
request; and the Holder of such Security shall thereafter look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money shall thereupon cease.

                                   ARTICLE IX.
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION IX.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holder, the Company, when authorized by
Board Resolutions, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes: (1) to cure any ambiguity, defect,
or inconsistency; (2) to create additional covenants of the Company for the
benefit of the Holders, or to surrender any right or power herein conferred upon
the Company or to make any other change that does not materially adversely
affect the rights of any Holder; (3) to provide for collateral for or guarantors
of the Securities; (4) to evidence the succession of another Person to the
Company and the assumption by any such successor of the obligations of the
Company herein and in the Securities in accordance with Article V; (5) to comply
with the TIA; or (6) to provide for uncertificated Securities in addition to or
in place of

                                      -43-

<PAGE>

certificated Securities. The Company shall deliver to the Trustee an Opinion of
Counsel stating that such amendment or supplement complies with this Section
9.1.

SECTION IX.2. AMENDMENTS, SUPPLEMENTAL INDENTURES AND WAIVERS WITH CONSENT OF
HOLDERS.

         Subject to the last sentence of this paragraph, with the consent of the
Holders of not less than a majority in aggregate principal amount of the
Securities at the time outstanding, by written act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by Board Resolutions,
and the Trustee may amend or supplement this Indenture or the Securities or
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or the Securities or of modifying in any manner the
rights of the Holders under this Indenture or the Securities. Subject to the
last sentence of this paragraph, the Holder or Holders of not less than a
majority in aggregate principal amount of then outstanding Securities may, in
writing, waive compliance by the Company with any provision of this Indenture or
the Securities. Notwithstanding any of the above, however, no such amendment,
supplemental indenture or waiver shall, without the consent of the Holder of
each outstanding Security affected thereby:

                  (1) change the Stated Maturity of any Security or reduce the
principal amount thereof or the rate (or extend the time for payment) of
interest thereon or any premium payable upon the redemption thereof, or change
the place of payment where, or the coin or currency in which, any Security or
any premium or the interest thereon with respect thereto is payable, or impair
the right to institute suit for the conversion of any Security or the
enforcement of any such payment on or after the due date thereof (including, in
the case of redemption, on or after the Redemption Date), or reduce the
Repurchase Price, or alter the Repurchase Offer (other than as set forth herein)
or redemption provisions in a manner adverse to the Holders;

                  (2) reduce the percentage in principal amount of the
outstanding Securities, the consent of whose Holders is required for any such
amendment, supplemental indenture or waiver provided for in the Indenture;

                  (3) adversely affect the right of such Holder to convert
Securities or the rights of any holder conferred by Article XIII; or

                  (4) reduce the percentage of the principal amount of
Securities whose Holders must consent to an amendment, supplement or waiver or
to provide that certain other provisions of the 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.

                                      -44-

<PAGE>

         After an amendment, supplement or waiver under this Section 9.2 becomes
effective, the Company shall mail to the Holders affected thereby at such
Holders' addresses as the same appear on the registry books of the Registrar 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 supplemental indenture or
waiver.

         After an amendment, supplement or waiver under this Section 9.2 or
Section 9.4 becomes effective, it shall bind each Holder.

         In connection with any amendment, supplement or waiver under this
Article IX, the Company may, but shall not be obligated to, offer to any Holder
who consents to such amendment, supplement or waiver, or (at the option of the
Company) to all Holders, consideration for consent to such amendment, supplement
or waiver.

SECTION IX.3. COMPLIANCE WITH TIA.

         Every amendment, waiver or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.

SECTION IX.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 his Security or portion of his Security by written notice to the
Company, the Trustee or the Person designated by the Company as the Person to
whom consents should be sent if such revocation is received by the Company or
such Person before the date on which the Trustee receives an Officers'
Certificate certifying that the Holders of the requisite principal amount of
Securities have consented (and not theretofore revoked such consent) to the
amendment, supplement or waiver.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be the date so fixed by the
Company notwithstanding the provisions of the TIA. If a record date is fixed,
then notwithstanding the last sentence of the immediately preceding paragraph,
those Persons who were Holders at such record date, and only those Persons (or
their duly designated proxies), shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date.

         Notwithstanding the preceding paragraph, after an amendment, supplement
or waiver becomes effective, it shall bind every Holder, unless it makes a
change described in any of clauses (1) through (4) of Section 9.2, in which
case, the amendment, supplement or waiver shall bind only each Holder of a
Security who has consented to it and every subsequent Holder of a Security

                                      -45-

<PAGE>

or portion of a Security that evidences the same debt as the consenting Holder's
Security unless consent of all Holders has been obtained pursuant to clauses (1)
through (4) of Section 9.2.

SECTION IX.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
or require the Holder to put an appropriate notation on the Security. 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. Any
failure to make the appropriate notation or to issue a new Security shall not
affect the validity of such amendment, supplement or waiver.

SECTION IX.6. TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article IX; provided that the Trustee may, but shall
not be obligated to, execute any such amendment, supplement or waiver which
affects the Trustee's own rights, duties or immunities under this Indenture. The
Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that the
execution of any amendment, supplement or waiver authorized pursuant to this
Article IX is authorized or permitted by this Indenture.

                                   ARTICLE X.
                               MEETINGS OF HOLDERS

SECTION X.1. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

         A meeting of Holders may be called at any time and from time to time
pursuant to the provisions of this Article X for any of the following purposes:
(a) to give any notice to the Company or to the Trustee, or to give any
directions to the Trustee, or to waive or to consent to the waiving of any
Default or Event of Default hereunder and its consequences, or to take any other
action authorized to be taken by Holders pursuant to any of the provisions of
Article VI; (b) to remove the Trustee or appoint a successor Trustee pursuant to
the provisions of Article VII; (c) to consent to an amendment, supplement or
waiver pursuant to provisions of Section 9.2; or (d) to take any other action
(i) authorized to be taken by or on behalf of the Holder or Holders of any
specified aggregate principal amount of the Securities under any other provision
of this Indenture, or authorized or permitted by law or (ii) which the Trustee
deems necessary or appropriate in connection with the administration of this
Indenture.

SECTION X.2. MANNER OF CALLING MEETINGS.

         The Trustee may at any time call a meeting of Holders to take any
action specified in Section 10.1, to be held at such time and at such place in
New York, New York or elsewhere as the Trustee shall determine. Notice of every
meeting of Holders, setting forth the time and place

                                      -46-

<PAGE>

of such meeting and in general terms the action proposed to be taken at such
meeting, shall be mailed at the Company's expense by the Trustee, first-class
postage prepaid, to the Company and to the Holders at their last addresses as
they shall appear on the registration books of the Registrar, not less than 10
nor more than 60 days prior to the date fixed for a meeting.

         Any meeting of Holders shall be valid without notice if the Holders of
all Securities then outstanding are present in Person or by proxy, or if notice
is waived before or after the meeting by the Holders of all Securities
outstanding, and if the Company and the Trustee are either present by duly
authorized representatives or have, before or after the meeting, waived notice.

SECTION X.3. CALLING OF MEETINGS BY THE COMPANY OR HOLDERS.

         In case at any time the Company or the Holders of not less than 10% in
aggregate principal amount of the Securities then outstanding, shall have
requested the Trustee to call a meeting of Holders to take any action specified
in Section 10.1, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within 20 days after receipt of such written
request, then the Company or the Holders of Securities in the amount above
specified may determine the time and place in New York, New York or elsewhere
for such meeting and may call such meeting for the purpose of taking such
action, by mailing or causing to be mailed notice thereof as provided in Section
10.2.

SECTION X.4. WHO MAY ATTEND AND VOTE AT MEETINGS.

         To be entitled to vote at any meeting of Holders, a Person shall (a) be
a registered Holder of one or more Securities, or (b) be a Person appointed by
an instrument in writing as proxy for the registered Holder or Holders of
Securities. The only Persons who shall be entitled to be present or to speak at
any meeting of Holders shall be the Persons entitled to vote at such meeting and
their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company, and its counsel.

SECTION X.5. REGULATIONS MAY BE MADE BY COMPANY; CONDUCT OF THE MEETING; VOTING
RIGHTS; ADJOURNMENT.

         Notwithstanding any other provision of this Indenture, the Company may
make such reasonable regulations as it may deem advisable for any action by or
any meeting of Holders, in regard to proof of the holding of Securities and of
the appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, and submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think appropriate. Such regulations may fix a
record date and time for determining the Holders of record of Securities
entitled to vote at such meeting, in which case those and only those Persons who
are Holders of Securities at the record date and time so fixed, or their
proxies, shall be entitled to vote at such meeting whether or not they shall be
such Holders at the time of the meeting.

                                      -47-

<PAGE>

         The Holders shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders as provided in Section 10.3, in which case the Company or
the Holders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the Holders of a majority in principal
amount of the Securities represented at the meeting and entitled to vote.

         At any meeting each Securityholder or proxy shall be entitled to one
vote for each $1,000 principal amount of Securities held or represented by him,
in whole vote increments; provided, however, that no vote shall be cast or
counted at any meeting in respect of any Securities challenged as not
outstanding and ruled by the chairman of the meeting to be not then outstanding.
The chairman of the meeting shall have no right to vote other than by virtue of
Securities held by him or instruments in writing as aforesaid duly designating
him as the proxy to vote on behalf of other Holders. Any meeting of Holders duly
called pursuant to the provisions of Section 10.2 or Section 10.3 may be
adjourned from time to time by vote of the Holder or Holders of a majority in
aggregate principal amount of the Securities represented at the meeting and
entitled to vote, and the meeting may be held as so adjourned without further
notice.

SECTION X.6. VOTING AT THE MEETING AND RECORD TO BE KEPT.

         The vote upon any resolution submitted to any meeting of Holders shall
be by written ballots on which shall be subscribed the signatures of the Holders
of Securities or of their representatives by proxy and the principal amount of
the Securities voted by the ballot. The permanent chairman of the meeting shall
appoint two inspectors of votes, who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Holders
shall be prepared by the secretary of the meeting and there shall be attached to
such record the original reports of the inspectors of votes on any vote by
ballot taken thereat and affidavits by one or more Persons having knowledge of
the facts, setting forth a copy of the notice of the meeting and showing that
such notice was mailed as provided in Section 10.2 or published as provided in
Section 10.3. The record shall be signed and verified by the affidavits of the
permanent chairman and the secretary of the meeting and one of the duplicates
shall be delivered to the Company and the other to the Trustee to be preserved
by the Trustee, the latter to have attached thereto the ballots voted at the
meeting.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

SECTION X.7. EXERCISE OF RIGHTS OF TRUSTEE OR HOLDERS MAY NOT BE HINDERED OR
DELAYED BY CALL OF MEETING.

         Nothing contained in this Article X shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred

                                      -48-

<PAGE>

upon or reserved to the Trustee or to the Holders under any of the provisions of
this Indenture or of the Securities.

                                   ARTICLE XI.
              RIGHT TO REQUIRE REPURCHASE UPON A CHANGE OF CONTROL

SECTION XI.1. REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF
CONTROL.

         (a) Subject to Section 11.2, in the event that a Change of Control has
occurred, the Company shall offer, subject to the terms and conditions of this
Indenture, to purchase all or any part of each Holder's Securities (provided
that the principal amount of such Securities must be $1,000 or an integral
multiple thereof) on the date (the "Repurchase Date") fixed in the manner
provided in this Section 11.1 that is no later than 45 Business Days (except as
hereinafter provided) after the occurrence of such Change of Control or, at the
option of the Company, prior to such Change of Control, but after the public
announcement thereof, at a cash price (the "Repurchase Price") equal to 100% of
the principal amount thereof, together with accrued and unpaid interest and
Liquidated Damages, if any, to (but excluding) the Repurchase Date.

         (b) In the event that, pursuant to this Section 11.1, the Company shall
be required to commence an offer to purchase Securities (a "Repurchase Offer"),
the Company shall follow the procedures set forth in this Section 11.1 as
follows:

                  (1) the Repurchase Offer shall commence on the date specified
by the Company that shall be within 25 Business Days following a Change of
Control;

                  (2) the Repurchase Offer shall remain open for 20 Business
Days following its commencement, except to the extent that a longer period is
required by applicable law (the "Repurchase Offer Period");

                  (3) upon the expiration of a Repurchase Offer, the Company
shall purchase all Securities tendered in response to the Repurchase Offer;

                  (4) if the Repurchase Date is on or after an interest payment
Record Date and on or before the related Interest Payment Date, any accrued
interest and Liquidated Damages will be paid to the Person in whose name a
Security is registered at the close of business on such Record Date, and no
additional interest or Liquidated Damages will be payable to Holders who tender
Securities pursuant to the Repurchase Offer;

                  (5) the Company shall provide the Trustee with written notice
of the Repurchase Offer at least 5 Business Days before the commencement of any
Repurchase Offer (or such shorter period that is satisfactory to the Trustee);
and

                  (6) on or before the commencement of any Repurchase Offer, the
Company or the Trustee (upon the request and at the expense of the Company)
shall send, by first-class mail, a

                                      -49-

<PAGE>

notice to each of the Holders, which (to the extent consistent with this
Indenture) shall govern the terms of the Repurchase Offer and shall state:

                      (i) that the Repurchase Offer is being made pursuant to
such notice and this Section 11.1 and that all Securities, or portions thereof,
tendered will be accepted for payment;

                      (ii) the Repurchase Price (including the amount of accrued
and unpaid interest and Liquidated Damages, if any), the Repurchase Date and the
Repurchase Put Date;

                      (iii) that any Security, or portion thereof, not tendered
and accepted for payment will continue to accrue interest and Liquidated
Damages, if any;

                      (iv) that, unless the Company defaults in depositing Cash
with the Paying Agent in accordance with the last paragraph of this clause (b)
or such payment is prevented pursuant to Article XII, any Security, or portion
thereof, accepted for payment pursuant to the Repurchase Offer shall cease to
accrue interest after the Repurchase Date;

                      (v) that Holders electing to have a Security, or portion
thereof, purchased pursuant to a Repurchase Offer will be required to surrender
the Security, with the form entitled "Option of Holder to Elect Purchase" on the
reverse of the Security completed, to the Paying Agent (which may not for
purposes of this Section 11.1, notwithstanding anything in this Indenture to the
contrary, be the Company or any Affiliate of the Company) at the address
specified in the notice prior to the close of business on the earlier of (a) the
third Business Day prior to the Repurchase Date and (b) the third Business Day
following the expiration of the Repurchase Offer (such earlier date being the
"Repurchase Put Date");

                      (vi) that Holders will be entitled to withdraw their
election, in whole or in part, if the Paying Agent (which may not for purposes
of this Section 11.1, notwithstanding anything in this Indenture to the
contrary, be the Company or any Affiliate of the Company) receives, up to the
close of business on the Repurchase Put Date, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Securities the
Holder is withdrawing and a statement that such Holder is withdrawing his
election to have such principal amount of Securities purchased; and

                      (vii) a brief description of the events resulting in such
Change of Control.

        Any notice of a Repurchase Offer mailed in accordance with the
foregoing provisions shall be conclusively presumed to have been duly given
whether or not a given Holder receives the same.

         Any such Repurchase Offer shall comply with all applicable provisions
of federal and state laws, including those regulating tender offers, if
applicable, and any provisions of this Indenture which conflict with such laws
shall be deemed to be superseded by the provisions of such laws.

                                      -50-

<PAGE>

         On or before the Repurchase Date, the Company shall, to the extent
lawful, (i) accept for payment Securities or portions thereof properly tendered
pursuant to the Repurchase Offer on or before the Repurchase Put Date, (ii)
deposit with the Paying Agent Cash sufficient to pay the Repurchase Price
(together with accrued and unpaid interest and Liquidated Damages, if any) of
all Securities or portions thereof so tendered and (iii) deliver or cause to be
delivered to the Trustee the Securities so accepted together with an Officers'
Certificate listing the Securities or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to Holders of Securities so
accepted payment in an amount equal to the Repurchase Price (together with
accrued and unpaid interest and Liquidated Damages, if any), and the Trustee
will promptly authenticate and mail or deliver to such Holders a new Security or
Securities equal in principal amount to any unpurchased portion of the
Securities surrendered. Any Securities not so accepted shall be promptly mailed
or delivered by the Company to the Holder thereof. The Company shall publicly
announce the results of the Repurchase Offer on or as soon as practicable after
the Repurchase Date.

SECTION XI.2. RESCISSION OF CHANGE OF CONTROL DETERMINATION.

         At any time prior to the close of business on the Business Day
immediately preceding the Repurchase Date, the Holders of more than 66-2/3% in
aggregate principal amount of the then outstanding Securities, by written act of
said Holders delivered to the Company and the Trustee, may determine that the
event giving rise to the Change of Control shall not be treated as a Change of
Control for purposes of Section 11.1, in which event:

                  (1) the provisions of Section 11.1(a) shall not apply;

                  (2) if a Repurchase Offer has been made by the Company
pursuant to Section 11.1(b), such Repurchase Offer shall be deemed revoked; and

                  (3) if any Securities have been tendered in response to the
revoked Repurchase Offer, such tenders shall be deemed rescinded and the
Securities promptly returned to the Holders thereof.

         Following a determination by the Holders pursuant to this Section 11.2,
the Company shall mail to all Holders a notice briefly describing such
determination. 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 determination. An effective determination under this Section 11.2 shall be
binding on all holders.

                                  ARTICLE XII.
                                  SUBORDINATION

SECTION XII.1. SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS.

         The Company and each Holder, by its acceptance of Securities, agree
that (a) the payment of the principal of, premium, if any, and interest on and
Liquidated Damages with respect to, the Securities and (b) any other payment in
respect of the Securities, including on account of the

                                      -51-

<PAGE>

acquisition, defeasance or redemption of the Securities by the Company (but
specifically excluding payments to the Trustee for its own benefit in its
capacity as such), is subordinated, to the extent and in the manner provided in
this Article XII, to the prior payment in full in cash of all Senior
Indebtedness of the Company, whether outstanding at the date of this Indenture
or thereafter created, incurred, assumed or guaranteed, and that these
subordination provisions are for the benefit of the holders of Senior
Indebtedness.

         This Article XII shall constitute a continuing offer to all Persons
who, in reliance upon such provisions, become holders of, or continue to hold,
Senior Indebtedness, and such provisions are made for the benefit of the holders
of Senior Indebtedness, and such holders are made obligees hereunder and any one
or more of them may enforce such provisions. In addition, the payment of cash,
property or securities (other than Junior Securities) upon conversion of a
Security pursuant to Article XIII will constitute payment on a Security and
therefore will be subject to the subordination provisions contained in this
Indenture.

SECTION XII.2. NO PAYMENT ON SECURITIES IN CERTAIN CIRCUMSTANCES.

         (a) No payment or distribution (by setoff or otherwise) may be made by
or on behalf of the Company, directly or indirectly through any Subsidiary, on
account of the principal of, premium, if any, interest on, or Liquidated Damages
or any other obligations under or with respect to, the Securities, or to
acquire, redeem or defease any of the Securities (including repurchases of
Securities at the option of the Holder) for cash, securities or property (other
than Junior Securities), or on account of the redemption provisions of the
Securities (collectively, the "Subordinated Obligations"), (i) upon the maturity
of any Senior Indebtedness by lapse of time, acceleration (unless waived) or
otherwise, unless and until all principal of, premium, if any, and interest on,
and fees, charges, expenses, indemnifications and all other amounts payable in
respect of Senior Indebtedness are first paid in full in cash, or (ii) in the
event of default in the payment of any principal of, premium, if any, or
interest in respect of any Designated Senior Indebtedness when it becomes due
and payable, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise (collectively, a "Payment Default"), unless and until
such Payment Default has been cured or waived or otherwise has ceased to exist.

         (b) Upon (i) the happening of an event of default (other than a Payment
Default) that permits, or would permit, with (w) the passage of time, (x) the
giving of notice, (y) the making of any payment of the Securities then required
to be made, or (z) any combination thereof (collectively, a "Non-Payment
Default"), the holders of any Designated Senior Indebtedness or their
representative immediately to accelerate its maturity and (ii) written notice of
such Non-Payment Default being given to the Company and the Trustee by the
holders of such Designated Senior Indebtedness or their representative (a
"Blockage Notice"), then, unless and until such Non-Payment Default has been
cured or waived or otherwise has ceased to exist, no payment or distribution (by
set-off or otherwise), redemption, defeasance or acquisition may be made by or
on behalf of the Company directly or through any Subsidiary on account of the
Subordinated Obligations. Notwithstanding the foregoing, on the first to occur
of (i) the date that is 179 days after the Blockage Notice is delivered as set
forth above (the "Payment Blockage Period"), and (ii) the date on which all
Payment Defaults and Non-Payment Defaults have been cured or

                                      -52-

<PAGE>

waived, the Company shall be required to pay to the Holders of the Securities
all regularly scheduled payments on the Securities that were not paid to the
Holders of the Securities during the Payment Blockage Period due to the
foregoing prohibitions (and upon the making of such payments any acceleration of
the Securities made or other remedies commenced during the Payment Blockage
Period shall be of no further force or effect) and to resume all other payments
as and when due on the Securities, provided that no Payment Default shall have
occurred and be continuing. Not more than one Blockage Notice may be given in
any consecutive 365-day period, irrespective of the number of defaults with
respect to Senior Indebtedness during such period. In no event, however, may the
total number of days during which any Payment Blockage Period is or Payment
Blockage Periods are in effect exceed 179 days in the aggregate during any
consecutive 365-day period.

         (c) In furtherance of the provisions of Article XII, in the event that,
notwithstanding the foregoing provisions of this Section 12.2, any payment or
distribution of assets or securities of the Company or any Subsidiary of the
Company (other than Junior Securities) shall be received by the Holders or the
Trustee on behalf of the Holders or any Paying Agent for the benefit of the
Holders at a time when such payment or distribution is prohibited by the
provisions of this Section 12.2 (or, if the Company or any Affiliate of the
Company is acting as its own Paying Agent, money for any such payment or
distribution shall be segregated or held in trust), such payment or distribution
(subject to the provisions of Sections 12.6 and 12.9) shall be held in trust for
the benefit of the holders of Senior Indebtedness, and shall be paid or
delivered by such Holders or the Trustee or such Paying Agent, as the case may
be, to the holders of Senior Indebtedness of the Company remaining unpaid or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior
Indebtedness of the Company may have been issued, ratably according to the
aggregate amounts remaining unpaid on account of the Senior Indebtedness of the
Company held or represented by each, for application to the payment of all
Senior Indebtedness of the Company (including cash collateralization of
outstanding letters of credit) in full in cash after giving effect to any
concurrent payment and distribution to the holders of such Senior Indebtedness.

SECTION XII.3. SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR
INDEBTEDNESS ON DISSOLUTION LIQUIDATION OR REORGANIZATION.

         Upon any distribution of assets or securities of the Company upon any
dissolution, winding up, total or partial liquidation or reorganization of the
Company, whether voluntary or involuntary, in bankruptcy, insolvency,
receivership or a similar proceeding or upon assignment for the benefit of
creditors or any marshaling of assets or liabilities:

         (a) the holders of all Senior Indebtedness of the Company shall first
be entitled to receive payments in full in cash (including cash
collateralization of outstanding letters of credit) before the Holders are
entitled to receive any payment or distribution (other than Junior Securities)
on account of the Subordinated Obligations;

         (b) any payment or distribution of assets or securities of the Company
of any kind or character, whether in cash, property or securities (other than
Junior Securities) to which the

                                      -53-

<PAGE>

Holders or the Trustee on behalf of the Holders would be entitled (by setoff or
otherwise), except for the provisions of this Article XII, shall be paid by the
liquidating trustee or agent or other Person making such a payment or
distribution directly to the holders of Senior Indebtedness or their
representative to the extent necessary to make payment in full in cash of all
Senior Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution or provision therefor, to the holders of Senior
Indebtedness (but this Section 12.3(b) shall not apply to payments or
distributions to the Trustee for its own benefit in its capacity as such); and

         (c) in the event that, notwithstanding the foregoing, any payment or
distribution of assets or securities of the Company or any Subsidiary of any
kind or character, whether in cash, property or securities (other than Junior
Securities as aforesaid), shall be received by the Trustee for the benefit of
the Holders or the Holders or any Paying Agent for the benefit of the Holders
(or, if the Company or any Affiliate of the Company is acting as its own Paying
Agent, money for any such payment or distribution shall be segregated or held in
trust) on account of Subordinated Obligations before all Senior Indebtedness is
paid in full in cash, such payment or distribution (subject to the provisions of
Sections 12.6 and 12.9) shall be held in trust for the benefit of the holders of
Senior Indebtedness, and shall be paid or delivered by such Holders or the
Trustee or such Paying Agent, as the case may be, to the holders of Senior
Indebtedness of the Company remaining unpaid or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Indebtedness of the Company
may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of the Senior Indebtedness of the Company held or represented
by each, for application to the payment of all Senior Indebtedness of the
Company (including cash collateralization of outstanding letters of credit) in
full in cash after giving effect to any concurrent payment and distribution to
the holders of such Senior Indebtedness.

SECTION XII.4. HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR
INDEBTEDNESS.

         Subject to the payment in full in cash of all Senior Indebtedness of
the Company as provided herein, the Holders of Securities shall be subrogated to
the rights of the holders of such Senior Indebtedness to receive payments or
distributions of assets of the Company applicable to the Senior Indebtedness
until all amounts owing on the Securities shall be paid in full, and for the
purpose of such subrogation no such payments or distributions to the holders of
such Senior Indebtedness by the Company, or by or on behalf of the Holders by
virtue of this Article XII, which otherwise would have been made to the Holders
shall, as between the Company and the Holders, be deemed to be payment by the
Company or on account of such Senior Indebtedness, it being understood that the
provisions of this Article XII are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of
such Senior Indebtedness, on the other hand. If any payment or distribution to
which the Holders would otherwise have been entitled but for the provisions of
this Article XlI shall have been applied, pursuant to the provisions of this
Article XII, to the payment of amounts payable under Senior Indebtedness of the
Company, then the Holders shall be entitled to receive from the holders of such
Senior Indebtedness any payments or distributions received by such holders of
Senior Indebtedness in excess of the amount sufficient to pay all amounts
payable under or in respect of such Senior Indebtedness in full in cash.

                                      -54-

<PAGE>

SECTION XII.5. OBLIGATIONS OF THE COMPANY UNCONDITIONAL.

         Nothing contained in this Article XII or elsewhere in this Indenture or
in the Securities is intended to or shall impair as between the Company and the
Holders, the obligation of each such Person, which is absolute and
unconditional, to pay to the Holders the principal of, premium, if any, and
interest on, and Liquidated Damages, if any, with respect to, the Securities as
and when the same shall become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the Holders and
creditors of the Company other than the holders of the Senior Indebtedness, nor
shall anything herein or therein prevent the Trustee or any Holder from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article XII, of the
holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy. Notwithstanding anything
to the contrary in this Article XII or elsewhere in this Indenture or in the
Securities, upon any distribution of assets or securities of the Company
referred to in this Article XII, the Trustee, subject to the provisions of
Sections 7.1 and 7.2, and the Holders shall be entitled to rely upon any order
or decree made by any court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending, or a
certificate of the liquidating trustee or agent or other Person making any
distribution to the Trustee or to the Holders for the purpose of ascertaining
the Persons entitled to participate in such distribution, the holders of the
Senior Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XII so long as such court has been
apprised of the provisions of, or the order, decree or certificate makes
reference to, the provisions of this Article XII. Nothing in this Section 12.5
shall apply to the claims of, or payments to, the Trustee under or pursuant to
Section 7.7 or otherwise for its own benefit in its capacity as such.

SECTION XII.6. TRUSTEE AND OTHER AGENTS ENTITLED TO ASSUME PAYMENTS NOT
PROHIBITED IN ABSENCE OF NOTICE.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities by virtue of the operation of this Article
XII, but failure to give such notice shall not affect the subordination of the
Securities pursuant to this Article XII. The Trustee and all other Agents shall
not at any time be charged with knowledge of the existence of any facts which
would prohibit the making of any payment to or by the Trustee unless and until a
Trust Officer of the Trustee or any Paying Agent shall have actually received,
no later than one Business Day prior to such payment, written notice thereof in
compliance with Section 14.2 from the Company or from one or more holders of
Senior Indebtedness or from any representative therefor and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
Sections 7.1 and 7.2, shall be entitled in all respects conclusively to assume
that no such fact exists.

                                      -55-

<PAGE>

SECTION XII.7. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS.

         No right of any present or future holders of any Senior Indebtedness to
enforce subordination provisions contained in this Article XII shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms of this Indenture,
regardless of any knowledge thereof which any such holder may have or be
otherwise charged with. Without the consent of or notice to the Trustee or the
Holders, the holders of Senior Indebtedness may extend, renew, modify or amend
the terms of the Senior Indebtedness or any security therefor and release, sell
or exchange such security and otherwise deal freely with the Company, all
without impairing the liabilities and obligations of the parties to this
Indenture or the Holders.

SECTION XII.8. HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF
SECURITIES.

         Each Holder of the Securities by his acceptance thereof authorizes the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provisions contained in this Article XII pursuant
to this Indenture, and appoints the Trustee his attorney-in-fact for such
purpose, including, in the event of any dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency or receivership
proceedings or upon an assignment for the benefit of creditors of the Company),
the immediate filing of a claim for the unpaid balance of his Securities in the
form required in said proceedings and cause said claim to be approved. If the
Trustee does not file a proper claim or proof of debt in the form required in
such proceeding prior to 30 days before the expiration of the time to file such
claim or claims, then the holders of the Senior Indebtedness or their
representative are or is hereby authorized to have the right to file and are or
is hereby authorized to file an appropriate claim for and on behalf of the
Holders of said Securities. Nothing herein contained shall be deemed to
authorize the Trustee or the holders of Senior Indebtedness or their
representative to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee or the holders of Senior Indebtedness or their
representative to vote in respect of the claim of any Securityholder in any such
proceeding.

SECTION XII.9. RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS.

         The Trustee and any Agent shall be entitled to all of the rights set
forth in this Article XII in respect of any Senior Indebtedness at any time held
by it to the same extent as any other holder of Senior Indebtedness, and nothing
in this Indenture shall be construed to deprive the Trustee or any Agent of any
of its rights as such holder.

         Nothing in this Article XII shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.7.

                                      -56-

<PAGE>

SECTION XII.10. ARTICLE XII NOT TO PREVENT EVENTS OF DEFAULT.

         The failure to make a payment on account of principal of, premium, if
any, interest on, or Liquidated Damages with respect to, the Securities by
reason of any provision of this Article XII shall not be construed as preventing
the occurrence of a Default or an Event of Default under Section 6.1 or in any
way prevent the Holders from exercising any right hereunder other than the right
to receive payment on the Securities.

SECTION XII.11. NO DUTY OF TRUSTEE AND OTHER AGENTS TO HOLDERS OF SENIOR
INDEBTEDNESS.

         The Trustee and the other Agents shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to
any such holders (other than for its willful misconduct or negligence) if it
shall in good faith mistakenly pay over or distribute to the Holders of
Securities or the Company or any other Person, cash, property or securities to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article XII or otherwise (subject to Section 12.6). Nothing in this Section
12.12 shall affect the obligation of any other such Person receiving such
payment or distribution from the Trustee or any other Agent to hold such payment
for the benefit of, and to pay such payment over to, the holders of Senior
Indebtedness or their representative.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as
are specifically set forth in this Article XII and no implied covenants or
obligations with respect to holders of Senior Indebtedness shall be read into
this Indenture as against the Trustee.

                                  ARTICLE XIII.
                            CONVERSION OF SECURITIES

SECTION XIII.1. CONVERSION PRIVILEGE.

         Subject to and upon compliance with the provisions of this Article
XIII, at the option of the Holder thereof, any Security may at any time, be
converted, in whole, or in part in multiples of $1,000 principal amount, into
fully paid and non-assessable shares of Common Stock issuable upon conversion of
the Securities, at the conversion price in effect at the Date of Conversion,
until and including, but not after the close of business on the Stated Maturity,
unless such Security or some portion thereof shall have been called for
redemption or delivered for repurchase prior to such date and no default is made
in making due provision for the payment of the Redemption Price in accordance
with the terms of this Indenture, in which case, with respect to such Security
or portion thereof as has been so called for redemption or delivered for
repurchase, such Security or portion thereof may be so converted until and
including, but not after, the close of business two Business Days immediately
prior to the Redemption Date or Repurchase Date, as applicable, for such
Security, unless the Company subsequently fails to pay the applicable Redemption
Price or Repurchase Price, as the case may be.

                                      -57-


<PAGE>

SECTION XIII.2. EXERCISE OF CONVERSION PRIVILEGE.

         In order to exercise the conversion privilege, the Holder of any
Security to be converted shall surrender such Security to the Company at any
time during usual business hours at its office or agency maintained for the
purpose as provided in this Indenture, accompanied by a fully executed written
notice, in substantially the form and manner set forth on the reverse of the
Security, that the Holder elects to convert such Security or a stated portion
thereof constituting a multiple of $1,000 principal amount, and, if such
Security is surrendered for conversion during the period between the close of
business on any Record Date and the opening of business on the next following
Interest Payment Date and has not been called for redemption on a Redemption
Date or repurchase on a Repurchase Date which occurs within such period,
accompanied (except in the case of the Interest Payment Date occurring on
December 15, 2002) by payment in New York clearing house funds or other funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of the Security being surrendered
for conversion, notwithstanding such conversion and the interest payable in
respect of such Security on such Interest Payment Date shall be paid to the
Holder of such Security (or predecessor security) as of the Record Date.
Interest payable in respect of a Security surrendered for conversion on or after
an Interest Payment Date shall be paid to the Holder of such Security as of the
next preceding Record Date, notwithstanding the exercise of the right of
conversion. Such notice of conversion shall also state the name or names (with
address) in which the certificate or certificates for shares of Common Stock
shall be issued. Securities surrendered for conversion shall (if reasonably
required by the Company or the Trustee) be duly endorsed by, or be accompanied
by a written instrument or instruments of transfer in form satisfactory to the
Company duly executed by, the Holder or his attorney duly authorized in writing,
with appropriate signature guarantee. As promptly as practicable after the
receipt of such notice and the surrender of such Security as aforesaid, the
Company shall, subject to the provisions of Section 13.8 hereof, issue and
deliver at such office or agency to such Holder, or on his written order, a
certificate or certificates for the number of full shares of Common Stock
issuable on such conversion of Securities in accordance with the provisions of
this Article XIII and Cash, as provided in Section 13.3 hereof, in respect of
any fraction of a share of Common Stock otherwise issuable upon such conversion.
Such conversion shall be deemed to have been effected immediately prior to the
close of business on the date (herein called the "Date of Conversion") on which
such Security shall have been surrendered as aforesaid, and the person or
persons in whose name or names any certificate or certificates for shares of
Common Stock shall be issuable upon such conversion shall be deemed to have
become on the Date of Conversion the holder or holders of record of the shares
represented thereby; provided, however, that any such surrender on any date when
the stock transfer books of the Company shall be closed shall cause the person
or persons in whose name or names the certificate or certificates for such
shares are to be issued to be deemed to have become the record holder or holders
thereof for all purposes at the opening of business on the next succeeding day
on which such stock transfer books are open but such conversion shall
nevertheless be at the conversion price in effect at the close of business on
the date when such Security shall have been so surrendered with the conversion
notice. In the case of conversion of a portion, but less than all, of a
Security, the Company shall as promptly as practicable execute, and the Trustee
shall thereafter authenticate and deliver to the Holder

                                      -58-

<PAGE>

thereof, at the expense of the Company, a Security or Securities in the
aggregate principal amount of the unconverted portion of the Security
surrendered. Except as otherwise expressly provided in this Indenture, no
payment or adjustment shall be made for interest accrued on any Security (or
portion thereof) converted or for dividends or distributions on any Common Stock
issued upon conversion of any Security.

SECTION XIII.3. FRACTIONAL INTERESTS.

         No fractions of shares or scrip representing fractions of shares shall
be issued upon conversion of Securities. If more than one Security shall be
surrendered for conversion at one time by the same holder, the number of full
shares which shall be issuable upon conversion thereof shall be computed on the
basis of the aggregate principal amount (or specified portion thereof) of the
Securities so surrendered. If any fraction of a share of Common Stock would,
except for the foregoing provisions of this Section 13.3, be issuable on the
conversion of any Security or Securities, the Company shall make payment in lieu
thereof in an amount of Cash equal to the value of such fraction computed on the
basis of the last sale price of the Common Stock as reported on the New York
Stock Exchange (or if not listed for trading thereon, then on the principal
national securities exchange or on the principal automated quotation system on
which the Common Stock is listed or admitted to trading) at the close of
business on the Date of Conversion or if no such sale takes place on such day,
the last sale price for such day shall be the average of the closing bid and
asked prices regular way on the New York Stock Exchange (or if not listed for
trading thereon, on the principal national securities exchange or on the
principal automated quotation system on which the Common Stock is listed or
admitted to trading) for such day (any such last sale price being hereinafter
referred to as the "Last Sale Price"). If on the Date of Conversion, the Common
Stock is not quoted by any such organization, the fair value of such Common
Stock on such day, as reasonably determined in good faith by the Board of
Directors of the Company, shall be used.

SECTION XIII.4. CONVERSION PRICE.

         The conversion price per share of Common Stock issuable upon conversion
of the Securities (as such price may be adjusted, herein called the "Conversion
Price") shall initially be $15.55 (which reflects a conversion rate of 64.3087
shares of Common Stock per $1,000 in principal amount of Securities).

SECTION XIII.5. ADJUSTMENT OF CONVERSION PRICE.

         The Conversion Price shall be subject to adjustment from time to time
as follows:

         (a) In case there shall be made or paid a dividend or made a
distribution in shares of Common Stock on any class of Capital Stock of the
Company, the Conversion Price in effect immediately following the record date
fixed for the determination of shareholders entitled to receive such dividend or
other distribution shall be reduced by multiplying such Conversion Price by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding at the close of business on such date and the denominator shall be
the sum of such number of

                                      -59-

<PAGE>

shares and the total number of shares constituting such dividend or other
distribution on the outstanding shares of such class of Capital Stock. An
adjustment made pursuant to this subsection (a) shall become effective
immediately, except as provided in subsection (i) and (j) below, after such
record date. For the purposes of this subsection (a), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock. The Company
will not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

         (b) In case the Company shall (1) subdivide or reclassify its
outstanding shares of Common Stock into a greater number of shares or (2)
combine or reclassify its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Price in effect immediately following the
effectiveness of such action shall be adjusted by multiplying such Conversion
Price by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding immediately prior to such subdivision, combination or
reclassification and the denominator shall be the number of shares outstanding
immediately after giving effect to such subdivision, combination or
reclassification. An adjustment made pursuant to this subsection (b) shall
become effective immediately, except as provided in subsection (i) and (j)
below, after the effective date of a subdivision, combination or
reclassification.

         (c) In case there shall be an issuance of rights, options or warrants
("Stockholder Rights") to all or substantially all holders of outstanding Common
Stock entitling them to subscribe for or purchase shares of Common Stock at a
price per share less than the then current market price per share of the Common
Stock (as determined pursuant to subsection (g) below) on the record date fixed
for determination of the shareholders entitled to receive such rights, option or
warrants, the Conversion Price in effect immediately following such record date
shall be adjusted to a price, computed to the nearest cent, so that the same
shall equal the price determined by multiplying:

                  (i) such Conversion Price by a fraction, of which

                  (ii) the numerator shall be (A) the number of shares of Common
Stock outstanding on such record date plus (B) the number of shares which the
aggregate offering price of the total number of shares so offered for
subscription or purchase would purchase at such current market price (determined
by multiplying such total number of shares by the exercise price of such rights,
options or warrants and dividing the product so obtained by such current market
price), and of which

                  (iii) the denominator shall be (A) the number of shares of
Common Stock outstanding on such record date plus (B) the number of additional
shares of Common Stock which are so offered for subscription or purchase.

         Such adjustment shall become effective immediately, except as provided
in subsection (i) and (j) below, after the record date for the determination of
holders entitled to receive such rights, options or warrants; provided, however,
that if any such rights, options or warrants issued by the

                                      -60-

<PAGE>

Company as described in this subsection (c) are only exercisable upon the
occurrence of certain triggering events, then the Conversion Price will not be
adjusted as provided in this subsection (c) until the earliest of such
triggering event occurs. Upon the expiration or termination of any rights,
options or warrants without the exercise of such rights, options or warrants,
the Conversion Price then in effect shall be adjusted immediately to the
Conversion Price which would have been in effect at the time of such expiration
or termination had such rights, options or warrants, to the extent outstanding
immediately prior to such expiration or termination, never been issued.

         (d) In case there shall be a distribution to all or substantially all
holders of Common Stock, of any assets, evidences of indebtedness, cash or
securities (other than (w) dividends or distributions exclusively in cash, (x)
any dividend or distribution for which an adjustment is required to be made in
accordance with subsection (a) or (c) above and in mergers and consolidations to
which Section 13.6 applies, (y) any distribution of rights or warrants subject
to subsection (1) below or any distribution in connection with a liquidation,
dissolution or winding up of the Company or (z) Rights (as defined below)) then
in each such case the Conversion Price in effect immediately following the
record date fixed for the determination of the shareholders entitled to such
distribution shall be adjusted so that the same shall equal the price determined
by multiplying such Conversion Price by a fraction of which the numerator shall
be the then current market price per share of the Common Stock (determined as
pro vided in subsection (g) below) on such record date less the then fair market
value (as reasonably determined in good faith by the Board of Directors of the
Company whose determination shall be conclusive and described in a resolution of
the Board of Directors) of the portion of the evidences of indebtedness,
securities, cash or assets so distributed applicable to one share of Common
Stock, and of which the denominator shall be such current market price per share
of the Common Stock (determined as provided in subsection (g) below). Such
adjustment shall become effective immediately, except as provided in subsection
(i) and (j) below, after the record date for the determination of shareholders
entitled to receive such distribution. If the Board of Directors determines the
fair market value of any distribution for purposes of this subsection (d) by
reference to the actual or when issued trading market for any securities
comprising such distribution, it must in doing so consider, among any other
facts or advice it deems relevant, the prices in such market over the same
period used in computing the current market price per share pursuant to
subsection (g) of this Section.

         (e) In case there shall be made any distribution consisting exclusively
of cash (excluding any cash portion of distributions for which an adjustment is
required to be made in accordance with subsection (d) above, or cash distributed
upon a merger or consolidation to which Section 13.6 applies) to all or
substantially all holders of Common Stock in an aggregate amount that, combined
together with (i) all other such all-cash distributions made within the 12
months immediately preceding the record date fixed for determination of the
shareholders entitled to

                                      -61-

<PAGE>

such distribution in respect of which no adjustment pursuant to this subsection
(e) or (f) has been made and (ii) any cash and the fair market value (as
reasonably determined by the Board of Directors whose determination shall be
conclusive and described in a resolution of the Board of Directors), at the time
of payment, of other consideration paid or payable in respect of any tender
offer by the Company or any of its Subsidiaries for Common Stock concluded
within the 12 months immediately preceding the record date fixed for determining
the shareholders entitled to such distribution in respect of which no adjustment
pursuant to this subsection (e) or (f) has been made, exceeds 15.0% of the
Company's market capitalization (defined as being the product of the then
current market price of the Common Stock (determined as provided in subsection
(g) below) times the number of shares of Common Stock then outstanding) on the
record date fixed for the determination of the shareholders entitled to such
distribution, in each such case the Conversion Price immediately following such
record date shall be adjusted so that the same shall equal the price determined
by multiplying such Conversion Price by a fraction of which the numerator shall
be the then current market price per share of the Common Stock (determined as
provided in subsection (g) below) on such record date less the amount of the
cash and/or fair market value (as reasonably determined in good faith by the
Board of Directors of the Company whose determination shall be conclusive and
described in a resolution of the Board of Directors) of other consideration so
distributed applicable to one share of Common Stock, and of which the
denominator shall be such current market price per share of the Common Stock.
Such adjustment shall become effective immediately prior to the opening of
business on the later of (x) the date following the date fixed for the payment
of such distribution and (y) the date 20 days after the notice relating to such
distribution is given., except as provided in subsection (i) and (j) below,
after the record date for the determination of shareholders entitled to receive
such distribution.

         (f) In case the Company or any Subsidiary of the Company shall complete
a tender offer for all or any portion of the Common Stock (any such tender offer
being referred to as an "Offer") that involves an aggregate consideration having
a fair market value (as reasonably determined by the Board of Directors whose
determination shall be conclusive and described in a resolution of the Board of
Directors), at the last time tenders may be made pursuant to such Tender Offer
(as it may be amended or extended) as of the expiration of such Offer (the
"Expiration Time") that, together with (i) any cash and the fair market value
(as reasonably determined by the Board of Directors whose determination shall be
conclusive and described in a resolution of the Board of Directors) of any other
consideration paid (at the time of payment) in respect of any other tender
offer, as of the expiration of such other tender offer, expiring within the 12
months preceding the expiration of such Offer and in respect of which no
Conversion Price adjustment pursuant to this subsection (f) has been made and
(ii) the aggregate amount of any all-cash distributions referred to in
subsection (e) of this Section 13.5 to all holders of Common Stock within the 12
months preceding the expiration of such Offer for which no conversion price
adjustment pursuant to such subsection (e) has been made, exceeds 15.0% of the
product of the then current market price per share (determined as provided in
subsection (g) below) of the Common Stock at the Expiration Time times the
number of shares of Common Stock outstanding (including any tendered shares) at
the Expiration Time, the Conversion Price in effect immediately following such
Expiration Time shall be reduced by multiplying such Conversion Price by a
fraction of which the numerator shall be (i) the product of the then current
market price per share (determined as provided in subsection (g) below) of the
Common Stock at the Expiration Time times the number of shares of Common Stock
outstanding (including any tendered shares) at the Expiration Time minus (ii)
the fair market value (determined as aforesaid) of the aggregate consideration
payable to shareholders based on the acceptance (up to any maximum specified in
the terms of the Offer) of all shares validly tendered and not withdrawn as of
the Expiration Time (the shares deemed so accepted being referred to as the
"Purchased Shares") and the denominator

                                      -62-

<PAGE>

shall be the product of (i) such current market price per share at the
Expiration Time times (ii) such number of outstanding shares at the Expiration
Time less the number of Purchased Shares, such reduction to become effective
immediately prior to the opening of business on the day following the Expiration
Time; provided, that if the number of purchased shares or the aggregate
consideration payable therefor have not been finally determined by such opening
of business, the adjustment required by this subsection (f) shall, pending such
final determination, be made based upon the preliminary results of such tender
offer announced by the Company, and, after such final determination shall have
been made, the adjustment required by this subsection (f) shall be made based
upon the number of purchased shares and the aggregate consideration payable
therefor as so finally determined, effective immediately prior to the opening of
business on the day immediately following the day such final determination shall
have been made. For purposes of this subsection (f), the fair market value of
any consideration with respect to an Offer shall be reasonably determined in
good faith by the Board of Directors of the Company and described in a Board
Resolution.

         (g) For the purpose of any computation under subsections (c), (d) and
(e) and (f) above of this Section, the current market price per share of Common
Stock on the date fixed for determination of the stockholders entitled to
receive the issuance or distribution requiring such computation (the
"Determination Date") shall be deemed to be the average of the Closing Prices
for the five consecutive Trading Days selected by the Company commencing not
more than 20 Trading Days before, and ending not later than the Determination
Date, provided, however, that (i) if the "ex" date for any event (other than the
issuance or distribution requiring such computation) that requires an adjustment
to the conversion price pursuant to subsections (a), (b), (c), (d), (e) or (f)
above occurs on or after the 20th Trading Day prior to the Determination Date
and prior to the "ex" date for the issuance or distribution requiring such
computation, the Closing Price for each Trading Day prior to the "ex" date for
such other event shall be adjusted by multiplying such Closing Price by the same
fraction by which the conversion price is so required to be adjusted as a result
of such other event, (ii) if the "ex" date for any event (other than the
issuance or distribution requiring such computation) that requires an adjustment
to the conversion price pursuant to subsections (a), (b), (c), (d), (e) or (f)
above occurs on or after the "ex" date for the issuance or distribution
requiring such computation and on or prior to the Determination Date, the
Closing Price for each Trading Day on and after the "ex" date for such other
event shall be adjusted by multiplying such Closing Price by the reciprocal of
the fraction by which the conversion price is so required to be adjusted as a
result of such other event, and (iii) if the "ex" date for the issuance or
distribution requiring such computation is on or prior to the Determination
Date, after taking into account any adjustment required pursuant to clause (ii)
of this proviso, the Closing Price for each Trading Day on and after the "ex"
date shall be adjusted by adding thereto the amount of any cash and the fair
market value (as determined by the Board Directors in a manner consistent with
any determination of such value for the purposes of subsection (d) or (e) of
this Section, whose determination shall be conclusive and described in a
Resolution of the Board of Directors) of the evidences of indebtedness, shares
of capital stock or other securities or assets being distributed (in the
distribution requiring such computation) applicable to one share of Common Stock
as of the close of business on the day before such "ex" date. For the purpose of
any computation under subsection (f) of this Section, the current market

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<PAGE>

price per share of Common Stock at the Expiration Time for the tender offer
requiring such computation shall be deemed to be the average of the Closing
Prices for the 5 consecutive Trading Days selected by the Company commencing on
or after the latest (the "Commencement Date") of (i) the date 20 Trading Days
before the Expiration Time, (ii) the date of commencement of such tender offer
and (iii) the date of the last amendment, if any, of such tender offer involving
a change in the maximum number of shares for which tenders are sought or a
change in the consideration offered, and ending not later than the Expiration
Time of such tender offer; provided, however, that if the "ex" date for any
event (other than the tender offer requiring such computation) that request an
adjustment to the conversion price pursuant to subsection (a), (b), (c), (d),
(e) or (f) above occurs on or after the Commencement Date and prior to the
Expiration Time for the tender offer requiring such computation, the Closing
Price for each Trading Day prior to the "ex" date for such other event shall be
adjusted by multiplying such Closing Price by the same fraction by which the
conversion price is so required to be adjusted as a result of such other event.
For purposes of this subsection, the term "ex" date, (i) when used with respect
to any issuance or distribution, means the first date on which the Common Stock
trades regular way on the relevant exchange or in the relevant market from which
the Closing Price was obtained without the right to receive such issuance or
distribution, (ii) when used with respect to any subdivision or combination of
shares of Common Stock, means the first date on which the Common Stock trades
regular way on such exchange or in such market after the time at which such
subdivision or combination becomes effective, and (iii) when used with respect
to any tender offer means the first date on which the Common Stock trades
regular way on such exchange or in such market after the Expiration Time of such
tender offer (as it may be amended or extended). Notwithstanding the foregoing,
if the fraction by which the conversion price is required to be adjusted as a
result of any event (other than the issuance, distribution or tender offer, as
the case may be, requiring such computation) cannot be determined for any
Trading Day during the period of 20 Trading Days contemplated by the first
sentence of this subsection and clause (i) of the second sentence of this
subsection, then the 5 consecutive Trading Days selected by the Company shall,
in the case of the first sentence of this subsection and clause (i) of the
second sentence of this subsection, commence not more than 25 Trading Days
before such Determination Date or Expiration Time, as the case may be, instead
of 20 Trading Days before such Determination Date or Expiration Time, as the
case may be, as provided above.

         (h) In addition to the foregoing adjustments in subsections (a), (b),
(c), (d), (e) and (f) above, the Company, from time to time and to the extent
permitted by law, may reduce the Conversion Price by any amount for at least 20
Business Days, if the Board of Directors has made a determination, which
determination shall be conclusive, that such reduction would be in the best
interests of the Company. The Company shall give notice to the Trustee and cause
notice of such reduction to be mailed to each Holder of Securities at such
Holder's address as the same appears on the registry books of the Registrar, at
least 15 days prior to the date on which such reduction commences. The Company
may, at its option, also make such reductions in the Conversion Price in
addition to those set forth above, as the Board of Directors deems advisable to
avoid or diminish any income tax to holders of shares of Common Stock resulting
from any dividend or distribution of stock (or rights to acquire stock) or from
any event treated as such for United States federal income tax purposes.

                                      -64-

<PAGE>

         (i) In any case in which this Section 13.5 shall require that an
adjustment be made immediately following a record date, the Company may elect to
defer the effectiveness of such adjustment (but in no event until a date later
than the effective time of the event giving rise to such adjustment), in which
case the Company shall, with respect to any Security converted after such record
date and on and before such adjustment shall have become effective (i) defer
paying any Cash payment pursuant to Section 13.3 hereof or issuing to the Holder
of such Security the number of shares of Common Stock and other capital stock of
the Company (or other assets or securities) issuable upon such conversion in
excess of the number of shares of Common Stock and other Capital Stock of the
Company issuable thereupon only on the basis of the Conversion Price prior to
adjustment, and (ii) not later than five Business Days after such adjustment
shall have become effective, pay to such Holder the appropriate Cash payment
pursuant to Section 13.3 hereof and issue to such Holder the additional shares
of Common Stock and other Capital Stock of the Company issuable on such
conversion. Notwithstanding the foregoing, no adjustment of the Conversion price
shall be made if the event giving rise to such adjustment does not occur.

         (j) No adjustment in the Conversion Price shall be required unless
such adjustment would require an increase or decrease of at least 1.0% of the
Conversion Price; provided that any adjustments which by reason of this
subsection (j) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this
Article XIII shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be. In no event shall the
Conversion Price be less than or equal to zero or less than the par value of
a share of the Company's Common Stock, in which event the Conversion Price
shall be reduced to such par value, and if the Company's Common Stock is
without par value, the Conversion Price in such event would be reduced to
$.01 per share.

         (k) Whenever the Conversion Price is adjusted as herein provided, the
Company shall promptly (i) file with the Trustee and each conversion agent an
Officers' Certificate setting forth the Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
showing in reasonable detail the facts upon which such adjustment is based,
which certificate shall be conclusive evidence of the correctness of such
adjustment, and (ii) mail or cause to be mailed a notice of such adjustment to
each Holder of Securities at such Holder's address as the same appears on the
registry books of the Registrar. Unless and until a Trust Officer has received
an Officers' Certificate setting forth an adjustment of the Conversion Price,
the Trustee may assume that no such adjustment has been made and that the last
Conversion Price for which the Trustee has received an Officers' Certificate is
the current Conversion Price. Neither the Trustee nor any Conversion Agent shall
be under any duty or responsibility with respect to any such Officers'
Certificate or the information and calculation contained therein, except to
exhibit the same to any Holder deserving inspection thereof, at its office
during normal business hours.

         (l) In the event that the Company distributes rights, warrants or
options (other than those referred to in subsection (c) above and other than
Stockholder Rights ("Rights") to all holders of Common Stock) pro rata to
holders of Common Stock, so long as any such rights, warrants or options have
not expired or been redeemed by the Company, instead of making an adjustment in
the Conversion Price, the Company may make proper provision so that the Holder

                                      -65-

<PAGE>

of any Security surrendered for conversion will be entitled to receive upon such
conversion, in addition to the shares of Common Stock issuable upon such
conversion (the "Conversion Shares"), a number of rights, warrants or options to
be determined as follows: (i) if such conversion occurs on or prior to the date
for the distribution to the holders of rights, warrants or options of separate
certificates evidencing such rights, warrants or options (the "Distribution
Date"), the same number of rights, warrants or options to which a holder of a
number of shares of Common Stock equal to the number of Conversion Shares is
entitled at the time of such conversion in accordance with the terms and
provisions of and applicable to the rights, warrants or options, and (ii) if
such conversion occurs after such Distribution Date, the same number of rights,
warrants or options to which a holder of the number of shares of Common Stock
into which the principal amount of such Security so converted was convertible
immediately prior to such Distribution Date would have been entitled on such
Distribution Date in accordance with the terms and provisions of and applicable
to the rights, warrants or options.

         (m) For purposes of this Section, a tender offer shall not include
privately negotiated or open market purchases of Common Stock unless such
purchases are subject to Regulation 14D or Regulation 14E promulgated under the
Exchange Act, or any successor provisions thereto.

SECTION XIII.6. CONTINUATION OF CONVERSION PRIVILEGE IN CASE OF
RECLASSIFICATION, CHANGE, MERGER, CONSOLIDATION OR SALE OF ASSETS.

         If there shall occur: (a) any reclassification or change of outstanding
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), (b) any
consolidation or merger of the Company with or into any other Person, or the
consolidation or merger of any other Person with or into the Company (other than
a merger which does not result in any reclassification, change, conversion,
exchange or cancellation of outstanding shares of Common Stock) or (c) any sale,
transfer or conveyance of all or substantially all of the assets of the Company
(computed on a consolidated basis), then the Company, or such successor or
purchasing entity, as the case may be, shall, as a condition precedent to such
reclassification, change, 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
only into the kind and amount of shares of stock and other securities and
property (including cash) receivable upon such reclassification, change,
consolidation, merger, sale, transfer or conveyance by a holder of the number of
shares of Common Stock issuable upon conversion of such Security immediately
prior to such reclassification, change, consolidation, merger, sale, transfer or
conveyance assuming such holder of Common Stock of the Company failed to
exercise his rights of an election, if any, as to the kind or amount of
securities, cash and other property receivable upon such reclassification,
change, consolidation, merger, sale, transfer or conveyance (provided that if
the kind or amount of securities, cash, and other property receivable upon such
reclassification, change, consolidation, merger, sale, transfer or conveyance is
not the same for each share of Common Stock of the Company held immediately
prior to such reclassification, change, consolidation, merger, sale, transfer or
conveyance in respect of which such rights of election shall not have been
exercised ("non-electing share"), then for the purpose of this Section 13.6 the
kind and amount of

                                      -66-

<PAGE>

securities, cash and other property receivable upon such reclassification,
change, consolidation, merger, sale, transfer or conveyance by each non-electing
share shall be deemed to be the kind and amount so receivable per share by a
plurality of the non-electing shares). Such supplemental indenture shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article XIII. If, in the case of any such
consolidation, merger, sale or conveyance, the stock or other securities and
property (including cash) receivable thereupon by a holder of shares of Common
Stock includes shares of stock or other securities and property (including cash)
of a corporation other than the successor or purchasing corporation, as the case
may be, in such consolidation, merger, sale or conveyance, then such
supplemental indenture shall also be executed by such other corporation and
shall contain such additional provisions to protect the interests of the Holders
of the Securities as the Board of Directors of the Company shall reasonably
consider necessary by reason of the foregoing. The provisions of this Section
13.6 shall similarly apply to successive consolidations, mergers, sales or
conveyances.

         Notice of the execution of each such supplemental indenture shall be
mailed to each Holder of Securities at such Holder's address as the same appears
on the registry books of the Registrar.

         Neither the Trustee nor any conversion agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or securities or property (including cash) receivable by Holders of
Securities upon the conversion of their Securities after any such
reclassification, change, consolidation, merger, sale or conveyance or to any
adjustment to be made with respect thereto, but, subject to the provisions of
Article VIII hereof, may accept as conclusive evidence of the correctness of any
such provisions, and shall be protected in relying upon, the Officers'
Certificate (which the Company shall be obligated to file with the Trustee prior
to the execution of any such supplemental indenture) with respect thereto.

SECTION XIII.7. NOTICE OF CERTAIN EVENTS.

         In case:

         (a) the Company shall declare a dividend (or any other distribution)
payable to the holders of Common Stock (other than cash dividends);

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

         (c) the Company shall authorize any reclassification or change of the
Common Stock (including a subdivision or combination of its outstanding shares
of Common Stock), or any consolidation or merger to which the Company is a party
and for which approval of any shareholders of the Company is required, or the
sale or conveyance of all or substantially all the property or business of the
Company;

                                      -67-

<PAGE>

         (d) there shall be proposed any voluntary or involuntary dissolution,
liquidation or winding-up of the Company; or

         (e) the Company or any of its Subsidiaries shall complete an Offer, as
defined in Section 13.5;

then, the Company shall cause to be filed at the office or agency maintained for
the purpose of conversion of the Securities as provided in Section 13.2 hereof,
and shall cause to be mailed to each Holder of Securities, at such Holder's
address as it shall appear on the registry books of the Registrar, at least
10 days before the date hereinafter specified (or the earlier of the dates
hereinafter specified, in the event that more than one date is specified), a
notice stating the date on which (1) a record is expected to be taken for the
purpose of such dividend, distribution, rights, warrants or options or Offer, or
if a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distribution, rights, warrants or
options or to participate in such Offer are to be determined, or (2) such
reclassification, change, consolidation, merger, sale, conveyance, dissolution,
liquidation or winding-up is expected to become effective and the date, if any
is to be fixed, as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their shares of Common Stock for securities
or other property deliverable upon such reclassification, change, consolidation,
merger, sale, conveyance, dissolution, liquidation or winding-up.

SECTION XIII.8. TAXES ON CONVERSION.

         The Company will pay any and all documentary, stamp or similar taxes
payable to the United States of America or any political subdivision or taxing
authority thereof or therein in respect of the issue or delivery of shares of
Common Stock on conversion of Securities pursuant thereto; provided, however,
that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issue or delivery of shares of Common
Stock in a name other than that of the Holder of the Securities to be converted
and no such issue or delivery shall be made unless and until the person
requesting such issue or delivery has paid to the Company the amount of any such
tax or has established, to the satisfaction of the Company, that such tax has
been paid. The Company extends no protection with respect to any other taxes
imposed in connection with conversion of Securities.

SECTION XIII.9. COMPANY TO PROVIDE STOCK.

         The Company shall reserve, free from preemptive rights, out of its
authorized but unissued shares, sufficient shares to provide for the conversion
of the Securities from time to time as such Securities are presented for
conversion, provided that nothing contained in this Section 13.9 shall be
construed to preclude the Company from satisfying its obligations in respect of
the conversion of Securities by delivery of repurchased shares of Common Stock
which are held in the treasury of the Company.

         If any shares of Common Stock to be reserved for the purpose of
conversion of Securities hereunder require registration with or approval of any
governmental authority under any Federal

                                      -68-

<PAGE>

or state law before such shares may be validly issued or delivered upon
conversion, then the Company covenants that it will in good faith and as
expeditiously as possible use its reasonable efforts to secure such
registration or approval, as the case may be, provided, however, that nothing
in this Section 13.9 shall be deemed to limit in any way the obligations of
the Company provided in this Article XIII.

         Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the Common Stock, the
Company will take all corporate action which may, in the Opinion of Counsel, be
necessary in order that the Company may validly and legally issue fully paid and
non-assessable shares of Common Stock at such adjusted Conversion Price. The
Company covenants that all shares of Common Stock which may be issued upon
conversion of Securities will upon issue be fully paid and non-assessable by the
Company and free of preemptive rights.

SECTION XIII.10. DISCLAIMER OF RESPONSIBILITY FOR CERTAIN MATTERS.

         Neither the Trustee nor any agent of the Trustee shall at any time be
under any duty or responsibility to any Holder of Securities to determine
whether any facts exist which may require any adjustment of the Conversion
Price, or with respect to the Officers' Certificate referred to in Section 13.5
hereof, or with respect to the nature or extent of any such adjustment when
made, or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. Neither the Trustee nor
any agent of the Trustee shall be accountable with respect to the validity or
value (or the kind or amount) of any shares of Common Stock, or of any
securities or property (including cash), which may at any time be issued or
delivered upon the conversion of any Security; and neither the Trustee nor any
conversion agent makes any representation with respect thereto. Neither the
Trustee nor any agent of the Trustee shall be responsible for any failure of the
Company to issue, register the transfer of or deliver any shares of Common Stock
or stock certificates or other securities or property (including cash) upon the
surrender of any Security for the purpose of conversion or, subject to
Article VIII hereof, to comply with any of the covenants of the Company
contained in this Article XIII.

SECTION XIII.11. RETURN OF FUNDS DEPOSITED FOR REDEMPTION OF CONVERTED
SECURITIES.

         Any funds which at any time shall have been deposited by the Company or
on its behalf with the Trustee or any other Paying Agent for the purpose of
paying the principal of and interest on any of the Securities and which shall
not be required for such purposes because of the conversion of such Securities,
as provided in this Article XIII, shall promptly after such conversion be repaid
to the Company by the Trustee or such other Paying Agent in accordance with the
Company's written instructions.

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                                  ARTICLE XIV.
                                  MISCELLANEOUS

SECTION XIV.1. TIA CONTROLS.

         If any provision of this Indenture limits, qualifies, or conflicts with
the duties imposed by operation of the TIA, the imposed duties, whether or not
this Indenture has been qualified under the TIA, shall control. If any provision
of this Indenture modifies or excludes any provision of the TIA that may be so
modified or excluded, then the applicable TIA provision shall be deemed to apply
to this Indenture as so modified, or shall be excluded, as the case may be.

SECTION XIV.2. NOTICES.

         Any notices or other communications to the Company or the Trustee
required or permitted hereunder shall be in writing, and shall be sufficiently
given if made by hand delivery, by recognized overnight courier, by telecopier
or registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:

         if to the Company:

         General Semiconductor, Inc.
         10 Melville Park Road
         Melville, New York 11747
         Attention: General Counsel
         Telephone (631) 847-3000
         Telecopy (631) 847-3209

         if to the Trustee:

         The Bank of New York
         101 Barclay Street, 21W
         New York, New York 10286
         Attention: Corporate Trust Trustee Administration
         Telephone:  (212) 815-5783
         Telecopy: (212) 815-5915

         Any party by notice to each other party may designate additional or
different addresses as shall be furnished in writing by such party. Any notice
or communication to any party shall be deemed to have been given or made as of
the date so delivered, if personally delivered; when receipt is acknowledged, if
telecopied; the next Business Day after delivery to an overnight courier; and
five Business Days after mailing if sent by registered or certified mail,
postage prepaid (except that a notice of change of address shall not be deemed
to have been given until actually received by the addressee).

                                      -70-

<PAGE>

         Any notice or communication mailed to a Securityholder shall be mailed
to him by first class mail or other equivalent means at his address as it
appears on the registration books of the Registrar and shall be sufficiently
given to him if so mailed within the time prescribed.

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is given in the manner provided above, it is duly
given, whether or not the addressee receives it except for notices and
communications to the Trustee which shall be effective only upon actual receipt
thereof.

SECTION XIV.3. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

         Holders may communicate pursuant to TIA SECTION 312(b) with other
Holders 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 XIV.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action (other than the original issuance of the Securities pursuant to this
Indenture) under this Indenture, the Company shall furnish to the Trustee:

                  (1) an Officers' Certificate (in form and substance reasonably
satisfactory to the Trustee) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied or complied with; and

                  (2) upon the Trustee's request, an Opinion of Counsel (in form
and substance reasonably satisfactory to the Trustee) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been
satisfied or complied with.

SECTION XIV.5. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

         Each Officers' Certificate or Opinion of Counsel with respect to
compliance with or satisfaction of with a condition or covenant provided for in
this Indenture shall include:

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

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

                  (3) a statement that, in the opinion of such Person, he 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 satisfied or complied with; and

                                      -71-

<PAGE>

                  (4) a statement as to whether or not, in the opinion of each
such Person, such condition or covenant has been satisfied or complied with;
provided, however, that with respect to matters of fact an Opinion of Counsel
may rely on an Officers' Certificate or certificates of public officials. Any
certificate or opinion of an Officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such Officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous, and
provided that any such certificate or opinion names the Trustee as an addressee
and is furnished to the Trustee at the time of delivery of such certificate or
opinion. Any such certificate or Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations
by, an officer or officers of the Company stating the information with respect
to such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.
Opinions of Counsel required to be delivered to the Trustee may have
qualifications customary for opinions of the type required and counsel
delivering such Opinions of Counsel may rely on certificates of the Company or
government or other officials customary for opinions of the type required,
including certificates certifying as to matters of fact, including that various
financial covenants have been complied with.

SECTION XIV.6. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

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

SECTION XIV.7. LEGAL HOLIDAYS.

         A "Legal Holiday" is a Saturday, a Sunday or any day that is not a
Business Day. If a payment date is a Legal Holiday at such place, payment may be
made at such place on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period.

SECTION XIV.8. GOVERNING LAW.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK. THE COMPANY HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND THE SECURITIES,
AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER

                                      -72-

<PAGE>

APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT
OF THE TRUSTEE OR ANY SECURITYHOLDER TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
THE COMPANY IN ANY OTHER JURISDICTION.

SECTION XIV.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 any of its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

SECTION XIV.10. NO RECOURSE AGAINST OTHERS.

         No direct or indirect partner, employee, shareholder, director or
officer, as such, past, present or future of the Company or any successor
corporation, shall have any personal liability in respect of the obligations of
the Company under the Securities or this Indenture (or for any claim based on,
or in respect of, or by reason of, such obligations or their creation) by reason
of his, her or its status as such partner, shareholder, employee, director or
officer. Each Securityholder by accepting a Security waives and releases all
such liability. Such waiver and release are part of the consideration for the
issuance of the Securities.

SECTION XIV.11. SUCCESSORS.

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

SECTION XIV.12. DUPLICATE ORIGINALS.

         All parties may sign any number of copies or counterparts of this
Indenture. Each signed copy or counterpart shall be an original, but all of them
together shall represent the same agreement.

SECTION XIV.13. SEVERABILITY.

         In case any one or more of the provisions in this Indenture or in the
Securities shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.

                                      -73-

<PAGE>

SECTION XIV.14. TABLE OF CONTENTS, HEADINGS, ETC.

         The Table of Contents, Cross-Reference Table and headings of the
Articles and the 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.

SECTION XIV.15. QUALIFICATION OF INDENTURE.

         The Company shall qualify this Indenture under the TIA in accordance
with the terms and conditions of the Registration Rights Agreement and shall pay
all costs, fees and expenses (including attorneys' fees and expenses for the
Company and the Trustee) incurred in connection therewith, including, but not
limited to, costs, fees and expenses of qualification of the Indenture and the
Securities and printing this Indenture and the Securities. The Trustee shall be
entitled to receive from the Company any such Officers' Certificates, Opinions
of Counsel or other documentation as it may reasonably request in connection
with any such qualification of this Indenture under the TIA.

SECTION XIV.16. BENEFITS OF INDENTURE.

         Nothing in this Indenture or the Securities, express or implied, shall
give to any Person other than the parties hereto, the holders of Senior
Indebtedness (subject to Article XII), the persons contemplated by Section 7.7
and the Holders, any benefits or any legal or equitable right, remedy or claim
under this Indenture or the Securities.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the date first written above.

                                         GENERAL SEMICONDUCTOR, INC.,

                                         a Delaware corporation

                                         By: /s/ Andrew M. Caggia
                                             --------------------------------
                                               Name:  Andrew M. Caggia
                                               Title: Senior Vice President and
                                                      Chief Financial Officer

                                         The Bank of New York,
                                         as Trustee

                                         By: /s/ Mary LaGumina
                                             ---------------------------------
                                               Name:  Mary LaGumina
                                               Title: Assistant Vice President

                                      -74-

<PAGE>

                                    EXHIBIT A

                               [FORM OF SECURITY]

                           GENERAL SEMICONDUCTOR, INC.

                  5.75% CONVERTIBLE SUBORDINATED NOTES DUE 2006

No.                                                      CUSIP No.  370787AA1

                                                                    $150,000,000

         GENERAL SEMICONDUCTOR, INC., a Delaware corporation (hereinafter called
the "Company," which term includes any successors under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of One Hundred and Fifty Million
Dollars, on December 15, 2006.

         Interest Payment Dates: June 15 and December 15; commencing June 15,
2000.

         Record Dates:  June 1 and December 1.

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

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                      -1-

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                         GENERAL SEMICONDUCTOR, INC.,

                                         a Delaware corporation

                                         By: _________________________________
                                               Name:
                                               Title:

                                         By: _________________________________
                                               Name:
                                               Title:

Certificate of Authentication:

This is one of the Notes described in the within-mentioned Indenture.

Dated: December 14, 1999

                           The Bank of New York, as Trustee

                           By:__________________________________
                                    Authorized Signatory

                                      -2-

<PAGE>

                           GENERAL SEMICONDUCTOR, INC.

                  5.75% Convertible Subordinated Notes due 2006

         Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by The
Depository Trust Company, a New York corporation ("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. Unless this
certificate is presented by an authorized representative of the Depository to
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 Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.(2)

         THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN
THE NEXT SENTENCE HEREOF. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE HOLDER (1) REPRESENTS THAT EITHER (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A
"QIB"), OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "IAI"),
(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
SECURITIES ACT, (C) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
THE SECURITIES ACT, (D) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE TRANSFER OF THIS NOTE (A FORM OF WHICH CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT
SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (E) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF

--------
(2) This paragraph should only be added if the Note is issued in global form.

                                      -3-

<PAGE>

COUNSEL ACCEPTABLE TO THE COMPANY) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST
HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE
INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.(3)

         1. INTEREST.

         General Semiconductor, Inc., a Delaware corporation (hereinafter called
the "Company," which term includes any successors under the Indenture
hereinafter referred to), promises to pay interest on the principal amount of
this Note at the rate of 5.75% per annum. To the extent it is lawful, the
Company promises to pay interest on any interest payment due but unpaid on such
principal amount at a rate of 5.75% per annum compounded semi-annually.

         The Company will pay interest semi-annually in cash in arrears on
June 15 and December 15 of each year (each, an "Interest Payment Date"),
commencing June 15, 2000. Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid
on the Notes, from December 9, 1999. Interest will be computed on the basis
of a 360-day year consisting of twelve 30-day months.

         2. METHOD OF PAYMENT.

         The Company shall pay interest on the Notes (except defaulted interest)
to the Persons who are the registered Holders at the close of business on the
Record Date immediately preceding the Interest Payment Date. Any such interest
not so punctually paid, and defaulted interest relating thereto, may be paid to
the Persons who are registered Holders at the close of business on a Special
Record Date for the payment of such defaulted interest, as more fully provided
in the Indenture referred to below. Holders must surrender Notes to a Paying
Agent to collect principal payments. Except as provided below, the Company shall
pay principal and interest in such coin or currency of the United States of
America as at the time of payment shall be legal tender for payment of public
and private debts ("U.S. Legal Tender"). The Notes will be payable as to
principal, premium, interest and Liquidated Damages at the office or agency of
the Company maintained for such purpose within or without New York, New York, or
at the option of the Company, payment of principal, premium, interest and
Liquidated Damages may be made by check mailed to the Holders at their addresses
set forth in the registry of Holders, and provided that, upon the request of The
Depository Trust Company, a New York corporation (the "Depositary"), payment by
wire transfer to an account within the United States of immediately available
funds will be required with respect to principal of, premium and interest on and
Liquidated Damages with respect to Global Notes and all other Notes held of
record by the

--------
(3) This paragraph should be included only for Transfer Restricted Securities.

                                      -4-
<PAGE>

Depositary, or its nominee, if the Depositary shall have provided wire transfer
instructions to the Company or the Paying Agent.

         3. PAYING AGENT AND REGISTRAR.

         Initially, The Bank of New York (the "Trustee") will act as Paying
Agent and Registrar. The Company may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Paying Agent, Registrar
or co-Registrar.

         4. INDENTURE.

         The Company issued the Notes under an Indenture, dated as of
December 14, 1999 (as amended or supplemented from time to time the
"Indenture"), between the Company and the Trustee. Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. The
terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act, as in effect on the
date of the Indenture. The Notes are subject to all such terms, and Holders
of Notes are referred to the Indenture and said Act for a statement of them.
The Notes are general unsecured obligations of the Company limited in
aggregate principal amount to $172,500,000.

         5. REDEMPTION.

         The Notes may be redeemed in whole or from time to time in part at any
time on and after December 15, 2002, at the option of the Company, at the
Redemption Price (expressed as a percentage of principal amount) set forth below
with respect to the indicated Redemption Date, in each case, plus any accrued
but unpaid interest and Liquidated Damages to, but excluding the Redemption
Date. The Notes may not be so redeemed prior to December 15, 2002.

<TABLE>
<CAPTION>

                                   If redeemed during
                                  the 12-month period
                                beginning on December 15        Redemption Price
                                ------------------------        ----------------
<S>                                                             <C>
           2002...............................................  103.286%
           2003...............................................  102.464%
           2004...............................................  101.643%
           2005 and thereafter................................  100.821%

</TABLE>

Any such redemption will comply with Article III of the Indenture.

         6. NOTICE OF REDEMPTION.

         Notice of redemption will be sent by first class mail, at least 30 days
and not more than 60 days prior to the Redemption Date to the Holder of each
Note to be redeemed at such Holder's last address as then shown upon the
registry books of the Registrar. Notes may be redeemed in part in integral
multiples of $1,000 only.

                                      -5-

<PAGE>

         Except as set forth in the Indenture, from and after any Redemption
Date, if monies for the redemption of the Notes called for redemption shall have
been deposited with the Paying Agent on such Redemption Date and payment of the
Notes called for redemption is not prohibited under Article XII of the
Indenture, the Notes called for redemption will cease to bear interest and the
only right of the Holders of such Notes will be to receive payment of the
Redemption Price, plus any accrued and unpaid interest and Liquidated Damages,
if any, to the Redemption Date.

         7. DENOMINATIONS; TRANSFER; EXCHANGE.

         The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder may register the transfer of
or exchange Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes
selected for redemption.

         8. PERSONS DEEMED OWNERS.

         The registered Holder of a Note may be treated as the owner of it for
all purposes, subject to the provisions of the Indenture and the Notes with
respect to record dates.

         9. UNCLAIMED MONEY.

         If money for the payment of principal, interest or Liquidated Damages
remains unclaimed for one year, the Trustee and the Paying Agent(s) will pay the
money back to the Company at its written request. After that, all liability of
the Trustee and such Paying Agent(s) with respect to such money shall cease.

         10. AMENDMENT; SUPPLEMENT; WAIVER.

         Subject to specified exceptions, the Indenture or the Notes may be
amended or supplemented, and any existing Default or Event of Default or
compliance with any provision may be waived, with the written consent of the
Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without notice to or consent of any Holder, the parties thereto may
amend or supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency, or make any other change that does not
materially adversely affect the rights of any Holder of a Note.

         11. CONVERSION RIGHTS.

         Subject to the provisions of the Indenture, the Holders have the right
to convert the principal amount of the Notes into fully paid and nonassessable
shares of Common Stock of the Company at an office or agency maintained for such
purpose as provided in the Indenture at the initial conversion price per share
of Common Stock of $15.55 (which reflects a conversion rate of approximately
64.3087 shares of Common Stock per $1,000 in principal amount of Notes), or at
the adjusted conversion price then in effect, if adjustment has been made as
provided in the

                                      -6-

<PAGE>

Indenture, upon surrender of the Note to the Company, together with a fully
executed notice in substantially the form attached hereto and, if required by
the Indenture, an amount equal to accrued interest payable on such Note.

         12. RANKING.

         Payment of principal, premium, if any, interest on and Liquidated
Damages and other amounts with respect to the Notes is subordinated, in the
manner and to the extent set forth in the Indenture, to the prior payment in
full of all Senior Indebtedness.

         13. REPURCHASE AT OPTION OF HOLDER UPON A CHANGE OF CONTROL.

         If there is a Change of Control, the Company shall, subject to certain
exceptions, be required, subject to the provisions of the Indenture, to offer to
purchase on the Repurchase Date all outstanding Notes at a purchase price equal
to 100% of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, to, but excluding, the Repurchase Date. Holders of
Notes will receive a Repurchase Offer from the Company prior to any related
Repurchase Date and may elect to have such Notes purchased by completing the
form entitled "Option of Holder to Elect Purchase" appearing below.

         14. SUCCESSORS.

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

         15. DEFAULTS AND REMEDIES.

         If an Event of Default occurs and is continuing (other than an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization),
then in every such case, unless the principal of all of the Notes shall have
already become due and payable, either the Trustee or the Holders of 25% in
aggregate principal amount of Notes then outstanding may declare all the Notes
to be due and payable immediately in the manner and with the effect provided in
the Indenture. Holders of Notes may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Notes then outstanding may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of Notes notice of any continuing
Default or Event of Default (except a Default in payment of principal, interest
or Liquidated Damages), if it determines that withholding notice is in their
interest.

         16. TRUSTEE DEALINGS WITH COMPANY.

         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 its Affiliates, and may otherwise deal with the Company or its
Affiliates as if it were not the Trustee.

                                      -7-

<PAGE>

         17. NO RECOURSE AGAINST OTHERS.

         No direct or indirect partner, shareholder, director, officer or
employee, as such, past, present or future, of the Company or any successor
corporation shall have any personal liability in respect of the obligations of
the Company under the Notes or the Indenture, or for any claim based on, in
respect of, or by reason of, such obligations or their creation, by reason of
his, her or its status as such partner, shareholder, director, officer or
employee. Each Holder of a Note by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         18. AUTHENTICATION.

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

         19. ABBREVIATIONS AND DEFINED TERMS.

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

         20. GOVERNING LAW.

         THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND
PERFORMED WITHIN THE STATE OF NEW YORK. THE COMPANY HEREBY IRREVOCABLY SUBMITS
TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THE SECURITIES, AND IRREVOCABLY ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF
THE AFORESAID COURTS. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT
MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY SECURITYHOLDER TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

                                      -8-

<PAGE>

         21. CUSIP NUMBERS.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

         22. ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED NOTES.

         In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Notes shall have all the rights set forth in the
Registration Rights Agreement.

         23. COPIES OF AGREEMENTS.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement. Request
may be made to:

                  General Semiconductor, Inc.
                  10 Melville Park Road
                  Melville, New York 11747
                  Attention: Secretary

                                      -9-

<PAGE>

                               FORM OF ASSIGNMENT

I or we assign this Note to:

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
             (Print or type name, address and zip code of assignee)

        Please insert Social Note or other identifying number of assignee

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


Dated:_________________________     Signed:_____________________________________
                                          (Sign exactly as your name appears
                                          on the other side of this Note)

                                    Signature Guaranty:_________________________

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guaranty program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      -10-

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Article XI of the Indenture, check the box: |_|

         If you want to elect to have only part of this Note purchased by the
Company pursuant to Article XI of the Indenture, state the amount you want to be
purchased: $___________________



Dated:_________________________           Signed:______________________________
                                          (Sign exactly as your name appears
                                          on the other side of this Note)

                                          Signature Guaranty:___________________

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guaranty program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      -11-

<PAGE>

                    SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES(4)

         The following exchanges of a part of this Global Note for Definitive
Notes have been made:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
Date of       Amount of decrease    Amount of increase                                 Signature of
Exchange      in Principal Amount   in Principal Amount    Principal Amount of         authorized Signatory
              of this Global Note   of this Global Note    this Global Note            of Trustee or Note
                                                           following such decrease     Custodian
                                                           (or increase)
---------------------------------------------------------------------------------------------------------------
<S>           <C>                   <C>                    <C>                         <C>
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------

</TABLE>

--------
(4) This Schedule should only be added if the Note is issued in global form.

                                      -12-

<PAGE>

                                    EXHIBIT B

                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                     OR REGISTRATION OF TRANSFER OF NOTES(5)

Re: 5.75% CONVERTIBLE SUBORDINATED NOTES DUE 2009
    OF GENERAL SEMICONDUCTOR, INC.

         This Certificate relates to $__________ principal amount of Notes held
in __________ book-entry or ____________ definitive form by
____________________________ (the "Transferor").

         1. The Transferor (check applicable box):

         /_/ (a) has requested the Trustee by written order to deliver in
exchange for its beneficial interest in the Global Note held by the Depositary a
Note or Notes in definitive, registered form of authorized denominations and an
aggregate principal amount equal to its beneficial interest in such Global Note
(or the portion thereof indicated above); or

         /_/ (b) has requested the Trustee by written order to exchange or
register the transfer of a Note or Notes.

         2. In connection with any such request and in respect of each such
Note, the Transferor does hereby certify that Transferor is familiar with the
Indenture relating to the above-captioned Notes and as provided in Section 2.6
of such Indenture, the transfer of this Note does not require registration under
the Securities Act because (check applicable box):

         /_/ (a) Such Note is being acquired for the Transferor's own
account, without transfer (in satisfaction of Section 2.6(a)(ii)(A) or
Section 2.6(d)(i)(A) of the Indenture).

         /_/ (b) Such Note is being transferred to a person who the
Transferor reasonably believes is a "qualified institutional buyer" (as defined
in Rule 144A under the Securities Act) purchasing for its own account or for the
account of a qualified institutional buyer over which it exercises sole
investment discretion that is aware that the transfer is being made in reliance
on Rule 144A (in satisfaction of Section 2.6(a)(ii)(B), Section 2.6(b)(i)(x) or
Section 2.6(d)(i)(B) of the Indenture). /4/ This Certificate shall be included
only for the Transfer Restricted Notes.

         /_/ (c) Such Note is being transferred to an institutional investor
that is an "accredited investor" within the meaning of Rule 501(a)(1),(2),(3)
or (7) under the Securities Act which delivers a certificate in the form
of Exhibit B to the Indenture to the Trustee (in satisfaction of
Section 2.6(a)(ii)(C) or Section 2.6(d)(i)(C) of the Indenture), and delivers an
opinion of counsel, if the Company or the Trustee so requests.

--------
(5) This Certificate shall be included only for the Transfer Restricted Notes.

                                       -1-

<PAGE>

         /_/ (d) Such Note is being transferred in reliance on and in
compliance with another exemption from the registration requirements of the
Securities Act. If requested by either the Company, an Opinion of Counsel to the
effect that such transfer does not require registration under the Securities Act
accompanies this Certificate (in satisfaction of Section 2.6(a)(ii)(D) or
Section 2.6(d)(i)(D) of the Indenture).

------------------------------------------
INSERT NAME OF TRANSFEROR

By:_______________________________________

Date:_________

         3. Affiliation with the Company check if applicable:

        /_/ (a) The undersigned represents and warrants that it is, or at some
time during which it held this Note was, an Affiliate of the Company.

        /_/ (b) If 3(a) above is checked and if the undersigned was not an
Affiliate of the Company at all times during which it held this Note, indicate
the periods during which the undersigned was an Affiliate of the Company:

        /_/ (c) If 3(a) above is checked and if the Transferee will not
pay the full purchase price for the transfer of this Note on or prior to the
date of transfer indicate when such purchase price will be paid:

TO BE COMPLETED BY TRANSFEREE IF 2(b) ABOVE IS CHECKED AND THE TRANSFEROR IS NOT
A QUALIFIED INSTITUTIONAL BUYER:(6)

         The undersigned represents and warrants that it is a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act of 1933,
as amended, and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information.

Dated:___________________________________________________
            NOTICE: To be executed by an officer.

--------
(6) This Certificate shall be included only for the Transfer Restricted Notes.

                                       -2-

<PAGE>

                                    EXHIBIT C

                            FORM OF CONVERSION NOTICE

TO:  GENERAL SEMICONDUCTOR, INC.

         The undersigned owner of this Note hereby: (i) irrevocably exercises
the option to convert this Note, or the portion hereof below designated, for
shares of Common Stock of General Semiconductor, Inc. in accordance with the
terms of this Indenture referred to in this Security and (ii) directs that such
shares of Common Stock deliverable upon the conversion, together with any check
in payment for fractional shares and any Note(s) representing any unconverted
principal amount hereof, be issued and delivered to the registered holder hereof
unless a different name has been indicated below. The undersigned acknowledges
that if such shares of Common Stock have not yet been registered with the
Securities and Exchange Commission, such shares may be required to bear a
restrictive legend. If shares are to be delivered registered in the name of a
person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and deliver the Certificate to be delivered upon
Exchange or Registration of Transfer of Notes. Any amount required to be paid by
the undersigned on account of interest accompanies this Note.

Dated:__________

                              ---------------------------------------------
                                                Signature

Fill in for registration of shares if to be delivered, and of Notes if to be
issued, otherwise than to and in the name of the registered holder.

----------------------------------------------------
Social Security or other Taxpayer Identifying Number

----------------------------------------------------
(Name)

----------------------------------------------------
(Street Address)

----------------------------------------------------
(City, State and Zip Code)

(Please print name and address)

Principal amount to be converted (if less than all)

                                       -1-