<PAGE>
                                                                     EXHIBIT 4.1






                                 ALLERGAN, INC.

                  ZERO COUPON CONVERTIBLE SENIOR NOTES DUE 2022

                                    INDENTURE

                          DATED AS OF NOVEMBER 6, 2002

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

                     WELLS FARGO BANK, NATIONAL ASSOCIATION

                                     TRUSTEE
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
Article I   DEFINITIONS AND INCORPORATION BY REFERENCE......................     1

      SECTION 1.1    DEFINITIONS............................................     1
      SECTION 1.2    OTHER DEFINITIONS......................................     8
      SECTION 1.3    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT......     9
      SECTION 1.4    RULES OF CONSTRUCTION..................................    10


Article II  THE SECURITIES..................................................    10

      SECTION 2.1    FORM AND DATING........................................    10
      SECTION 2.2    EXECUTION AND AUTHENTICATION...........................    12
      SECTION 2.3    REGISTRAR, PAYING AGENT AND CONVERSION AGENT...........    12
      SECTION 2.4    PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST.....    13
      SECTION 2.5    SECURITYHOLDER LISTS...................................    13
      SECTION 2.6    TRANSFER AND EXCHANGE..................................    13
      SECTION 2.7    REPLACEMENT SECURITIES.................................    15
      SECTION 2.8    OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS'
                     ACTION.................................................    15
      SECTION 2.9    TEMPORARY SECURITIES...................................    16
      SECTION 2.10   CANCELLATION...........................................    16
      SECTION 2.11   PERSONS DEEMED OWNERS..................................    17
      SECTION 2.12   GLOBAL SECURITIES......................................    17
      SECTION 2.13   CUSIP NUMBERS..........................................    22


Article III REDEMPTION AND CONVERSIONS......................................    22

      SECTION 3.1    OPTIONAL REDEMPTION BY THE COMPANY.....................    22
      SECTION 3.2    PURCHASE AT OPTION OF THE HOLDER UPON A
                     FUNDAMENTAL CHANGE.....................................    24
      SECTION 3.3    PURCHASE OF SECURITIES AT THE OPTION OF THE
                     HOLDER; PAYMENT OF PURCHASE PRICE OR FUNDAMENTAL
                     CHANGE PURCHASE PRICE IN STOCK.........................    25
      SECTION 3.4    FURTHER CONDITIONS FOR PURCHASE AT THE OPTION OF
                     HOLDERS UPON A FUNDAMENTAL CHANGE AND PURCHASE OF
                     SECURITIES AT THE OPTION OF THE HOLDER.................    32
      SECTION 3.5    CONVERSION OF SECURITIES...............................    34
      SECTION 3.6    CASH CONVERSION OPTION.................................    37
      SECTION 3.7    ADJUSTMENTS TO CONVERSION RATE.........................    38
      SECTION 3.8    MISCELLANEOUS PROVISIONS RELATING TO CONVERSION........    42
</TABLE>


                                        i
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
      SECTION 3.9    OPTIONAL CONVERSION TO SEMI-ANNUAL CASH PAY NOTE
                     UPON TAX EVENT.........................................    45
      SECTION 3.10   CALCULATION OF ORIGINAL ISSUE DISCOUNT FOR U.S.
                     FEDERAL INCOME TAX PURPOSES............................    45
      SECTION 3.11   PAYMENT OF INTEREST....................................    46


Article IV  COVENANTS.......................................................    47

      SECTION 4.1    PAYMENT OF PRINCIPAL AND INTEREST......................    47
      SECTION 4.2    SEC AND OTHER REPORTS..................................    48
      SECTION 4.3    COMPLIANCE CERTIFICATE.................................    48
      SECTION 4.4    WAIVER OF STAY, EXTENSION OR USURY LAWS................    48
      SECTION 4.5    CORPORATE EXISTENCE....................................    49
      SECTION 4.6    TAXES..................................................    49


Article V   SUCCESSORS......................................................    49

      SECTION 5.1    WHEN COMPANY MAY MERGE OR TRANSFER ASSETS..............    49
      SECTION 5.2    SUCCESSOR CORPORATION SUBSTITUTED......................    50


Article VI  DEFAULTS AND REMEDIES...........................................    50

      SECTION 6.1    EVENTS OF DEFAULT......................................    50
      SECTION 6.2    ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.....    52
      SECTION 6.3    COLLECTION OF INDEBTEDNESS AND SUITS FOR
                     ENFORCEMENT BY TRUSTEE.................................    52
      SECTION 6.4    TRUSTEE MAY FILE PROOFS OF CLAIM.......................    53
      SECTION 6.5    TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                     SECURITIES.............................................    54
      SECTION 6.6    APPLICATION OF MONEY COLLECTED.........................    54
      SECTION 6.7    LIMITATION ON SUITS....................................    55
      SECTION 6.8    UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
                     PRINCIPAL AND INTEREST.................................    55
      SECTION 6.9    RESTORATION OF RIGHTS AND REMEDIES.....................    55
      SECTION 6.10   RIGHTS AND REMEDIES CUMULATIVE.........................    56
      SECTION 6.11   DELAY OR OMISSION NOT WAIVER...........................    56
      SECTION 6.12   CONTROL BY HOLDERS.....................................    56
      SECTION 6.13   WAIVER OF PAST DEFAULTS................................    56
      SECTION 6.14   UNDERTAKING FOR COSTS..................................    57


Article VII TRUSTEE.........................................................    57

      SECTION 7.1    DUTIES OF TRUSTEE......................................    57
      SECTION 7.2    RIGHTS OF TRUSTEE......................................    59
      SECTION 7.3    INDIVIDUAL RIGHTS OF TRUSTEE...........................    59
      SECTION 7.4    TRUSTEE'S DISCLAIMER...................................    59
      SECTION 7.5    NOTICE OF DEFAULTS.....................................    60
</TABLE>


                                       ii
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
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                                                                                PAGE
<S>                                                                             <C>
      SECTION 7.6    REPORTS BY TRUSTEE TO HOLDERS..........................    60
      SECTION 7.7    COMPENSATION AND INDEMNITY.............................    60
      SECTION 7.8    REPLACEMENT OF TRUSTEE.................................    61
      SECTION 7.9    SUCCESSOR TRUSTEE BY MERGER, CONVERSION OR TRANSFER....    62
      SECTION 7.10   ELIGIBILITY; DISQUALIFICATION..........................    62
      SECTION 7.11   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY......    62


Article VIII  SATISFACTION AND DISCHARGE; DEFEASANCE........................    62

      SECTION 8.1    SATISFACTION AND DISCHARGE OF INDENTURE................    62
      SECTION 8.2    APPLICATION OF TRUST FUNDS; INDEMNIFICATION............    64
      SECTION 8.3    REPAYMENT TO COMPANY...................................    64


Article IX  AMENDMENTS AND WAIVERS..........................................    64

      SECTION 9.1    WITHOUT CONSENT OF HOLDERS.............................    64
      SECTION 9.2    WITH CONSENT OF HOLDERS................................    65
      SECTION 9.3    LIMITATIONS............................................    65
      SECTION 9.4    COMPLIANCE WITH TRUST INDENTURE ACT....................    66
      SECTION 9.5    REVOCATION AND EFFECT OF CONSENTS......................    66
      SECTION 9.6    NOTATION ON OR EXCHANGE OF SECURITIES..................    66
      SECTION 9.7    TRUSTEE PROTECTED......................................    66


Article X   MISCELLANEOUS...................................................    67

      SECTION 10.1   TRUST INDENTURE ACT CONTROLS...........................    67
      SECTION 10.2   NOTICES................................................    67
      SECTION 10.3   COMMUNICATION BY HOLDERS WITH OTHER HOLDERS............    68
      SECTION 10.4   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.....    68
      SECTION 10.5   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION..........    68
      SECTION 10.6   RULES BY TRUSTEE AND AGENTS............................    68
      SECTION 10.7   NO RECOURSE AGAINST OTHERS.............................    69
      SECTION 10.8   COUNTERPARTS...........................................    69
      SECTION 10.9   GOVERNING LAWS.........................................    69
      SECTION 10.10  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS..........    69
      SECTION 10.11  SUCCESSORS.............................................    69
      SECTION 10.12  SEVERABILITY...........................................    69
      SECTION 10.13  TABLE OF CONTENTS, HEADINGS, ETC.......................    69
</TABLE>


                                      iii
<PAGE>
                                 ALLERGAN, INC.
         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                     INDENTURE, DATED AS OF NOVEMBER 6, 2002

      Section 310(a)(1)..............................................7.10
             (a)(2)..................................................7.10
             (a)(3)........................................NOT APPLICABLE
             (a)(4)........................................NOT APPLICABLE
             (a)(5)..................................................7.10
             (b).....................................................7.10
      Section 311(a).................................................7.11
             (b).....................................................7.11
             (c)...........................................NOT APPLICABLE
      Section 312(a)..................................................2.5
             (b).....................................................10.3
             (c).....................................................10.3
      Section 313(a)..................................................7.6
             (b)(1)...................................................7.6
             (b)(2)...................................................7.6
             (c)(1)...................................................7.6
             (d)......................................................7.6
      Section 314(a)............................................4.2, 10.5
             (b)...........................................NOT APPLICABLE
             (c)(1)..................................................10.4
             (c)(2)..................................................10.4
             (c)(3)........................................NOT APPLICABLE
             (d)...........................................NOT APPLICABLE
             (e).....................................................10.5
             (f)...........................................NOT APPLICABLE
      Section 315(a)..................................................7.1
             (b)......................................................7.5
             (c)......................................................7.1
             (d)......................................................7.1
             (e).....................................................6.14
      Section 316(a)...........................................6.12, 6.13
             (a)(1)(A)...............................................6.12
             (a)(1)(B)...............................................6.13
             (b)......................................................6.8
      Section 317(a)(1)...............................................6.3
             (a)(2)...................................................6.4
             (b)......................................................2.4
      Section 318(a).................................................10.1

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

Note:  This reconciliation and tie shall not, for any purpose, be deemed to
be part of the Indenture.


                                       iv
<PAGE>
            Indenture dated as of November 6, 2002, between Allergan, Inc., a
Delaware corporation (the "Company"), and Wells Fargo Bank, National
Association, as trustee (the "Trustee").

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Securities issued under
this Indenture.

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

            SECTION 1.1 DEFINITIONS.

            "Accreted Value" means, at any date of determination, (1) prior to
such time as the Securities are converted to Semi-Annual Cash Pay Notes, the sum
of (x) the initial offering price of each Security and (y) the portion of the
excess of the Principal Amount at Maturity of each Security over such initial
offering price which shall have been amortized by the Company in accordance GAAP
through such date, such amount to be so amortized on a daily basis and
compounded semi-annually on each November 6 and May 6 at the rate of 1.25% per
annum from the issue date through the date of determination computed on the
basis of a 360-day year of twelve 30-day months and (2) at or after such time as
the Securities are converted to Semi-Annual Cash Pay Notes, the Restated
Principal Amount.

            "Additional Amounts" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes imposed on Holders specified
herein or therein and which are owing to such Holders.

            "Adjusted Accreted Value" means the Accreted Value multiplied by a
percentage initially equal to 125% on the Issue Date, reduced by increments of
0.25% per six-month period thereafter, until such percentage reaches 115% on the
Stated Maturity.

            "Affiliate" of any specified person means any other person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlled by" and
"under common control with"), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such person, whether through the
ownership of voting securities or by agreement or otherwise.

            "Agent" means any Registrar, Paying Agent or Conversion Agent.

            "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.


                                       1
<PAGE>
            "Authorized Newspaper" means a newspaper in an official language of
the country of publication customarily published at least once a day for at
least five days in each calendar week and of general circulation in the place in
connection with which the term is used. If it shall be impractical in the
opinion of the Trustee to make any publication of any notice required hereby in
an Authorized Newspaper, any publication or other notice in lieu thereof that is
made or given by the Trustee shall constitute a sufficient publication of such
notice.

            "Bearer" means anyone in possession from time to time of a Bearer
Security.

            "Bearer Security" means any Security, including any interest coupon
appertaining thereto, that does not provide for the identification of the Holder
thereof.

            "Board of Directors" means the Board of Directors of the Company or
any duly authorized committee thereof.

            "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been adopted by the
Board of Directors or pursuant to authorization by the Board of Directors and to
be in full force and effect on the date of the certificate and delivered to the
Trustee.

            "Business Day" means, any day except a Saturday, Sunday or a legal
holiday in the City of New York or the City of Los Angeles on which banking
institutions are authorized or required by law, regulation or executive order to
close.

             "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
or in such Person's capital stock or other equity interests, and options, rights
or warrants to purchase such capital stock or other equity interests, whether
now outstanding or issued after the Issue Date, including, without limitation,
all preferred stock.

            "Cash" means the currency of the United States of America.

            "Certificated Securities" means Securities that are in the form of
the Securities attached hereto as Exhibit B.

            "Common Equity" of any Person means Capital Stock of such Person
that is generally entitled to (i) vote in the election of directors of such
Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or others
that will control the management or policies of such Person.

            "Common Stock" means the common stock of the Company, par value
$0.01 per share, as it exists on the date hereof and any shares of any class or
classes of Capital Stock of the Company resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to redemption
by the Company; provided, however, that if at any time there shall be more than
one such resulting class, the shares of each such class then so issuable on
conversion of Securities shall be substantially in the proportion which the
total number of shares of such class resulting


                                       2
<PAGE>
from all such classifications bears to the total number of shares of all such
classes resulting from all such reclassifications.

            "Common Stock Record Date" means, with respect to any dividend,
distribution or other transaction or event in which the holders of Common Stock
have the right to receive any cash, securities or other property or in which the
Common Stock (or other applicable security) is exchanged for or converted into
any combination of cash, securities or other property, the date fixed for
determination of stockholders entitled to receive such cash, securities or other
property (whether such date is fixed by the Board of Directors or by statute,
contract or otherwise).

            "Company" means the party named as such above, unless and until a
successor replaces it and thereafter means such successor.

            "Company Order" means a written order signed in the name of the
Company by two Officers, one of whom must be the Company's principal executive
officer, principal financial officer or principal accounting officer.

            "Company Request" means a written request signed in the name of the
Company by its Chief Executive Officer, the President or a Vice President, and
by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

            "Continuing Director" means a director who either was a member of
the Board of Directors on the date hereof or who became a director subsequent to
such date and whose election, or nomination for election by stockholders, was
duly approved by a majority of the Continuing Directors on the Board of
Directors at the time of such approval, either by a specific vote or by approval
of the proxy statement issued by the Company on behalf of the entire Board of
Directors in which such individual is named as nominee for director.

            "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered.

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

            "Depositary" means, with respect to the Securities issuable or
issued in whole or in part in the form of one or more Global Securities, the
person designated as Depositary by the Company, which Depositary shall be a
clearing agency registered under the Exchange Act.

            "Dollars" and "$" mean the currency of the United States of America.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Foreign Currency" means any currency or currency unit issued by a
government other than the government of the United States of America.


                                       3
<PAGE>
            "Fundamental Change" means the occurrence of any of the following:

                  (1) any sale, lease or other transfer (in one transaction or a
series of transactions) of all or substantially all of the consolidated assets
of the Company and its Subsidiaries to any person (other than a Subsidiary of
the Company); provided, however, that a transaction where the holders of all
classes of Common Equity of the Company immediately prior to such transaction
own, directly or indirectly, more than 50% of all classes of Common Equity of
such person immediately after such transaction shall not be a Fundamental
Change;

                  (2) consummation of any share exchange, consolidation or
merger of the Company pursuant to which the Common Stock will be converted into
cash, securities or other property or any sale, lease or other transfer (in one
transaction or a series of transactions) of all or substantially all of the
consolidated assets of the Company (considered together with its Subsidiaries)
to any person (other than one of the Company's subsidiaries); provided, however,
that a transaction where the holders of all classes of the Common Equity of the
Company immediately prior to such transaction own, directly or indirectly, more
than 50% of all classes of Common Equity of the continuing or surviving
corporation or transferee immediately after such event shall not be a
Fundamental Change;

                  (3) a "person" or "group" (within the meaning of Section 13(d)
of the Exchange Act (other than the Company, its Subsidiaries or its employee
benefit plans) becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act) of the Common Equity of the Company representing more than 50%
of the voting power of the Common Equity of the Company;

                  (4)   Continuing Directors cease to constitute at least a
majority of the Board of Directors; or

                  (5) the stockholders of the Company approve any plan or
proposal for the liquidation or dissolution of the Company; provided, however,
that a liquidation or dissolution of the Company which is part of a transaction
described in clause (1) above that does not constitute a Fundamental Change
under the proviso contained in that clause shall not constitute a Fundamental
Change.

A Fundamental Change will not be deemed to have occurred, however, if either:

      (I) the Sale Price of the Common Stock for (a) any 10 Trading Days within
      the 20 consecutive Trading Days ending immediately prior to the day on
      which the Fundamental Change occurs, and (b) at least five Trading Days
      within the 10 consecutive Trading Days ending immediately before the
      Fundamental Change occurs, shall equal or exceed 105% of the Accreted
      Value, divided by the conversion rate, or

      (II) both

            (a) at least 90% of the consideration (excluding cash payments for
            fractional shares) in the transaction or transactions constituting
            the Fundamental Change consists of shares of Common Equity traded on
            a national securities exchange


                                       4
<PAGE>
            or quoted on the Nasdaq National Market (or which will be so traded
            or quoted when issued or exchanged in connection with such
            Fundamental Change) (such securities being referred to as "publicly
            traded securities") and as a result of such transaction or
            transactions the notes become convertible solely into such publicly
            traded securities; and

            (b) the consideration to be received per share of the Common Stock
            in the transaction or transactions constituting the Fundamental
            Change consists of cash, publicly traded securities or a combination
            of cash and publicly traded securities with an aggregate fair market
            value (which, in the case of publicly traded securities, shall be
            equal to the average closing price of such publicly traded
            securities during the five consecutive Trading Days commencing with
            the Trading Day following consummation of the transaction or
            transactions constituting the Fundamental Change) of at least 105%
            of the Accreted Value, divided by the conversion rate.

            "GAAP" means 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 have been approved by a significant segment
of the accounting profession, which are in effect as of the date of
determination.

            "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2
evidencing the Securities, issued to the Depositary or its nominee, and
registered in the name of such Depositary or nominee.

            "Holder" means a person in whose name a Security is registered or
the holder of a Bearer Security.

            "Indebtedness" means, with respect to a person at any date, without
duplication, such person's obligations (other than nonrecourse obligations) for
borrowed money or evidenced by bonds, debentures, notes or similar instruments.

            "Indenture" means this Indenture as amended or supplemented from
time to time, and shall include the form and terms of the Securities established
as contemplated hereunder.

            "Issue Date" of any Security means the date on which the Security
was originally issued or deemed issued as set forth on the face of the Security.

            "Issue Price" of any Security means, in connection with the original
issuance of such Security, the initial issue price at which the Security is sold
as set forth on the face of the Security.

            "Market Price" means, on any date, the average of the Sale Prices of
the Common Stock for the 10 Trading Day period ending on the third Business Day
(if the third Business Day prior to the applicable Purchase Date is a Trading
Day, or if not, then on the last Trading Day) prior to such date, appropriately
adjusted to take into account the occurrence, during the period commencing on
the first of such Trading Days during such 10 Trading Day period and ending on


                                       5
<PAGE>
such date, of certain events with respect to the Common Stock that would result
in an adjustment of the Conversion Rate under this Indenture.

            "Maturity," when used with respect to any Security, means the date
on which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, or otherwise.

            "Officer" means the Chief Executive Officer, the President, any
Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.

            "Officers' Certificate" means a certificate signed by two Officers,
one of whom must be the Company's principal executive officer, principal
financial officer or principal accounting officer.

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

            "Original Issue Discount" of any Security means the difference
between the Issue Price and the Principal Amount at Maturity of the Security as
set forth on the face of the Security.

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

            "Principal Amount at Maturity" of a Security means the amount of
principal to be paid to the Holder of such Security as set forth on the face of
the Security.

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

            "Redemption Price" when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

            "Registrar" means Wells Fargo Bank, National Association or any
successor registrar of the Security.

            "Regulation S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

            "Responsible Officer" means any officer of the Trustee in its
Corporate Trust Office and also means, with respect to a particular corporate
trust matter, any other officer to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with a particular subject.

            "Restricted Security" means a Security required to bear the
restrictive legend set forth in the form of Security set forth in Exhibits A and
B of this Indenture.


                                       6
<PAGE>
            "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

            "Sale Price" of the Common Stock on any date means the closing sale
price per share (or, if no closing sale price is reported, the average of the
bid and ask prices or, if more than one in either case, the average of the
average bid and average ask prices) on such date as reported in the composite
transactions for the principal U.S. securities exchange on which the Common
Stock is traded or, if the Common Stock is not listed on a U.S. national or
regional securities exchange, as reported by the Nasdaq National Market.

            "SEC" means the Securities and Exchange Commission.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Securities" means any of the Company's Zero Coupon Convertible
Senior Notes Due 2022, as amended or supplemented from time to time, issued
under this Indenture.

            "Semi-Annual Cash Pay Notes" means the Securities after the Company
has exercised its options to pay cash interest in accordance with Section 3.9.

            "Stated Maturity" when used with respect to any Security, means the
date specified in such Security as the fixed date on which an amount equal to
the Principal Amount at Maturity of such Security is due and payable.

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

            "Tax Event" means that the Company shall have received the advice of
independent tax counsel experienced in such matters to the effect that, on or
after November 6, 2002, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein or (b) any amendment to, or change in, an
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority, in each case which
amendment or change is enacted, promulgated, issued or announced or which
interpretation is issued or announced or which action is taken, on or after
November 6, 2002, there is more than an insubstantial risk that interest
(including Original Issue Discount, if any) payable on the Securities either (i)
would not be deductible on a current accrual basis or (ii) would not be
deductible under any other method, in either case in whole or in part, by the
Company (by reason of deferral, disallowance, or otherwise) for United States
Federal income tax purposes.

            "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of this Indenture; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"TIA" means, to the extent required by any such amendment, the Trust Indenture
Act as so amended.


                                       7
<PAGE>
            "Trading Day" means (x) if the applicable security is listed or
admitted for trading on the New York Stock Exchange or another national security
exchange, a day on which the New York Stock Exchange or other national security
exchange is open for business or (y) if the applicable security is quoted on the
Nasdaq National Market, a day on which trades may be made thereon or (z) if the
applicable security is not so listed, admitted for trading or quoted, any day
other than a Saturday or Sunday or a day on which banking institutions in the
State of New York are authorized or obligated by law or executive order to
close.

            "Trustee" means the person named as Trustee in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
each person who is then a Trustee hereunder.

            "U.S. Government Obligations" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, and which in the case of (i)
and (ii) are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation evidenced by such depository receipt.

            SECTION 1.2 OTHER DEFINITIONS.

                                                                  DEFINED IN
            TERM                                                   SECTION

            "Agent Members".........................................2.12
            "Bankruptcy Law".........................................6.1
            "Cash Amount"............................................3.6
            "Cash Settlement Averaging Period".......................3.6
            "Cash Settlement Notice Period"..........................3.6
            "Clearstream"............................................2.1
            "Company Notice Date"....................................3.3
            "Company Notice of Election".............................3.3
            "Conditional Withdrawal".................................3.3
            "Conversion Agent".......................................2.3
            "Conversion Date"........................................3.5
            "Conversion Obligation"..................................3.6
            "Conversion Rate"........................................3.5
            "Conversion Retraction Period"...........................3.6
            "Custodian"..............................................6.1


                                       8
<PAGE>
            "Defaulted Interest"....................................3.11
            "Distributed Securities".................................3.7
            "DTC"....................................................2.1
            "Euroclear"..............................................2.1
            "Event of Default".......................................6.1
            "Expiration Time......................................3.7(e)
            "Fundamental Change Purchase Date".......................3.2
            "Fundamental Change Purchase Notice".....................3.2
            "Fundamental Change Purchase Price"......................3.2
            "Interest Payment Date"..................................3.9
            "Legend".................................................2.6
            "Notice of Default"......................................6.1
            "Notice of Fundamental Change"...........................3.2
            "Notice of Redemption"...................................3.1
            "Option Exercise Date"...................................3.9
            "Paying Agent"...........................................2.3
            "Purchase Date...........................................3.3
            "Purchase Notice.........................................3.3
            "Purchase Price".........................................3.3
            "Purchased Shares"....................................3.7(e)
            "QIBs"...................................................2.1
            "Regular Record Date"....................................3.9
            "Registrar"..............................................2.3
            "Restated Principal Amount"..............................3.9
            "Special Record Date"...................................3.11
            "Tax Event Date".........................................3.9
            "transfer"..............................................2.12

            SECTION 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

            Whenever this Indenture refers to a provision of the TIA, the
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 security holder" means a Holder.

            "indenture to be qualified" means this Indenture.

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

            "obligor" on the indenture securities means the Company and any
successor obligor upon the Securities.


                                       9

<PAGE>
            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 under
the TIA and not otherwise defined herein are used herein as so defined.

            SECTION 1.4 RULES OF CONSTRUCTION.

            Unless the context otherwise requires:

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

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

            (c) references to GAAP shall mean GAAP in effect as of the time when
and for the period as to which such accounting principles are to be applied;

            (d) "or" is not exclusive;

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

            (f) provisions apply to successive events and transactions.

                                   ARTICLE II

                                 THE SECURITIES

            SECTION 2.1 FORM AND DATING.

            The Securities and the Trustee's certificate of authentication shall
be substantially in the form of Exhibits A and B, which are a part of this
Indenture. The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage (provided that any such notation, legend or
endorsement required by usage is in a form acceptable to the Company). The
Company shall provide any such notations, legends or endorsements to the Trustee
in writing. Each Security shall be dated the date of its authentication.

            (a) 144A Regulation S Global Securities. The Securities are being
offered and sold (i) in reliance on Regulation S and or (ii) to "qualified
institutional buyers" as defined in Rule 144A ("QIBs") in reliance on Rule 144A,
and shall be issued in the form of one or more permanent Global Securities
substantially in the form of Exhibit A. Such Global Securities initially shall
be deposited on or about the Issue Date on behalf of the purchasers of the
Securities represented thereby with the Trustee, at its Corporate Trust Offices,
as custodian for the Depositary and registered in the name of Cede & Co. as
nominee of the Depository Trust Company ("DTC") for the accounts of participants
in DTC (and, in the case of Securities held in accordance with Regulation S,
registered with the Depositary for the accounts of designated agents holding on
behalf of the Euroclear S.A./N.V., as operator of the Euroclear System
("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream")), duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal


                                       10

<PAGE>
amount of a Global Security may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its nominee
as hereinafter provided.

            (b) Global Securities in General. Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges, redemptions and conversions.

            Any adjustment of the aggregate principal amount of a Global
Security to reflect the amount of any increase or decrease in the amount of
outstanding Securities represented thereby shall be made by the Trustee in
accordance with instructions given by the Holder thereof as required by Section
2.12 hereof and shall be made on the records of the Trustee and the Depositary.

            (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to
Global Securities deposited with or on behalf of the Depositary.

            The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(c), authenticate and the Registrar shall deliver initially one
or more Global Securities that (a) shall be registered in the name of Cede & Co.
or other nominee of the Depositary, (b) shall be delivered by the Registrar to
the Depositary or pursuant to the Depositary's instructions and (c) shall bear
legends substantially to the following effect:

            "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
            REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS
            AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
            CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
            SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
            THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE
            & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
            REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
            PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
            PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
            HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
            LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE
            DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH
            SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
            SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
            RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO
            ON THE REVERSE HEREOF."

            (d) Certificated Securities. Securities not issued as interests in
the Global Securities will be issued in certificated form substantially in the
form of Exhibit B attached hereto.


                                       11
<PAGE>
            SECTION 2.2 EXECUTION AND AUTHENTICATION.

            The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President, or one of its Vice Presidents, under its
corporate seal reproduced thereon, and attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these Officers on the Securities
may be manual or facsimile.

            Securities bearing the manual or facsimile signatures of individuals
who were at the time of the execution of the Securities the proper Officers of
the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of
authentication of such Securities.

            No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

            The Trustee shall authenticate and the Registrar shall deliver
Securities for original issue in an aggregate Principal Amount at Maturity of up
to and including $641,510,000 upon a Company Order without any further action by
the Company. The aggregate Principal Amount at Maturity of Securities
outstanding at any time may not exceed the amount set forth in the foregoing
sentence, except as provided in Section 2.7.

            The Securities shall be issued only in registered form without
coupons and only in denominations of $1,000 of Principal Amount at Maturity and
any integral multiple thereof.

            SECTION 2.3 REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

            The Company shall maintain an office or agency where Securities may
be presented for registration of transfer or for exchange ("Registrar"), an
office or agency where Securities may be presented for purchase or payment
("Paying Agent") and an office or agency where Securities may be presented for
conversion ("Conversion 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, one or more additional paying agents and one or more additional
conversion agents. The term Paying Agent includes any additional paying agent
and the term Conversion Agent includes any additional conversion agent.

            The Company shall enter into an appropriate agency agreement with
any Registrar, Paying Agent, Conversion Agent or co-registrar (other than the
Trustee). The agreement shall implement the provisions of this Indenture that
relate to such Agent. The Company shall notify the Trustee of the name and
address of any such Agent. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefore pursuant to Section 7.7. The Company or
any Subsidiary or an Affiliate of either of them may act as Paying Agent,
Registrar, Conversion Agent or co-registrar.


                                       12
<PAGE>
            The Company initially appoints the Trustee as Registrar, Conversion
Agent and Paying Agent in connection with the Securities.

            SECTION 2.4 PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST.

            Except as otherwise provided herein, on or prior to 11:30 a.m. New
York time on each due date of payments in respect of any Security, the Company
shall deposit with the Paying Agent a sum of money (in immediately available
funds if deposited on the due date) or Common Stock sufficient to make such
payments when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Holders or the Trustee all money and Common Stock held
by the Paying Agent for the making of payments in respect of the Securities and
shall notify the Trustee of any default by the Company in making any such
payment. At any time during the continuance of any such default, the Paying
Agent shall, upon the written request of the Trustee, forthwith pay to the
Trustee all money and deliver to the Trustee all Common Stock so held in trust.
If the Company, a Subsidiary or an Affiliate of either of them acts as Paying
Agent, it shall segregate the money and Common Stock held by it as Paying Agent
and hold it as a separate trust fund. The Company at any time may require a
Paying Agent to pay all money and deliver all Common Stock held by it to the
Trustee and to account for any funds and Common Stock disbursed by it. Upon
doing so, the Paying Agent shall have no further liability for the money or
Common Stock.

            SECTION 2.5 SECURITYHOLDER LISTS.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders. If the Trustee is not the Registrar, the Company shall cause to be
furnished to the Trustee at least semiannually on May 1 and November 1 a listing
of Holders dated within 15 days of the date on which the list is furnished and
at such other times as the Trustee may request in writing a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of Holders.

            SECTION 2.6 TRANSFER AND EXCHANGE.

            Subject to Section 2.12 hereof, (a) upon surrender for registration
of transfer of any Security, together with a written instrument of transfer
satisfactory to the Registrar duly executed by the Holder or such Holder's
attorney duly authorized in writing, at the office or agency of the Company
designated as Registrar or co-registrar pursuant to Section 2.3, the Company
shall execute, and the Trustee shall authenticate and the Registrar shall
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denomination or denominations, of a like
aggregate Principal Amount at Maturity. The Company shall not charge a service
charge for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the transfer or exchange of the
Securities from the Holder requesting such transfer or exchange.

            At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
Principal Amount at


                                       13
<PAGE>
Maturity, upon surrender of the Securities to be exchanged, together with a
written instrument of transfer satisfactory to the Registrar duly executed by
the Holder or such Holder's attorney duly authorized in writing, at such office
or agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and the Registrar shall
deliver, the Securities which the Holder making the exchange is entitled to
receive.

            The Company shall not be required to make, and the Registrar need
not register, transfers or exchanges of Securities selected for redemption
(except, in the case of Securities to be redeemed in part, the portion thereof
not to be redeemed) or any Securities in respect of which a Purchase Notice or
Fundamental Change Purchase Notice has been given and not withdrawn by the
Holder thereof in accordance with the terms of this Indenture (except, in the
case of Securities to be purchased in part, the portion thereof not to be
purchased) or any Securities for a period of 15 days before a selection of
Securities to be redeemed.

            (b) Notwithstanding any provision to the contrary herein, so long as
a Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 and this Section 2.6(b). Transfers of a
Global Security shall be limited to transfers of such Global Security in whole,
or in part, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.

            (c) Successive registrations and registrations of transfers and
exchanges as aforesaid may be made from time to time as desired, and each such
registration shall be noted on the register for the Securities.

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

            (e) No Registrar shall be required to make registrations of transfer
or exchange of Securities during any periods designated in the text of the
Securities or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.

            (f) If Securities are issued upon the transfer, exchange or
replacement of Securities subject to restrictions on transfer and bearing the
legends set forth on the form of Security attached hereto as Exhibits A and B
setting forth such restrictions (collectively, the "Legend"), or if a request is
made to remove the Legend on a Security, the Securities so issued shall bear the
Legend, or the Legend shall not be removed, as the case may be, unless (i) there
is delivered to the Company and the Registrar such satisfactory evidence, which
shall include an Opinion of Counsel, as may be reasonably required by the
Company and the Registrar, that neither the Legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply
with the provisions of Rule 144A, Regulation S or Rule 144 under the Securities
Act and that such Securities are not "restricted" within the meaning of Rule 144
under the Securities Act. Upon (i) provision of such satisfactory evidence, or
(ii) notification by the Company to the Trustee and Registrar of the sale of
such Security pursuant to a registration statement that is effective at the time
of such sale, the Trustee, at the written direction of the Company, shall
authenticate and the Registrar shall deliver a Security that does not bear the


                                       14
<PAGE>
Legend. If the Legend is removed from the face of a Security and the Security is
subsequently held by an Affiliate of the Company, the Legend shall be
reinstated.

            SECTION 2.7 REPLACEMENT SECURITIES.

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

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

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

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

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

            SECTION 2.8 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS'
ACTION.

            Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation 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 thereof holds the Security; provided, however, that in determining
whether the Holders of the requisite Principal Amount at Maturity of Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee


                                       15
<PAGE>
knows to be so owned shall be so disregarded. Subject to the foregoing, only
Securities outstanding at the time of such determination shall be considered in
any such determination (including, without limitation, determinations pursuant
to Articles 6 and 9).

            If a Security is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

            If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following the Purchase Date or a Change
in Control Purchase Date, Fundamental Change Purchase Date, or on Stated
Maturity, money or securities, including Common Stock, if permitted hereunder,
sufficient to pay Securities payable on that date, then immediately after such
Redemption Date, Purchase Date, Change in Control Purchase Date, Fundamental
Change Purchase Date or Stated Maturity, as the case may be, such Securities
shall cease to be outstanding and Original Issue Discount and interest, if any,
on such Securities shall cease to accrue; provided, that if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made.

            If a Security is converted in accordance with Article III, then from
and after the time of conversion on the Conversion Date, such Security shall
cease to be outstanding and Original Issue Discount and interest, if any, shall
cease to accrue on such Security.

            SECTION 2.9 TEMPORARY SECURITIES.

            Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and the Registrar
shall deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.

            If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 2.3, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee shall authenticate and the Registrar shall deliver in exchange
therefor a like Principal Amount at Maturity of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

            SECTION 2.10 CANCELLATION.

            All Securities surrendered for payment, purchase by the Company
pursuant to Article III, conversion, redemption or registration of transfer or
exchange shall, if surrendered to any person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by


                                       16
<PAGE>
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. The Company may not issue new
Securities to replace Securities it has paid or delivered to the Trustee for
cancellation or that any Holder has converted pursuant to Article III. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. Subject to the Trustee's record retention requirements in accordance
with the Exchange Act, all cancelled Securities held by the Trustee shall be
destroyed by the Trustee and the Trustee shall deliver a certificate of
destruction to the Company.

            SECTION 2.11 PERSONS DEEMED OWNERS.

            Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of the Security or
the payment of any Redemption Price, Purchase Price or Fundamental Change
Purchase Price in respect thereof, and interest thereon, for the purpose of
conversion and for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

            SECTION 2.12 GLOBAL SECURITIES.

            (a) Notwithstanding any other provisions of this Indenture or the
Securities, (A) transfers of a Global Security, in whole or in part, shall be
made only in accordance with Section 2.6 and Section 2.12(a)(i), (B) transfers
of a beneficial interest in a Global Security for a Certificated Security shall
comply with Section 2.6 and Section 2.12(a)(ii) below, and (C) transfers of a
Certificated Security shall comply with Section 2.6 and Section 2.12(a)(iii) and
(iv) below:

            (i) Transfer of Global Security. A Global Security may not be
      transferred, in whole or in part, to any person other than the Depositary
      or a nominee or any successor thereof, and no such transfer to any such
      other person may be registered; provided that this clause (i) shall not
      prohibit any transfer of a Security that is issued in exchange for a
      Global Security but is not itself a Global Security. No transfer of a
      Security to any person shall be effective under this Indenture or the
      Securities unless and until such Security has been registered in the name
      of such person. Nothing in this Section 2.12(a)(i) shall prohibit or
      render ineffective any transfer of a beneficial interest in a Global
      Security effected in accordance with the other provisions of this Section
      2.12(a).

            (ii) Restrictions on Transfer of a Beneficial Interest in a Global
      Security for a Certificated Security. A beneficial interest in a Global
      Security may not be exchanged for a Certificated Security except upon
      satisfaction of the requirements set forth below. Upon receipt by the
      Trustee of a transfer of a beneficial interest in a Global Security in
      accordance with Applicable Procedures for a Certificated Security in the
      form satisfactory to the Trustee, together with written instructions to
      the Trustee to make, or


                                       17
<PAGE>
      direct the Registrar to make, an adjustment on its books and records with
      respect to such Global Security to reflect a decrease in the aggregate
      Principal Amount at Maturity of the Securities represented by the Global
      Security, such instructions to contain information regarding the
      Depositary account to be credited with such decrease, then the Trustee
      shall cause, or direct the Registrar to cause, in accordance with the
      standing instructions and procedures existing between the Depositary and
      the Registrar, the aggregate Principal Amount at Maturity of Securities
      represented by the Global Security to be decreased by the aggregate
      Principal Amount at Maturity of the Certificated Security to be issued,
      shall issue such Certificated Security and shall debit or cause to be
      debited to the account of the person specified in such instructions a
      beneficial interest in the Global Security equal to the Principal Amount
      at Maturity of the Certificated Security so issued.

            (iii) Transfer and Exchange of Certificated Securities. When
      Certificated Securities are presented to the Registrar with a request:

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

                  (y) to exchange such Certificated Securities for an equal
                  Principal Amount at Maturity of Certificated Securities of
                  other authorized denominations, the Registrar shall register
                  the transfer or make the exchange as requested if its
                  reasonable requirements for such transaction are met;
                  provided, however, that the Certificated Securities
                  surrendered for transfer or exchange:

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

                  (b)   so long as such Securities are Restricted Securities,
                        such Securities are being transferred or exchanged
                        pursuant to an effective registration statement under
                        the Securities Act or pursuant to clause (A), (B) or (C)
                        below, and are accompanied by the following additional
                        information and documents, as applicable:

                              (A) if such Certificated Securities are 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; or

                              (B)   if such Certificated Securities are being
                        transferred to the Company, a certification to that
                        effect; or

                              (C) if such Certificated Securities are being
                        transferred pursuant to an exemption from registration
                        in accordance with Rule 144, (i) a certification to that
                        effect (in the form set forth in


                                       18
<PAGE>
                        Exhibit B-1) and (ii) if the Company or Registrar so
                        requests, an opinion of counsel or other evidence
                        reasonably satisfactory to them as to the compliance
                        with the restrictions set forth in the Legend.

            (iv) Restrictions on Transfer of a Certificated Security for a
      Beneficial Interest in a Global Security. A Certificated 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 Certificated Security, duly
endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Trustee, together with:

                  (a)   so long as the Securities are Restricted Securities,
                        certification, in the form set forth in Exhibit B, that
                        such Certificated Security is being transferred in
                        accordance with Rule 144A, Regulation S or Rule 144; and

                  (b)   written instructions directing the Trustee to make,
                        or to direct the Registrar to make, an adjustment on
                        its books and records with respect to such Global
                        Security to reflect an increase in the aggregate
                        Principal Amount at Maturity of the Securities
                        represented by the Global Security, such instructions
                        to contain information regarding the Depositary
                        account to be credited with such increase,

            then the Trustee shall cancel such Certificated Security and cause,
            or direct the Registrar to cause, in accordance with the standing
            instructions and procedures existing between the Depositary and the
            Registrar, the aggregate Principal Amount at Maturity of Securities
            represented by the Global Security to be increased by the aggregate
            Principal Amount at Maturity of the Certificated Security to be
            exchanged, and shall credit or cause to be credited to the account
            of the person specified in such instructions a beneficial interest
            in the Global Security equal to the Principal Amount at Maturity of
            the Certificated Security so cancelled. If no Global Securities are
            then outstanding, the Company shall issue and the Trustee shall
            authenticate, upon written order of the Company in the form of an
            Officers' Certificate, a new Global Security in the appropriate
            Principal Amount at Maturity.

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


                                       19
<PAGE>
            (c) The restrictions imposed by the Legend upon the transferability
of any Security shall cease and terminate when such Security has been sold
pursuant to an effective registration statement under the Securities Act or
transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or, if earlier, upon the expiration of the holding
period applicable to sales thereof under Rule 144(k) under the Securities Act
(or any successor provision). Any Security as to which such restrictions on
transfer shall have expired in accordance with their terms or shall have
terminated may, upon a surrender of such Security for exchange to the Registrar
in accordance with the provisions of this Section 2.12 (accompanied, in the
event that such restrictions on transfer have terminated by reason of a transfer
in compliance with Rule 144 or any successor provision, by an opinion of counsel
having substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Company, addressed to the Company and in form
acceptable to the Company, to the effect that the transfer of such Security has
been made in compliance with Rule 144 or such successor provision), be exchanged
for a new Security, of like tenor and aggregate Principal Amount at Maturity,
which shall not bear the restrictive Legend. The Company shall inform the
Trustee of the effective date of any registration statement registering the
Securities under the Securities Act. The Trustee shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
aforementioned opinion of counsel or registration statement.

            (d) As used in the preceding two paragraphs of this Section 2.12,
the term "transfer" encompasses any sale, pledge, transfer, hypothecation or
other disposition of any Security.

            (e) The provisions of clauses (1), (2), (3) and (4) below shall
apply only to Global Securities:

                  (1) Notwithstanding any other provisions of this Indenture or
                  the Securities, except as provided in Section 2.12(a)(ii), a
                  Global Security shall not be exchanged in whole or in part for
                  a Security registered in the name of any person other than the
                  Depositary or one or more nominees thereof, provided that a
                  Global Security may be exchanged for Securities registered in
                  the names of any person designated by the Depositary in the
                  event that (i) the Depositary has notified the Company that it
                  is unwilling or unable to continue as Depositary for such
                  Global Security or such Depositary has ceased to be a
                  "clearing agency" registered under the Exchange Act, and a
                  successor Depositary is not appointed by the Company within 90
                  days. Any Global Security exchanged pursuant to clause (i)
                  above shall be so exchanged in whole and not in part, and any
                  Global Security exchanged pursuant to clause (ii) above may be
                  exchanged in whole or from time to time in part as directed by
                  the Depositary. Any Security issued in exchange for a Global
                  Security or any portion thereof shall be a Global Security;
                  provided that any such Security so issued that is registered
                  in the name of a person other than the Depositary or a nominee
                  thereof shall not be a Global Security.

                  (2) Securities issued in exchange for a Global Security or any
                  portion thereof shall be issued in definitive, fully
                  registered form, without interest


                                       20
<PAGE>
                  coupons, shall have an aggregate Principal Amount at Maturity
                  equal to that of such Global Security or portion thereof to be
                  so exchanged, shall be registered in such names and be in such
                  authorized denominations as the Depositary shall designate and
                  shall bear the applicable legends provided for herein. Any
                  Global Security to be exchanged in whole shall be surrendered
                  by the Depositary to the Trustee, as Registrar. With regard to
                  any Global Security to be exchanged in part, either such
                  Global Security shall be so surrendered for exchange or, if
                  the Trustee is acting as custodian for the Depositary or its
                  nominee with respect to such Global Security, the Principal
                  Amount at Maturity thereof shall be reduced, by an amount
                  equal to the portion thereof to be so exchanged, by means of
                  an appropriate adjustment made on the records of the Trustee
                  and Registrar. Upon any such surrender or adjustment, the
                  Trustee shall authenticate and the Registrar shall deliver the
                  Security issuable on such exchange to or upon the order of the
                  Depositary or an authorized representative thereof.

                  (3) Subject to the provisions of clause (5) below, the
                  registered Holder may grant proxies and otherwise authorize
                  any person, including Agent Members and persons that may hold
                  interests through Agent Members, to take any action which a
                  holder is entitled to take under this Indenture or the
                  Securities.

                  (4) In the event of the occurrence of any of the events
                  specified in clause (1) above, the Company will promptly make
                  available to the Trustee a reasonable supply of Certificated
                  Securities in definitive, fully registered form, without
                  interest coupons.

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

            The provisions of the "Operating Procedures of the Euroclear System"
and "Terms and Conditions Governing Use of Euroclear" and the "Management
Regulations and Instructions to Participants" of Clearstream shall be applicable
to interests in any Global Securities that are held by participants through
Euroclear or Clearstream. The Trustee shall have


                                       21
<PAGE>
no obligation to notify holders of any such procedures or to monitor or enforce
compliance with the same.

            SECTION 2.13 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.

                                  ARTICLE III

                           REDEMPTION AND CONVERSIONS

                SECTION 3.1 OPTIONAL REDEMPTION BY THE COMPANY.

            (a) Right to Redeem; Notice to Trustee. The Company, at its option,
may redeem the Securities in accordance with the provisions of paragraphs 5 and
7 of the Securities. 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 at Maturity of Securities to be redeemed
and the Redemption Price payable on the Redemption Date. The Company shall give
such notice to the Trustee in accordance with Section 3.1(c).

            (b) Selection of Securities to Be Redeemed. If less than all of the
outstanding notes are to be redeemed, the Trustee shall select the Securities to
be redeemed in Principal Amounts at Maturity of $1,000 or integral multiples
thereof. The Trustee may select the Securities by lot, pro rata or by any other
method the trustee considers fair and appropriate. If a portion of a Holder's
Securities is selected for partial redemption and the Holder thereafter
surrenders a portion of such Securities for conversion before termination of the
conversion right with respect to the portion of the Security so selected for
redemption, the portion of such Security surrendered for conversion shall be
deemed (so far as may be), solely for purposes of determining the aggregate
Principal Amount at Maturity of Securities to be redeemed by the Company, to be
the portion selected for redemption. Securities which have been converted during
a selection of Securities to be redeemed may be treated by the Trustee as
outstanding for the purpose of such selection. Nothing in this Section 3.1(b)
shall affect the right of any Holder to convert any Security pursuant to
Sections 3.5, 3.6 and 3.7 before the termination of the conversion right with
respect thereto.

            (c) Notice of Redemption. At least 30 days but not more than 60 days
before a Redemption Date, the Company shall provide a notice of redemption (a
"Notice of Redemption") to the Trustee and to each Holder of Securities to be
redeemed at such Holder's address kept by the Registrar.


                                       22
<PAGE>
            The Notice of Redemption shall identify the Securities to be
redeemed and shall state:

            (i) the Redemption Date;

            (ii) the Redemption Price;

            (iii) the then-current Conversion Rate;

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

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

            (vi) that the Securities called for redemption may be converted at
      any time before the close of business on the second business day prior to
      the Redemption Date;

            (vii) that Holders who wish to convert Securities must comply with
      the procedures in paragraph 8 of the Securities;

            (viii) that, unless the Company defaults in making payment of such
      Redemption Price, Accreted Value and interest, if any, on the Securities
      called for redemption will cease to accrue on and after the Redemption
      Date and the only remaining right of the Holder will be to receive payment
      of the Redemption Price upon presentation and surrender to the Paying
      Agent of the Securities;

            (ix) if fewer than all the outstanding Securities are to be
      redeemed, the certificate number and Principal Amounts at Maturity of the
      particular Securities to be redeemed; and

            (x) the CUSIP number or numbers for the Securities called for
      redemption.

            At the Company's request, the Trustee shall give the Notice of
Redemption in the Company's name and at the Company's expense.

            (d) Effect of Notice of Redemption. Once a Notice of Redemption is
given by the Company, Securities called for redemption become due and payable on
the Redemption Date and at the Redemption Price stated in such notice, except
for Securities that are converted in accordance with the provisions of Sections
3.5, 3.6 and 3.7. Upon their presentation and surrender to the Paying Agent,
Securities called for redemption shall be paid at the Redemption Price. Failure
to give notice or any defect in the notice to any Holder shall not affect the
validity of the notice to any other Holder.

            (e) There shall be no sinking fund provided for the Securities.

            (f) On or before 11:30 a.m. (New York City time) on the Redemption
Date, the Company shall deposit with the Trustee or with the Paying Agent (or,
if the Company or an Affiliate of the Company is acting as the Paying Agent,
shall segregate and hold in trust) an


                                       23
<PAGE>
amount of money sufficient to pay the aggregate Redemption Price of all the
Securities to be redeemed on that date other than the Securities or portions
thereof called for redemption which on or prior thereto have been delivered by
the Company to the Trustee for cancellation or have been converted. The Trustee
and the Paying Agent shall, as promptly as practicable, return to the Company
any money not required to pay the aggregate Redemption Price because of
conversion of the Securities in accordance with the provisions of Sections 3.5,
3.6 and 3.7. If such money is then held by the Company or a Subsidiary in trust
and is not required for such purpose, it shall be discharged from such trust.

            SECTION 3.2 PURCHASE AT OPTION OF THE HOLDER UPON A FUNDAMENTAL
CHANGE.

            (a) If a Fundamental Change shall occur at any time prior to
November 6, 2007, each Holder of Securities shall have the right, at such
Holder's option, to require the Company to purchase such Holder's Securities on
the date (the "Fundamental Change Purchase Date") (or if such date is not a
Business Day, the next succeeding Business Day) that is 65 days after the date
of the Fundamental Change. Securities in denominations larger than $1,000 of
Principal Amount at Maturity may be redeemed in part in connection with a
Fundamental Change, but only in integral multiples of $1,000 of Principal Amount
at Maturity. The Company shall purchase such Securities at a price (the
"Fundamental Change Purchase Price") equal to the Accreted Value on the
Fundamental Change Purchase Date or, if the Company elects to convert the
Securities to Semi-Annual Cash Pay Notes in accordance with Section 3.9, the
Restated Principal Amount plus accrued and unpaid interest from the Option
Exercise Date to the Fundamental Change Purchase Date. The Company may elect to
pay the Fundamental Change Purchase Price in Cash or to pay all or a portion of
the Fundamental Change Purchase Price in shares of Common Stock as set forth in
Section 3.3(c). No Securities may be purchased at the option of the Holders due
to a Fundamental Change if there has occurred and is continuing an Event of
Default other than an Event of Default that is cured by the payment of the
Purchase Price of all such Securities.

            (b) The Company, or at its request (which must be received by the
Trustee at least three Business Days (or such lesser period as agreed to by the
Trustee) prior to the date the Trustee is requested to give such Notice as
described below), the Trustee in the name of and at the expense of the Company,
shall mail to all Holders of record of the Securities a Notice (a "Notice of
Fundamental Change") of the occurrence of a Fundamental Change and of the
purchase right arising as a result thereof, including the information required
by Section 3.3(f), on or before the 30th day after the occurrence of such
Fundamental Change. The Company shall promptly furnish to the Trustee a copy of
such Notice.

            (c) For Securities to be so purchased at the option of a Holder, the
Paying Agent must receive from such Holder the form entitled "Option to Elect
Purchase Upon a Fundamental Change" on the reverse of the Securities duly
completed, a written purchase notice (the "Fundamental Change Purchase Notice")
and such Security duly endorsed for transfer, on or before the 30th day after
the Notice of Fundamental Change is delivered (subject to extension to comply
with applicable law); provided, however, if the Securities are in book-entry
form such transfer shall be made in accordance with the customary practices of
the Depositary. All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Security


                                       24
<PAGE>
for redemption shall be determined by the Company, whose determination shall be
final and binding. The Fundamental Change Purchase Notice shall state:

            (i) if certificated, the certificate numbers of the Securities which
      the Holder shall deliver to be purchased;

            (ii) the portion of the Principal Amount at Maturity of the
      Securities which the Holder shall deliver to be purchased, which portion
      must be $1,000 in Principal Amount at Maturity or an integral multiple
      thereof;

            (iii)that such Securities shall be purchased as of the Purchase Date
      pursuant to the terms and conditions specified in paragraph 6 of the
      Securities and in this Indenture; and

            (iv) with respect to the November 6, 2012, and November 6, 2017,
      purchase dates, if the Company elects, pursuant to a Company Notice, to
      pay the Purchase Price to be paid as of such Purchase Date, in whole or in
      part, in Common Stock but such portion of the Purchase Price shall
      ultimately be payable to such Holder in Cash because any of the conditions
      to the payment of the Purchase Price in Common Stock are not satisfied
      prior to the close of business on the Purchase Date, as set forth in
      Section 3.3(e), whether such Holder elects (x) to withdraw such Purchase
      Notice as to some or all of the Securities to which such Purchase Notice
      relates (stating the Principal Amount at Maturity and certificate numbers,
      if the Securities are in certificated form, of the Securities as to which
      such withdrawal shall relate), or (y) to receive Cash in respect of the
      entire Purchase Price for all Securities (or portions thereof) to which
      such Purchase Notice relates.

            SECTION 3.3 PURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER;
PAYMENT OF PURCHASE PRICE OR FUNDAMENTAL CHANGE PURCHASE PRICE IN STOCK.

            (a) Purchase of Securities at the Option of the Holder. On each of
November 6, 2007, November 6, 2012 and November 6, 2017 (each, a "Purchase
Date"), a Holder of Securities shall have the option to require the Company to
purchase any outstanding Securities, at the purchase price specified in
paragraph 6 of the Securities (each, a "Purchase Price") upon:

            (i) delivery to the Trustee by the Holder of a written notice of
      purchase (a "Purchase Notice") at any time from the opening of business on
      the date that is 20 Business Days prior to a Purchase Date until the close
      of business on the fifth Business Day preceding such Purchase Date,
      stating:

                  (A) if certificated, the certificate numbers of the Securities
            which the Holder shall deliver to be purchased;

                  (B) the portion of the Principal Amount at Maturity of the
            Securities which the Holder shall deliver to be purchased, which
            portion must be $1,000 in Principal Amount at Maturity or an
            integral multiple thereof;


                                       25
<PAGE>
                  (C) that such Securities shall be purchased as of the Purchase
            Date pursuant to the terms and conditions specified in paragraph 6
            of the Securities and in this Indenture; and

                  (D) with respect to the November 6, 2012, and November 6,
            2017, Purchase Dates, if the Company elects, pursuant to a Company
            Notice of Election, to pay the Purchase Price to be paid as of such
            Purchase Date, in whole or in part, in Common Stock but such portion
            of the Purchase Price shall ultimately be payable to such Holder in
            Cash because any of the conditions to the payment of the Purchase
            Price in Common Stock are not satisfied prior to the close of
            business on the Purchase Date, as set forth in Section 3.3(e),
            whether such Holder elects (x) to withdraw such Purchase Notice as
            to some or all (but in any event $1,000 in Principal Amount at
            Maturity or an integral multiple thereof) of the Securities to which
            such Purchase Notice relates (stating the Principal Amount at
            Maturity and certificate numbers, if the Securities are in
            certificated form, of the Securities as to which such withdrawal
            shall relate), or (y) to receive Cash in respect of the entire
            Purchase Price for all Securities (or portions thereof) to which
            such Purchase Notice relates; and

            (ii) delivery or book-entry transfer of such Security to the Paying
      Agent prior to, on or after the Purchase Date (together with all necessary
      endorsements) at the offices of the Paying Agent, such delivery or
      transfer being a condition to receipt by the Holder of the Purchase Price
      therefor; provided, however, that such Purchase Price shall be so paid
      pursuant to this Section 3.3 only if the Security so delivered or
      transferred to the Paying Agent shall conform in all respects to the
      description thereof in the related Purchase Notice.

            (b) Procedures.

            If a Holder fails to indicate in such Holder's Purchase Notice or
Fundamental Change Purchase Notice (and in any written notice of withdrawal of a
portion of a Holder's Securities previously submitted for purchase pursuant to a
Purchase Notice or Fundamental Change Purchase Notice), such Holder's choice
with respect to the election regarding a conditional withdrawal (in each case a
"Conditional Withdrawal") pursuant to the terms of clause (D) of Section
3.3(a)(i) or Section 3.2(c) such Holder shall be deemed to have elected to
receive Cash in respect of all Securities subject to such Purchase Notice or
Fundamental Change Purchase Notice in the circumstances set forth in Section
3.3(a)(i) (D) or Section 3.2(c).

            The Company shall purchase from the Holder thereof, pursuant to this
Section 3.3, a portion of such Holder's Securities if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000 if so
requested by the Holder. Provisions of this Indenture that apply to the purchase
of all of a Security also apply to the purchase of such portion of such
Security.

            Any purchase by the Company contemplated pursuant to the provisions
of Section 3.2 or this Section 3.3 shall be consummated by the delivery of the
consideration to be received


                                       26
<PAGE>
by the Holder promptly following the later of the Purchase Date and the time of
delivery or book-entry transfer of the Security.

            Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice or Fundamental Change
Purchase Notice contemplated by Section 3.2 or this Section 3.3(b) shall have
the right at any time prior to the close of business on the third Business Day
preceding the Purchase Date or Fundamental Change Purchase Date to withdraw such
Purchase Notice or Fundamental Change Purchase Notice (in whole or in part but
in any extent for $1,000 in Principal Amounts at Maturity or an integral
multiple thereof) by delivery of a written notice of withdrawal to the Paying
Agent in accordance with Section 3.3(a).

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

            (c) Company's Right to Elect Manner of Payment of Purchase Price.
The Company may elect to pay the Purchase Price or Fundamental Change Purchase
Price, as applicable, in respect of the Securities to be purchased pursuant to
Section 3.2 or Section 3.3 as of such Purchase Date or Fundamental Change
Purchase Date, in Cash or Common Stock, or in any combination of Cash and Common
Stock, subject to the conditions set forth in Sections 3.3(d) and (e). The
Company shall designate, in the Company Notice of Election delivered pursuant to
Section 3.3(f), whether the Company shall purchase the Securities for Cash or
Common Stock, or, if a combination thereof, the percentages of the Purchase
Price or Fundamental Change Purchase Price of Securities in respect of which it
shall pay in Cash and/or Common Stock; provided that the Company shall pay Cash
for fractional interests in Common Stock. For purposes of determining the
existence of potential fractional interests, all Securities subject to purchase
by the Company held by a Holder shall be considered together (no matter how many
separate certificates are to be presented). Each Holder whose Securities are
purchased pursuant to this Section 3.3 shall receive the same percentage of Cash
and/or Common Stock in payment of the Purchase Price or Fundamental Change
Purchase Price for such Securities, except (i) as provided in Section 3.3(e)
with regard to the payment of Cash in lieu of fractional interests in Common
Stock and (ii) in the event that the Company is unable to purchase the
Securities of a Holder or Holders for Common Stock because any necessary
qualifications or registrations of the Common Stock under applicable federal or
state securities laws cannot be obtained, the Company may purchase the
Securities of such Holder or Holders for Cash. Once the Company has given its
Company Notice of Election to Holders, the Company may not change its election
with respect to the consideration (or components or percentages of components
thereof) to be paid except pursuant to this Section 3.3(c) or Section 3.3(e).

            At least five Business Days before the Company Notice Date, the
Company shall deliver an Officers' Certificate to the Trustee specifying:

            (i) the manner of payment selected by the Company;

            (ii) the information required by Section 3.3(f);


                                       27
<PAGE>
            (iii) if the Company elects to pay the Purchase Price or Fundamental
      Change Purchase Price, or a specified percentage thereof, in Common Stock,
      that the conditions to such manner of payment set forth in Section 3.3(e)
      have been or shall be complied with; and

            (iv) whether the Company desires the Trustee to give the Company
      Notice of Election required by Section 3.3(f).

            (d) Purchase with Cash. At the option of the Company, the Purchase
Price or Fundamental Change Purchase Price of Securities in respect of which a
Purchase Notice or Fundamental Change Purchase Notice pursuant to Section 3.2 or
Section 3.3(a) has been given, or a specified percentage thereof, may be paid by
the Company with Cash equal to the aggregate Purchase Price or Fundamental
Change Purchase Price, or such specified percentage thereof, as the case may be,
of such Securities.

            (e) Payment by Issuance of Common Stock. At the option of the
Company, the Purchase Price of Securities in respect of which a Purchase Notice
pursuant to Section 3.3(a) has been given (but only with respect to a Purchase
Date occurring after November 7, 2007) or the Fundamental Change Purchase Price
of Securities in respect of which a Fundamental Change Purchase Notice has been
given pursuant to Section 3.2(c), or, in each case, a specified percentage
thereof, may be paid by the Company by the issuance of a number of shares of
Common Stock equal to the quotient obtained by dividing (x) the amount of Cash
to which the Holders would have been entitled had the Company elected to pay all
or such specified percentage, as the case may be, of the Purchase Price or
Fundamental Change Purchase Price of such Securities in Cash by (y) the Market
Price of a share of Common Stock.

            The Company shall not issue a fractional share of Common Stock in
payment of the Purchase Price or Fundamental Change Purchase Price. Instead the
Company shall pay Cash for the current market value of the fractional share. The
current market value of a fraction of a share shall be determined by multiplying
the Market Price by such fraction and rounding the product to the nearest whole
cent. It is understood that if a Holder elects to have more than one Security
purchased, the number of shares of Common Stock shall be based on the aggregate
amount of Securities to be purchased.

            Notwithstanding the foregoing, the Company's right to exercise its
election to purchase the Securities pursuant to Section 3.2 or Section 3.3
through the issuance of shares of Common Stock shall be conditioned upon:

            (i) the Company's having given timely Notice in accordance with
      Section 3.3(f) of its election to purchase all or a specified percentage
      of the Securities with Common Stock as provided herein;

            (ii) the listing of the Common Stock to be issued in respect of the
      Payment of the Purchase Price or the Fundamental Change Purchase Price on
      a national securities exchange or the approval for trading of such Common
      Stock for trading on the Nasdaq National Market.


                                       28
<PAGE>
            (iii) (A) (1) the registration of the shares of Common Stock to be
      issued in respect of the payment of the specified percentage of the
      Purchase Price or Fundamental Change Purchase Price under the Securities
      Act or (2) the issuance of the shares of Common Stock in an action which
      is exempt from the registration requirements of the Securities Act and
      which will not result in such shares of Common Stock being deemed
      "restricted securities" under the Securities Act or otherwise and (B) the
      registration of the shares of Common Stock under the Exchange Act, to the
      extent required thereby; and

            (iv) any necessary qualification or registration under applicable
      state securities laws or the availability of an exemption from such
      qualification and registration.

            (v) the receipt by the Trustee of an Officers' Certificate and an
      Opinion of Counsel each stating that (A) the terms of the issuance of the
      Common Stock are in conformity with this Indenture and (B) the shares of
      Common Stock to be issued by the Company in payment of the specified
      percentage of the Purchase Price or Fundamental Change Purchase Price in
      respect of Securities have been duly authorized and, when issued and
      delivered pursuant to the terms of this Indenture in payment of the
      specified percentage of the Purchase Price or Fundamental Change Purchase
      Price in respect of Securities, shall be validly issued, fully paid and
      nonassessable, and, to the best of such counsel's knowledge, free from
      preemptive rights, and in the case of such Officers' Certificate, stating
      that conditions (i), (ii) and (iii) above have been satisfied and, in the
      case of such Opinion of Counsel, stating that condition (ii) has been
      satisfied.

            Such Officers' Certificate shall also set forth the number of shares
of Common Stock to be issued for each $1,000 Principal Amount at Maturity of
Securities and the Sale Price of a share of Common Stock on each Trading Day
during the period during which the Market Price is calculated and ending on the
Purchase Date or Fundamental Change Purchase Date. The Company may elect to pay
the Purchase Price or Fundamental Change Purchase Price (or any portion thereof)
in Common Stock only if the information necessary to calculate the Market Price
is publicly reported. If any of the conditions set forth in this Section 3.3(e)
are not satisfied with respect to a Holder or Holders prior to or on the
Purchase Date or Fundamental Change Purchase Date and the Company elected to
purchase the Securities to be purchased as of such Purchase Date or Fundamental
Change Purchase Date pursuant to Section 3.2 or this Section 3.3 through the
issuance of shares of Common Stock, the Company shall pay the entire Purchase
Price or Fundamental Change Purchase Price in respect of such Securities of such
Holder or Holders in Cash.

            Upon determination of the actual number of shares of Common Stock
which the Holder of each $1,000 Principal Amount at Maturity of the Securities
shall receive, the Company shall provide notice of such determination.

            The Company may pay the Purchase Price (or any portion thereof) or
the Fundamental Change Purchase Price (or any portion thereof) in shares of
Common Stock only, if the information necessary to calculate the Market Price is
publicly available. If the foregoing conditions are not satisfied with respect
to a Holder or Holders prior to the close of business on the Purchase Date or
the Fundamental Change Purchase Date at the Company has elected to purchase the
Securities through the issuance of shares of Common Stock, the Company shall pay


                                       29
<PAGE>
the entire Purchase Price or Fundamental Change Purchase Price of the Securities
of such Holder or Holders in Cash.

            (f) Notice of Election. The Company notices of election to purchase
with Cash or Common Stock, or any combination thereof (each a "Company Notice of
Election"), shall be sent to the Holders (and to beneficial owners if required
by applicable law) at their addresses shown in the Security register maintained
by the Registrar, and delivered to the Trustee, not less than 20 Business Days
prior to the Purchase Date (the "Company Notice Date") or on or before the 30th
day after the occurrence of the Fundamental Change, as the case may be. Each
such Company Notice of Election shall state the manner of payment elected and
shall contain the following information.

            In the event the Company has elected to pay a Purchase Price or
Fundamental Change Purchase Price (or a specified percentage thereof) with
Common Stock, the Company Notice of Election shall:

            (i) state that each Holder shall receive Common Stock in respect of
      the specified percentage of the Purchase Price or Fundamental Change
      Purchase Price of the Securities held by such Holder (except any Cash
      amount to be paid in lieu of fractional shares);

            (ii) state that the total number of shares of Common Stock to be
      issued to Holders will be equal to the quotient obtained by dividing (x)
      the amount of cash to which the Holders would have been entitled had the
      Company elected to pay all or such specified percentage, as the case may
      be, of the Purchase Price or Fundamental Change Purchase Price of such
      Securities in cash by (y) the Market Price of a share of Common Stock;

            (iii) set forth the method of calculating the Market Price of the
      Common Stock; and

            (iv) state that because the Market Price of Common Stock will be
      determined prior to the Purchase Date or Fundamental Change Purchase Date,
      Holders will bear the market risk with respect to the value of the Common
      Stock to be received from the date such Market Price is determined to the
      Purchase Date.

            In any case, each Company Notice of Election shall include a form of
Purchase Notice or Fundamental Change Purchase Notice to be completed by a
Holder (in the form of Exhibit A-2 attached hereto) and shall state:

            (i) the Purchase Price or the Fundamental Change Purchase Price and
      the Conversion Rate;

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

            (iii) that Securities as to which a Purchase Notice or Fundamental
      Change Purchase Notice has been given may be converted only if the
      Purchase Notice or Fundamental Change Purchase Notice, as applicable has
      been withdrawn in accordance


                                       30
<PAGE>
      with the terms of this Indenture;

            (iv) that Securities must be surrendered to the Paying Agent to
      collect payment of the Purchase Price or Fundamental Change Purchase
      Price;

            (v) that the Purchase Price or Fundamental Change Purchase Price for
      any Security as to which a Purchase Notice has been given and not
      withdrawn shall be paid promptly following the later of the Purchase Date
      or Fundamental Change Purchase Date and the time of surrender of such
      Security as described in (iv);

            (vi) the procedures the Holder must follow under Section 3.2 and
      Section 3.3;

            (vii) briefly, the conversion rights of the Securities;

            (viii) that, unless the Company defaults in making payment of such
      Purchase Price or Fundamental Change Purchase Price, Accreted Value or
      interest, if any, on Securities covered by any Purchase Notice or
      Fundamental Change Purchase Notice (or interest, if the Securities have
      been converted into Semi-Annual Cash Pay Notes pursuant to Section 3.8 of
      this Indenture, if any) will cease to accrue on and after the Purchase
      Date or the Fundamental Change Purchase Date, as the case may be;

            (ix) the CUSIP or ISIN number of the Securities; and

            (x) the procedures for withdrawing a Purchase Notice or Fundamental
      Change Purchase Notice (including, without limitation, for a Conditional
      Withdrawal).

            At the Company's request and at the Company's expense, the Trustee
shall give the Company Notice of Election in the Company's name; provided,
however, that, in all cases, the text of the Company Notice of Election shall be
prepared by the Company.

            (g) Covenants of the Company. All shares of Common Stock delivered
upon purchase of the Securities shall be newly issued shares or treasury shares,
shall be fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim.

            The Company shall use its best efforts to cause to have listed or
quoted all shares of Common Stock to be issued to purchase Securities on each
U.S. national securities exchange or over-the-counter or other domestic market
on which the Common Stock is then listed or quoted.

            (h) Procedure upon Purchase. On or before 11:30 a.m. (New York City
time) on the Purchase Date or Fundamental Change Purchase Date, the Company
shall deposit with the Paying Agent, Cash (in respect of a Cash purchase under
Section 3.3(d) or for fractional interests), or shares of Common Stock, or a
combination thereof, as applicable in accordance with the relevant Company
Notice of Election, sufficient to pay the aggregate Purchase Price or
Fundamental Change Purchase Price of, and any accrued and unpaid interest with
respect to, the Securities to be purchased pursuant to Section 3.2 or Section
3.3. Payment of the Purchase Price or Fundamental Change Purchase Price for such
Security shall be made as soon as practicable following the later of the
Purchase Date or Fundamental Change Purchase Date or the time of


                                       31
<PAGE>
book-entry transfer or delivery of such Security. If the Company is delivering
Common Stock, the Company shall deliver to each Holder entitled to receive
Common Stock, through the Paying Agent, a certificate for the number of full
shares of Common Stock, as applicable, issuable in payment of such Purchase
Price or Fundamental Change Purchase Price. The Person in whose name the
certificate for Common Stock is registered shall be treated as a holder of
record on the Business Day following the Purchase Date or Fundamental Change
Purchase Date. Subject to Section 3.3(e), no payment or adjustment shall be made
for dividends on the Common Stock the Common Stock Record Date for which
occurred on or prior to the Purchase Date or Fundamental Change Purchase Date.
If the Paying Agent holds, in accordance with the terms of the Indenture, money
or securities sufficient to pay the Purchase Price or Fundamental Change
Purchase Price of such Security on the Business Day following the Purchase Date
or Fundamental Change Purchase Date, then, on and after such date, such Security
shall cease to be outstanding and Accreted Value and interest, if any, on such
Security shall cease to accrue, whether or not book-entry transfer of such
Security is made or such Security is delivered to the Paying Agent, and all
other rights of the Holder shall terminate (other than the right to receive the
Purchase Price or Fundamental Change Purchase Price upon delivery or transfer of
the Security).

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

            SECTION 3.4 FURTHER CONDITIONS FOR PURCHASE AT THE OPTION OF HOLDERS
UPON A FUNDAMENTAL CHANGE AND PURCHASE OF SECURITIES AT THE OPTION OF THE
HOLDER.

            (a) Effect of Purchase Notice or Fundamental Change Purchase Notice.
Upon receipt by the Company of the Purchase Notice or Fundamental Change
Purchase Notice specified in Section 3.3(a) or Section 3.2(c), as applicable,
the Holder of the Security in respect of which such Purchase Notice or
Fundamental Change Purchase Notice, as the case may be, was given shall (unless
such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as
specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price or Fundamental Change Purchase Price, as the case may
be, with respect to such Security. Such Purchase Price or Fundamental Change
Purchase Price shall be paid to such Holder promptly following the later of (x)
the Purchase Date or the Fundamental Change Purchase Date, as applicable, with
respect to such Security (provided the conditions in Section 3.3(a) or Section
3.2(c), as applicable, have been satisfied) and (y) the time of delivery or
book-entry transfer of such Security to the Paying Agent by the Holder thereof
in the manner required by Section 3.3(a) or Section 3.2(c), as applicable.
Securities in respect of which a Purchase Notice or Fundamental Change Purchase
Notice, as the case may be, has been given by the Holder thereof may not be
converted for shares of Common Stock on or after the date of the delivery of
such Purchase Notice (or Fundamental Change Purchase Notice, as the case may
be),


                                       32
<PAGE>
unless such Purchase Notice (or Fundamental Change Purchase Notice, as the case
may be) has first been validly withdrawn as specified in the following two
paragraphs.

            A Purchase Notice or Fundamental Change Purchase Notice, as the case
may be, may be withdrawn by means of a written notice of withdrawal delivered to
the office of the Paying Agent at any time prior to the close of business on the
third Business Day preceding Purchase Date or the Fundamental Change Purchase
Date, as the case may be, to which it relates specifying:

            (a) if certificated, the certificate numbers of the Securities in
      respect of which such notice of withdrawal is being submitted;

            (b) the Principal Amount at Maturity of the Securities with respect
      to which such notice of withdrawal is being submitted; and

            (c) the Principal Amount at Maturity, if any, of the Securities
      which remain subject to the original Purchase Notice or Fundamental Change
      Purchase Notice, as the case may be, and which has been or shall be
      delivered for purchase by the Company.

            A written notice of withdrawal of a Purchase Notice or Fundamental
Change Purchase Notice may be in the form of (i) a Conditional Withdrawal or
(ii) a written notice of withdrawal containing the information set forth in the
preceding paragraph and delivered to the Paying Agent as set forth in the
preceding paragraph.

            There shall be no purchase of any Securities pursuant to Section 3.2
or Section 3.3 (other than through the issuance of Common Stock in payment of
the Purchase Price or Fundamental Purchase Price, including Cash in lieu of any
fractional shares) or redemption pursuant to Section 3.2 if there has occurred
prior to, on or after, as the case may be, the giving, by the Holders of such
Securities, of the required Purchase Notice (or Fundamental Change Purchase
Notice, as the case may be) and is continuing an Event of Default (other than an
Event of Default that is cured by the payment of the Purchase Price or
Fundamental Change Purchase Price, as the case may be). The Paying Agent will
promptly return to the respective Holders thereof any Securities (x) with
respect to which a Purchase Notice or Fundamental Change Purchase Notice, as the
case may be, has been withdrawn in compliance with this Indenture, or (y) held
by it during the continuance of an Event of Default (other than an Event of
Default that is cured by the payment of the Purchase Price or Fundamental Change
Purchase Price, as the case may be), in which case, upon such return, the
Purchase Notice or Fundamental Change Purchase Notice with respect thereto shall
be deemed to have been withdrawn.

            (b) Deposit of Purchase Price or Fundamental Change Purchase Price.
On or before 11:30 a.m. (New York City time) on a Purchase Date or a Fundamental
Change Purchase Date, as the case may be, the Company shall deposit with the
Trustee or with the Paying Agent (or, if the Company or an Affiliate of the
Company is acting as the Paying Agent, shall segregate and hold in trust) an
amount of money and/or Common Stock, if permitted hereunder, sufficient to pay
the aggregate Purchase Price or Fundamental Change Purchase Price, as the case
may be, of all the Securities or portions thereof which are to be purchased as
of such Purchase Date or Fundamental Change Redemption Date, as the case may be.


                                       33
<PAGE>
            (c) Securities Purchased in Part. Any Security that is to be
purchased only in part shall be surrendered at the office of the Paying Agent
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and in the event the Securities are in physical form, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge, a new Security or Securities,
of any authorized denomination as requested by such Holder in aggregate
Principal Amount at Maturity equal to, and in exchange for, the portion of the
Principal Amount at Maturity of the Security so surrendered which is not
purchased or redeemed.

            (d) Covenant to Comply with Securities Laws upon Purchase of
Securities. In connection with any offer to purchase Securities under Section
3.2 or 3.3, the Company shall (i) comply with Rules 13e-4, 14e-1 (which terms,
as used herein, include any successor provision thereto) under the Exchange Act,
if then applicable and any other tender offer rules under the Exchange Act which
may then be applicable; (ii) file the related Schedule TO (or any successor
schedule, form or report) under the Exchange Act, if so required; and (iii)
otherwise comply with all federal and state securities laws so as to permit the
rights and obligations under Sections 3.2 and 3.3 to be exercised in the time
and in the manner specified in Sections 3.2 and 3.3.

            (e) Repayment to the Company. The Trustee and the Paying Agent shall
return to the Company any Cash or shares of Common Stock that remain unclaimed
as provided in paragraph 13 of the Securities, together with interest that the
Trustee has agreed to pay, if any, or dividends, if any, paid thereon while such
shares are held by the Trustee or the Paying Agent, held by them for the payment
of a Purchase Price or Fundamental Change Purchase Price, as the case may be;
provided, however, that to the extent that the aggregate amount of Cash or
shares of Common Stock deposited by the Company pursuant to Section 3.4(b)
exceeds the aggregate Purchase Price or Fundamental Change Purchase Price, as
the case may be, of the Securities or portions thereof which the Company is
obligated to purchase as of the Purchase Date or Fundamental Change Purchase
Date, as the case may be, then promptly after the Business Day following the
Purchase Date or Fundamental Change Purchase Date, as the case may be, the
Trustee and the Paying Agent shall return any such excess to the Company
together with interest, if any, that the Trustee has agreed to pay, if any, or
dividends, if any, paid thereon while such Cash or shares are held by the
Trustee or the Paying Agent.

            SECTION 3.5 CONVERSION OF SECURITIES.

            (a) Right to Convert. A Holder of a Security may convert such
Security for Common Stock at any time during which the conditions stated in
paragraph 8 of the Securities are met. The number of shares of Common Stock
issuable upon conversion of a Security per $1,000 of Principal Amount at
Maturity (the "Conversion Rate") shall be that set forth in paragraph 8 in the
Securities, subject to adjustment as herein set forth.

            A Holder may convert a portion of the Principal Amount at Maturity
of a Security if the portion is $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to conversion of all of a Security also
apply to conversion of a portion of a Security.


                                       34
<PAGE>
            (b) Conversion Procedures. A Holder may convert a Security at any
time from and after the time at which any of the conditions described in
paragraph 8 of the Securities have been met, provided that the Holder fulfills
the following requirements: (1) complete and manually sign the conversion notice
on the back of the Security (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent at the office maintained
by the Conversion Agent for such purpose; (2) surrender the Security to the
Conversion Agent; (3) furnish appropriate endorsements and transfer documents if
required by the Conversion Agent, the Company or the Trustee; and (4) pay any
transfer or similar tax, if required. The date on which the Holder of Securities
satisfies all those requirements is the conversion date (the "Conversion Date").
Except as provided in Section 3.6, as soon as practicable, but in no event later
than the fifth Business Day following the Conversion Date, the Company shall
deliver to the Holder, through the Conversion Agent, a certificate for the
number of full shares of Common Stock issuable upon the conversion and Cash in
lieu of any fractional share determined pursuant to Section 3.5(c). If shares of
Common Stock are to be delivered as consideration pursuant to this Section 3.5
or Section 3.6, then the person in whose name the certificate representing the
shares of Common Stock issuable upon conversion is registered shall be treated
as a stockholder of record on and after the Conversion Date; provided, however,
that no surrender of a Security on any date when the stock transfer books of the
Company shall be closed shall be effective to constitute the person or persons
entitled to receive the shares of Common Stock upon such conversion as the
record holder or holders of such shares of Common Stock on such date, but such
surrender shall be effective to constitute the person or persons entitled to
receive such shares of Common Stock as the record holder or holders thereof for
all purposes at the close of business on the next succeeding day on which such
stock transfer books are open; such conversion shall be at the Conversion Rate
in effect on the date that such Security shall have been surrendered for
conversion, as if the stock transfer books of the Company had not been closed.
Upon conversion of a Security, such person shall no longer be a Holder of such
Security.

            No payment or adjustment shall be made for dividends on or other
distributions with respect to any Common Stock except as provided in Section
3.7. On conversion of a Security, that portion of Accreted Value (or interest,
if the Company has exercised its option to convert the Securities to Semi-Annual
Cash Pay Notes pursuant to Section 3.9) attributable to the period from the
Issue Date of the Security (or if the Company has exercised its option to
convert the Securities to Semi-Annual Cash Pay Notes pursuant to Section 3.9 the
later of (x) the date of such exercise and (y) the date on which interest was
last paid) to the Conversion Date shall not be canceled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of the Common Stock (together with the Cash payment, if any, in
lieu of fractional shares) in exchange for the Security being converted and the
fair market value of such shares of Common Stock (together with any such Cash
payment in lieu of fractional shares) shall be treated as issued, to the extent
thereof, first in exchange for Accreted Value (or interest, if the Company has
exercised its option to convert the Securities to Semi-Annual Cash Pay Notes
pursuant to Section 3.9) accrued through the Conversion Date, and the balance,
if any, of such fair market value of such Common Stock (and any such Cash
Payment) shall be treated as issued in exchange for the Issue Price of the
Security being converted pursuant to the provisions hereof.


                                       35
<PAGE>
            If a Holder converts more than one Security at the same time, the
number of shares of Common Stock issuable upon the conversion shall be based on
the total Principal Amount at Maturity of the Securities converted.

            Upon surrender of a Security that is converted in part, the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder, a
new Security in an authorized denomination equal in Principal Amount at Maturity
(or the Restated Principal Amount, if applicable) to the unconverted portion of
the Security surrendered.

            If the last day on which a Security may be converted is not a
Business Day the Security may be surrendered to the Conversion Agent on the next
succeeding day that is a Business Day.

            (c) Cash Payments in Lieu of Fractional Shares. The Company shall
not issue fractional shares of Common Stock upon conversion of a Security, but
shall instead deliver an amount in Cash equal to the current market value of any
fractional share, determined to the nearest 1/10,000th of a share by multiplying
the Sale Price of a full share of Common Stock on the Trading Day immediately
preceding the Conversion Date by the fractional amount involved in a given
conversion and rounding the product to the nearest whole cent. If a Holder
converts more than one Security at the same time, the amount of cash paid for
the current market value of the fractional share upon the conversion shall be
based on the total Principal Amount at Maturity of the Securities converted.

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

            (e) Company to Provide Stock. The Company shall, prior to issuance
of any Securities hereunder, and from time to time as may be necessary, reserve
out of its authorized but unissued Common Stock a sufficient number of shares of
Common Stock to permit the conversion of the Securities. All shares of Common
Stock delivered upon conversion of the Securities shall be newly issued shares
or treasury shares, shall be duly and validly issued and fully paid and
nonassessable and shall be free from preemptive rights and free of any lien or
adverse claim. The Company shall endeavor promptly to comply with all federal
and state securities laws regulating the offer and delivery of shares of Common
Stock upon the conversion of Securities, if any, and shall cause to have listed
or quoted all such shares of Common Stock on each U.S. national securities
exchange or over-the-counter or other domestic market on which the Common Stock
is listed or quoted at the time of conversion.


                                       36
<PAGE>
            SECTION 3.6 CASH CONVERSION OPTION.

            If a Holder elects to convert all or any portion of a Security into
shares of Common Stock as set forth in Section 3.5, the Company may choose to
satisfy all or any portion of its conversion obligation (the "Conversion
Obligation") in Cash. If the Company elects to satisfy all or any portion of its
Conversion Obligation in cash at any time other than following the delivery of a
Notice of Redemption or within 20 days of the Stated Maturity, the Company will
notify such Holder through the Trustee of the dollar amount to be satisfied in
Cash (which must be expressed either as 100% of the Conversion Obligation or as
a fixed dollar amount) at any time on or before the date that is two Business
Days following receipt of written notice of conversion as specified in Section
3.5 (such period, the "Cash Settlement Notice Period"). If the Company elects to
pay Cash for any portion of the shares otherwise issuable to the Holder, the
Holder may retract the conversion notice at any time during the two Business Day
period beginning on the day after the final day of the Cash Settlement Notice
Period (a "Conversion Retraction Period"); no such retraction can be made (and a
conversion notice shall be irrevocable) if the Company does not elect to deliver
Cash in lieu of shares (other than Cash in lieu of fractional shares). If the
conversion notice has not been retracted, then settlement (in Cash and/or
shares) will occur on the Business Day following the final day of the 10 Trading
Day period beginning on the day after the final day of the Conversion Retraction
Period (the "Cash Settlement Averaging Period"). Settlement amounts will be
computed as follows:

            (i) if the Company elects to satisfy the entire Conversion
      Obligation in shares of Common Stock, the Company will deliver to such
      Holder a number of shares equal to (1) the aggregate original principal
      amount at maturity of the Securities to be converted divided by 1,000,
      multiplied by (2) the Conversion Rate;

            (ii) if the Company elects to satisfy the entire Conversion
      Obligation in Cash, the Company will deliver to such Holder Cash in an
      amount equal to the product of:

                  (A) a number equal to (x) the aggregate original Principal
            Amount at Maturity of Securities to be converted divided by 1,000,
            multiplied by (y) the Conversion Rate, and

                  (B) the average Sales Price of the Common Stock during the
            Cash Settlement Averaging Period on the New York Stock Exchange; and

            (iii) if the Company elects to satisfy a fixed portion (other than
      100%) of the Conversion Obligation in Cash, the Company will deliver to
      such Holder such Cash amount ("Cash Amount") and a number of shares equal
      to the excess, if any, of the number of shares calculated as set forth in
      clause (i) above over the number of shares equal to the sum, for each day
      of the Cash Settlement Averaging Period, of (x) the pro rated portion of
      the Cash Amount for such day divided by (y) the average Sale Price of the
      Common Stock on such day.

            Notwithstanding the foregoing, a Security in respect of which a
Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice
exercising such Holder's option to require the Company to repurchase such
Security may be converted as described in


                                       37
<PAGE>
Section 3.5 or this Section 3.6 only if such notice of exercise is withdrawn in
accordance with Section 3.3 hereof.

            If a Holder elects to convert all or any portion of a Security into
shares of Common Stock after the Company has delivered a Notice of Redemption or
within 20 days of the Stated Maturity, the Company may choose to satisfy all or
any portion of the Conversion Obligation in Cash provided the Company notifies
such Holder through the Trustee of the dollar amount to be satisfied in cash
(which must be expressed either as 100% of the Conversion Obligation or as a
fixed dollar amount) at any time on or before the date that is 20 days prior to
Stated Maturity or Redemption Date. Settlement amounts will be computed in the
same manner as set forth in (a) above except that the "Cash Settlement Averaging
Period" shall be the 10 Trading Day period beginning on the day after the Stated
Maturity or Redemption Date, as the case may be. Settlement (in Cash and/or
shares) will occur on the Business Day following the final day of such Cash
Settlement Averaging Period.

            SECTION 3.7 ADJUSTMENTS TO CONVERSION RATE.

            The Conversion Rate shall be adjusted from time to time by the
Company as follows:

            (a) In case the Company shall (i) pay a dividend, or make a
distribution, on its Common Stock payable in shares of Common Stock or other
Capital Stock of the Company or its Subsidiaries; (ii) subdivide its outstanding
Common Stock into a greater number of shares; or (iii) combine its outstanding
Common Stock into a smaller number of shares, the Conversion Rate in effect
immediately prior thereto shall be adjusted so that the Holder of any Security
thereafter surrendered for conversion shall be entitled to receive the number of
shares of Common Stock which such Holder would have owned or have been entitled
to receive after the happening of any of the events described above had such
Security been converted immediately prior to the happening of such event. If any
dividend or distribution of the type described in clause (i) above is not so
paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate
which would then be in effect if such dividend or distribution had not been
declared. An adjustment made pursuant to this Section 3.7 shall become effective
immediately after the relevant Common Stock Record Date in the case of a
dividend and shall become effective immediately after the relevant effective
date in the case of a subdivision or combination.

            (b) In case the Company shall issue rights or warrants to all
holders of any class or series of its Common Stock entitling them (for a period
expiring within 60 days after the date fixed for determination of stockholders
entitled to receive such rights or warrants) to subscribe for or purchase Common
Stock at a price per share less than the Sale Price per share of Common Stock on
the day preceding the date of announcement of the Common Stock Record Date for
the determination of stockholders entitled to receive such rights or warrants,
the Conversion Rate in effect immediately prior to the date of the issuance of
such rights or warrants shall be adjusted by multiplying such Conversion Rate by
a fraction of which the numerator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights or warrants plus the number
of additional shares of Common Stock offered for subscription or purchase, and
of which the denominator shall be the number of shares of Common Stock
outstanding on the date


                                       38
<PAGE>
of issuance of such rights or warrants plus the number of shares which the
aggregate exercise price of the total number of rights or warrants so offered
would purchase at such Sale Price. Such an adjustment shall be made whenever any
such rights or warrants are issued, and shall become effective immediately after
the opening of business on the day following the Common Stock Record Date for
the determination of the stockholders entitled to receive such rights or
warrants. To the extent that shares of Common Stock are not delivered after the
expiration of such rights or warrants, the Conversion Rate shall be readjusted
to the Conversion Rate which would have been in effect had the adjustments made
upon the issuance of such rights or warrants been made on the basis of delivery
of only the number of shares of Common Stock actually delivered. If such rights
or warrants are not so issued, the Conversion Rate shall revert to the
Conversion Rate which would be in effect if such Common Stock Record Date for
the determination of stockholders entitled to receive such rights or warrants
had not been fixed. In determining whether any rights or warrants entitle the
holders to subscribe for or purchase shares of Common Stock at a price that is
less than Sale Price, and in determining the aggregate offering price of such
shares of Common Stock, the value of any consideration (if other than Cash, to
be determined by the Board of Directors) received by the Company for such rights
or warrants shall be taken into account.

            (c) In case the Company shall, by dividend or otherwise, distribute
to all holders of its Common Stock (excluding any distribution in connection
with the liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary) any evidences of its indebtedness or assets (other
than Cash) or rights or warrants to subscribe for or purchase any of its
securities (excluding those referred to in Section 3.7(b)) (any of the foregoing
hereinafter in this Section 3.7(c) called the "Distributed Securities"), then,
the Conversion Rate in effect immediately prior to the date of such distribution
shall be adjusted by multiplying such Conversion Rate by a fraction of which the
numerator shall be the Market Price per share of the Common Stock on the
relevant Common Stock Record Date (as described below), and the denominator
shall be the Market Price per share of the Common Stock on such Common Stock
Record Date less the fair market value (as so determined by the Board of
Directors, whose determination shall be conclusive, and described in a
resolution of the Board of Directors) on such Common Stock Record Date of the
Distributed Securities so distributed with respect to one share of Common Stock.
Such adjustment shall become effective immediately after the Common Stock Record
Date for the determination of stockholders entitled to receive such
distribution. Notwithstanding the foregoing, in the event (a) the fair market
value (as so determined) of the portion of the Distributed Securities so
distributed applicable to one share of Common Stock is equal to or greater than
the Market Price of the Common Stock on the Common Stock Record Date or (b) such
Market Price exceeds the fair market value of such Distributed Securities by
less than $1.00, in lieu of the foregoing adjustment, adequate provision shall
be made so that each Holder shall have the right to receive upon conversion the
amount of Distributed Securities such Holder would have received had such Holder
converted each Security on such Common Stock Record Date. In the event that such
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to the Conversion Rate which would then be in effect if such distribution had
not been declared. If the Board of Directors determines the fair market value of
any distribution for purposes of this Section 3.7(c) by reference to the actual
or when-issued trading market for any securities, it must in doing so consider
the prices in such market on the same day used in computing the Sale Price of
the Common Stock.


                                       39
<PAGE>
            Notwithstanding the foregoing provisions of this Section 3.7(c), no
adjustment shall be made hereunder for any distribution of Distributed
Securities if the Company makes proper provision so that each Holder of a
Security who converts such Security (or any portion thereof) after the Common
Stock Record Date for such distribution shall be entitled to receive upon such
conversion, in addition to the shares of Common Stock issuable upon such
conversion, the amount and kind of Distributed Securities that such Holder would
have been entitled to receive if such Holder had, immediately prior to such
Common Stock Record Date, converted such Security for Common Stock; provided
that, with respect to any Distributed Securities that are convertible,
exchangeable or exercisable, the foregoing provision shall apply only to the
extent (and so long as) the Distributed Securities receivable upon conversion of
such Security would be convertible, exchangeable or exercisable, as applicable,
without any loss of rights or privileges for a period of at least 60 days
following conversion of such Security.

            Upon conversion of the Securities the Holders shall receive, in
addition to the Common Stock issuable upon such conversion, any rights issued
under any future stockholder rights plan the Company implements (notwithstanding
the occurrence of an event causing such rights to separate from the Common Stock
at or prior to the time of conversion).

            (d) In case the Company shall, by dividend or otherwise, distribute
to all holders of any class of its Common Stock Cash (excluding any Cash that is
distributed upon a merger or consolidation to which Section 3.8(f) applies) in
an aggregate amount per share that, combined together with (i) the aggregate
amount per share of any other such distributions to all holders of any class of
its Common Stock made exclusively in Cash within the 12 months preceding the
date of payment of such distribution, and in respect of which no adjustment
pursuant to this Section 3.7(d) has been made, and (ii) the aggregate amount per
share of any Cash plus the fair market value (as so 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 payable in
respect of any tender offer by the Company for all or any portion of any class
of its Common Stock concluded within the 12 months preceding the date of payment
of such distribution, and in respect of which no adjustment pursuant to Section
3.7(e) has been made, exceeds 15% of the Sale Price of the Common Stock on the
day preceding the date of declaration of such dividend or distribution, then,
and in each such case, immediately after the close of business on such date, the
Conversion Rate in effect immediately prior to the Common Stock Record Date
shall be adjusted by multiplying such Conversion Rate by a fraction of which the
numerator shall be the Market Price per share of the Common Stock and the
denominator shall be the Market Price of the Common Stock less the amount of
Cash and the fair market value (as so determined) of such other consideration so
distributed (and not excluded as provided above) applicable to one share of
Common Stock, such increase to be effective immediately prior to the opening of
business on the day following the Common Stock Record Date; provided that, if
the portion of the Cash so distributed applicable to one share of Common Stock
is (i) equal to or greater than the Market Price of the Common Stock on the day
preceding the date of declaration of such dividend or distribution or (ii) the
Market Price of the Common Stock on the day preceding the date of declaration of
such dividend or distribution is greater than the fair market value of the
consideration distributed pursuant to Section 3.7(e) by less than $1.00, then,
in lieu of the foregoing adjustment, adequate provision shall be made so that
each Holder shall have the right to receive upon conversion, in addition to the
shares of Common Stock, such Cash and other consideration the Holder would have
received had such Holder converted such Security


                                       40
<PAGE>
immediately prior to such Common Stock Record Date. If such dividend or
distribution is not so paid or made, the Conversion Rate shall revert to the
Conversion Rate that would have been in effect if such dividend or distribution
had not been declared. If any adjustment is required to be made as set forth in
this Section 3.7(d) as a result of a distribution that is a quarterly dividend,
such adjustment shall be based upon the amount by which such distribution
exceeds the amount of the quarterly cash dividend permitted to be excluded
pursuant hereto. If an adjustment is required to be made as set forth in this
Section 3.7(d) as a result of a distribution that is not a quarterly dividend,
such adjustment shall be based upon the full amount of the distribution.

            (e) In case a tender offer made by the Company or any of its
Subsidiaries for all or any portion of any class of its Common Stock expires and
such tender offer (as amended upon the expiration thereof) requires the payment
to stockholders (based on the acceptance (up to any maximum specified in the
terms of the tender offer) of purchased shares) of an aggregate consideration
having a fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the Board of
Directors) that, combined together with (a) the aggregate of the Cash plus the
fair market value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of Directors), as
of the expiration of a tender offer, of consideration payable in respect of any
other tender offers by the Company or any of its Subsidiaries for all or any
portion of any class of the Common Stock expiring within the 12 months preceding
the expiration of such tender offer and in respect of which no adjustment
pursuant to this Section 3.7(e) has been made, and (b) the aggregate amount of
any distributions to all holders of the Common Stock made exclusively in Cash
within 12 months preceding the expiration of such tender offer and in respect of
which no adjustment pursuant to Section 3.7(d) has been made (except as excluded
by the first parenthetical phrase thereof), exceeds 15% of the product of the
Market Price (determined as provided herein) as of the last time (the
"Expiration Time") tenders could have been made pursuant to such tender offer
(as it may be amended) and the number of shares of Common Stock outstanding
(including any tendered shares) at the Expiration Time, then, and in each such
case, immediately prior to the opening of business on the Trading Day next
succeeding the Expiration Time, the Conversion Rate in effect immediately prior
to such time shall be adjusted by multiplying such Conversion Rate by a fraction
of which the numerator shall be the sum of (x) the fair market value (determined
as described above) of the aggregate consideration payable to stockholders based
on the acceptance (up to any maximum specified in the terms of the tender or
exchanged offer) of all shares validly tendered or exchanged and not withdrawn
as of the Expiration Time (the shares deemed so accepted, up to any such
maximum, being referred to as the "Purchased Shares") and (y) the product of the
number of shares of Common Stock outstanding (less any Purchased Shares) at the
Expiration Time and the Market Price of the Common Stock on the Trading Day next
succeeding the Expiration Time and the denominator shall be the number of shares
of Common Stock outstanding (including any Purchased shares) on the Expiration
Time multiplied by the Market Price of the Common Stock on the Trading Day next
succeeding the Expiration Time. If the Company is obligated to purchase shares
pursuant to any such tender offer, but the Company is permanently prevented by
applicable law from effecting any such purchases or all such purchases are
rescinded, the Conversion Rate shall revert to the Conversion Rate which would
have been in effect if such tender offer had not been made.


                                       41
<PAGE>
            (f) For purposes of this Section 3.7, 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 shall not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

            SECTION 3.8 MISCELLANEOUS PROVISIONS RELATING TO CONVERSION.

            (a) When Adjustment May be Deferred. No adjustment in the Conversion
Rate need be made unless the adjustment would require an increase or decrease of
at least 1% in the Conversion Rate then in effect; provided that any adjustment
that would otherwise be required to be made shall be carried forward and taken
into account in any subsequent adjustment. Except as stated in Section 3.7, the
Conversion Rate will not be adjusted for the issuance of Common Stock or any
securities convertible into or exchangeable for Common Stock or carrying the
right to purchase any of the foregoing. Any adjustments that are made shall be
carried forward and taken into account any subsequent adjustment. All
calculations under Section 3.7 shall be made to the nearest cent or to the
nearest 1/10,000th of a share, as the case may be.

            (b) When No Adjustment Required. No adjustment need be made for
rights to purchase Common Stock pursuant to a Company plan for reinvestment of
dividends or interest. No adjustment need be made for a change in the par value
or no par value of the Common Stock. To the extent the Securities become
convertible into cash, assets, property or securities (other than Capital Stock
of the Company), no adjustment need be made thereafter as to the cash, assets,
property or such securities. Interest shall not accrue on the Cash.

            No adjustment need be made for a transaction referred to in Section
3.7(a), (b), (c), (d) or (e) if Holders are to participate in the transaction
(without exercising their conversion option) on a basis and with notice that the
Board of Directors determines to be fair and appropriate in light of the basis
and notice on which holders of Common Stock participate in the transaction. Such
participation by Holders may include participation in the transaction upon
conversion of their Security by the Holder provided that an adjustment shall be
made at such time as the Holder is not entitled to participate on the basis
described in the prior sentence.

            (c) Notice of Adjustment. Whenever the Conversion Rate is adjusted,
the Company shall promptly provide to Holders a notice of the adjustment. The
Company shall file with the Trustee and the Conversion Agent such notice. The
certificate shall, absent manifest error, be conclusive evidence that the
adjustment is correct. Neither the Trustee nor any Conversion Agent shall be
under any duty or responsibility with respect to any such certificate except to
exhibit the same to any Holder desiring inspection thereof.

            (d) Voluntary Increase. The Company may make such increases in the
Conversion Rate, in addition to those required by Section 3.7, as the Board of
Directors considers advisable to avoid or diminish any income tax to holders of
Common Stock or rights to purchase Common Stock resulting from any dividend or
distribution of stock (or rights to acquire stock) or from any event treated as
such for income tax purposes. To the extent permitted by applicable law, the
Company may from time to time increase the Conversion Rate by any


                                       42
<PAGE>
amount for any period of time if the Board of Directors shall have made a
determination that such increase would be in the best interests of the Company,
which determination shall be conclusive. Whenever the Conversion Rate is so
increased, the Company shall mail to Holders and file with the Trustee and the
Conversion Agent a notice of such increase. Neither the Trustee nor any
Conversion Agent shall be under any duty or responsibility with respect to any
such certificate except to exhibit the same to any Holder desiring inspection
thereof. The Company shall mail the notice at least 15 days before the date the
increased Conversion Rate takes affect. The Notice shall state the increased
Conversion Rate and the period it shall be in effect.

            (e) Notice to Holders Prior to Certain Actions. In case:

            (i) the Company shall take any action that would require an
      adjustment in the Conversion Rate pursuant to Section 3.7(a), (b), (c),
      (d) or (e) (unless no adjustment is to occur pursuant to Section 3.8(b) or
      Section 3.8(f)); or;

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

               the Company shall cause to be filed with the Trustee and to be
               provided to Holders of Securities, as promptly as possible but in
               any event at least 15 days prior to the applicable date
               hereinafter specified, a notice stating (x) the date on which a
               record is to be taken for the purpose of such dividend,
               distribution or rights or warrants, or, if a record is not to be
               taken, the date as of which the holders of Common Stock of record
               to be entitled to such dividend, distribution, or rights or
               warrants are to be determined or (y) the date on which such
               reclassification, consolidation, merger, sale, transfer,
               dissolution, liquidation or winding-up is expected to become
               effective or occur, and the date as of which it is expected that
               holders of Common Stock of record shall be entitled to exchange
               their Common Stock for securities or other property deliverable
               upon such reclassification, consolidation, merger, sale,
               transfer, dissolution, liquidation or winding-up. Failure to give
               such Notice, or any defect therein, shall not affect the legality
               or validity of such dividend, distribution, reclassification,
               consolidation, merger, sale, transfer, dissolution, liquidation
               or winding-up.

            (f) Effect of Reclassification, Consolidation, Merger or Sale. If
any of the following events occur, namely (i) any reclassification or change of
outstanding shares of Common Stock (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of
a subdivision or combination); (ii) any consolidation, merger or combination of
the Company with another corporation as a result of which holders of Common
Stock shall be entitled to receive stock, securities or other property or assets
(including Cash) with respect to or in exchange for such Common Stock; or (iii)
any sale or conveyance of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation as a result of which
holders of Common Stock shall be entitled to receive stock, securities or other
property or assets (including Cash) with respect to or in exchange for such
Common Stock, then the Company or the successor or purchasing corporation, as
the case may be, shall execute with the Trustee a supplemental indenture,
providing that each Security shall be


                                       43
<PAGE>
convertible into the kind and amount of shares of stock and other securities or
property or assets (including Cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance by a holder of a
number of shares of Common Stock issuable upon conversion of such Securities
immediately prior to such reclassification, change, consolidation, merger,
combination, sale or conveyance. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 3.8(f).

            The Company shall cause notice of the execution of such supplemental
indenture to be provided to Holders of Securities, within 20 days after
execution thereof. Failure to deliver such notice shall not affect the legality
or validity of such supplemental indenture.

            The above provisions of this Section shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

            If this Section 3.8(f) applies to any event or occurrence, Section
3.7 shall not apply.

            (g) Responsibility of Trustee. The Trustee and any other Conversion
Agent shall not at any time be under any duty or responsibility to any Holder of
Securities to either calculate the Conversion Rate or determine whether any
facts exist which may require any adjustment of the Conversion Rate, or with
respect to the nature or extent or calculation 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 and shall be protected in
relying upon an Officer's Certificate with respect to the same. The Trustee and
any other Conversion Agent shall not 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, which may at any time be issued or delivered upon the
conversion of any Security and the Trustee and any other Conversion Agent make
no representations with respect thereto. Subject to the provisions of Article
VII of this Indenture, neither the Trustee nor any Conversion Agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property or
Cash upon the surrender of any Security for the purpose of conversion or to
comply with any of the duties, responsibilities or covenants of the Company
contained in this Section. Without limiting the generality of the foregoing,
neither the Trustee nor any Conversion Agent shall be under any responsibility
to determine the correctness of any provisions contained in any supplemental
indenture entered into pursuant to Section 3.8(f) relating either to the kind or
amount of shares of stock or securities or property (including Cash) receivable
by Holders upon the conversion of their Securities after any event referred to
in such Section 3.8(f) or to any adjustment to be made with respect thereto,
but, subject to the provisions of Article VII of this Indenture, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officer's Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

            (h) Simultaneous Adjustments. In the event that Sections 3.7 and 3.8
require adjustments to the Conversion Rate under more than one of Section
3.7(a), (b), (c) or (d), and the Common Stock Record Dates for the distributions
giving rise to such adjustments shall occur on


                                       44
<PAGE>
the same date, then such adjustments shall be made by applying, first, the
provisions of Section 3.7(c), second, the provisions of Section 3.7(d), third,
the provisions of Section 3.7(a), and fourth, the provisions of Section 3.7(b).

            (i) Successive Adjustments. After an adjustment to the Conversion
Rate under Sections 3.7 or 3.8, any subsequent event requiring an adjustment
under Sections 3.7 or 3.8 shall cause an adjustment to the Conversion Rate as so
adjusted.

            (j) General Considerations. Whenever successive adjustments to the
Conversion Rate are called for pursuant to Sections 3.7 or 3.8, such adjustments
shall be made to the Sale Price or Market Price as may be necessary or
appropriate to effectuate the intent of Sections 3.5, 3.6, 3.7 or 3.8 and to
avoid unjust or inequitable results as determined in good faith by the Board of
Directors.

            SECTION 3.9 OPTIONAL CONVERSION TO SEMI-ANNUAL CASH PAY NOTE UPON
TAX EVENT.

            From and after (i) the date (the "Tax Event Date") of the occurrence
of a Tax Event and (ii) the date the Company exercises its option set forth in
this Section 3.9, whichever is later (the "Option Exercise Date"), at the option
of the Company, cash interest in lieu of future Accreted Value shall accrue at
the rate of 1.250% per annum on a restated principal amount per $1,000 original
Principal Amount at Maturity (the "Restated Principal Amount") equal to its
Accreted Value on the Option Exercise Date and shall be payable semi-annually on
May 6 and November 6 of each year (each an "Interest Payment Date") to holders
of record at the close of business on October 15 and April 15 and (each a
"Regular Record Date") immediately preceding such Interest Payment Date.
Interest will be computed on the basis of a 360-day year comprising twelve
30-day months and will accrue from the most recent date on which interest has
been paid or, if no interest has been paid, from the Option Exercise Date.
Within 15 days of an Option Exercise Date, the Company shall deliver a written
notice of such Option Exercise Date by facsimile and first-class mail to the
Trustee and provide notice to the Holders of the Securities. From and after the
Option Exercise Date, the Company shall be obligated to pay at Maturity or upon
a Redemption Date, Purchase Date or Fundamental Change Purchase Date, in lieu of
the Principal Amount at Maturity or Accreted Value, as applicable, of a
Security, the Restated Principal Amount thereof plus accrued and unpaid
interest. Securities authenticated and delivered after the Option Exercise Date
may, and shall if required by the Trustee, bear a notation in a form approved by
the Trustee as to the conversion of the Securities to Semi-Annual Cash Pay
Notes.

            SECTION 3.10 CALCULATION OF ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL
INCOME TAX PURPOSES.

            The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of Original Issue
Discount (including daily rates and accrual periods) accrued on outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such Original Issue Discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.


                                       45
<PAGE>
            SECTION 3.11 PAYMENT OF INTEREST.

            (a) Paying Agent To Hold Money in Trust. Prior to 11:30 a.m. (New
York City time) on any applicable Interest Payment Date, the Company shall
deposit with the Paying Agent (or if the Company or a Subsidiary of the Company
is acting as Paying Agent, segregate and hold in trust for the benefit of the
persons entitled thereto) a sum sufficient to pay semi-annual interest when due.
The Company shall require each Paying Agent (other than the Trustee) to agree in
writing that the Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal or
interest on the Securities and shall notify the Trustee of any default by the
Company in making any such payment. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund. The Company at any time may require
a Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by the Paying Agent. Upon complying with this Section, the
Paying Agent shall have no further liability for the money delivered to the
Trustee.

            (b) Holder 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, or cause the Registrar to furnish, to the Trustee, in writing at least
five Business Days before each Interest Payment Date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Holders.

            (c) Payment of Interest; Interest Rights Preserved. (i) Semi-annual
interest on any Security that 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 is registered at the close of business on the Regular Record
Date or accrual date, as the case may be, for such interest at the office or
agency of the Company maintained for such purpose. Each installment of
semi-annual interest on any Security shall be paid in same-day funds by transfer
to an account maintained by the payee located inside the United States. In the
case of a Global Security, semi-annual interest payable on any applicable
Interest Payment Date will be paid to the Depositary, with respect to that
portion of such Global Security held for its account by Cede & Co. for the
purpose of permitting such party to credit the interest received by it in
respect of such Global Security to the accounts of the beneficial owners
thereof.

            (ii) Except as otherwise specified with respect to the Securities,
any semi-annual interest on any Security that is payable, but is not punctually
paid or duly provided for, within 30 days following any applicable payment date
(herein called "Defaulted Interest," which term shall include any accrued and
unpaid interest that has accrued on such defaulted amount in accordance with
paragraph 1 of the Securities), shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date or accrual date,
as the case may be, by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause (A) or (B) below.

            (A) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Securities are registered at the close
      of business on a date for the payment of such Defaulted Interest (the
      "Special Record Date"), which shall be fixed


                                       46
<PAGE>
      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 (which shall not be less than 20 days
      after such notice is received by the Trustee), and at the same time the
      Company shall deposit with the Trustee an amount of money equal to the
      aggregate amount proposed to be paid in respect of such Defaulted Interest
      or shall make arrangements satisfactory to the Trustee for such deposit on
      or prior to the date of the proposed payment, such money when deposited to
      be held in trust for the benefit of the persons entitled to such Defaulted
      Interest as in this clause provided. Thereupon the Trustee shall fix a
      Special Record Date for the payment of such Defaulted Interest which shall
      be not more than 15 days and not less than 10 days prior to the date of
      the proposed payment and not less than 10 days after the receipt by the
      Trustee of the notice of the proposed payment. The Trustee shall promptly
      notify the Company of such Special Record Date and, in the name and at the
      expense of the Company, shall cause notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor to be mailed,
      first-class postage prepaid, to each Holder of Securities at its address
      as it appears on the list of Holders maintained pursuant to this Indenture
      not less than 10 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 are registered at the
      close of business on such Special Record Date and shall no longer be
      payable pursuant to the following clause (B).

            (B) Alternatively, the Company may make payment of any Defaulted
      Interest on the Securities in any other lawful manner not inconsistent
      with the requirements of any securities exchange on which such 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 of payment shall be
      deemed practicable by the Trustee.

            Subject to the foregoing provisions of this Section 3.11, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
semi-annual interest accrued and unpaid to, and to accrue, which were carried by
such other Security.

                                   ARTICLE IV

                                    COVENANTS

            SECTION 4.1 PAYMENT OF PRINCIPAL AND INTEREST.

            The Company covenants and agrees for the benefit of the Holders of
the Securities that it will duly and punctually make all payments in respect of
the Securities in accordance with the terms of such Securities and this
Indenture. All payments in respect of the Securities represented by a Global
Security (including the payment of the Principal Amount at Maturity. Restated
Principal Amount (if the Securities have been converted to Semi-Annual Cash Pay
Notes following a Tax Event), Accreted Value, accrued interest (if the
Securities have been converted to Semi-Annual Cash Pay Notes following a Tax
Event), the Redemption Price.


                                       47
<PAGE>
Purchase Price or Fundamental Change Purchase Price shall be made by wire
transfer of immediately available funds to the accounts specified by the Holder
of the Global Security.

            SECTION 4.2 SEC AND OTHER REPORTS.

            The Company shall deliver to the Trustee within 15 days after it
files them with the SEC copies of its annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the
event the Company is at any time no longer subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, it shall at the request of any
Holder (or holders of shares of Common Shares issued upon conversion of such
Securities provide to such holder (or holder of such shares) and any prospective
purchase designated by such Holder (or holder of such shares), as the case may
be, such information, if any, required by Rule 144A(d)(4) under the Securities
Act. The Company also shall comply with the other provisions of TIA Section
314(a). Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on an Officers' Certificate).

            SECTION 4.3 COMPLIANCE CERTIFICATE.

            The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, an Officers' Certificate stating that in
the course of the performance by the signers of their duties as Officers of the
Company they would normally have knowledge of 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, that to the
best of his or her knowledge, after due inquiry, no Default or Event of Default
has occurred (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge).

            The Company will, so long as any of the Securities are outstanding,
upon becoming aware of any Default or Event of Default deliver to the Trustee,
an Officers' Certificate describing such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.

            SECTION 4.4 WAIVER OF STAY, EXTENSION OR USURY LAWS

            The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury or other law wherever enacted, now or at any time hereafter in force,
which would prohibit or forgive the Company from paying all or any portion of
the Principal Amount at Maturity, Restated Principal Amount (if the Securities
have been converted to Semi-Annual Cash Pay Notes following a Tax Event),
Accreted Value, accrued interest (if the Securities have been converted to
Semi-Annual Cash Pay Notes following a Tax Event), the Redemption Price,
Purchase Price, or Fundamental Change Purchase Price in


                                       48
<PAGE>
respect of the Securities, or any interest on such amounts, as contemplated
herein, or which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

            SECTION 4.5 CORPORATE EXISTENCE.

            Subject to Article V, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the rights (charter and statutory), licenses and franchises of the
Company; provided, however, that the Company shall not be required to preserve
any such right, license or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries taken as a whole and that the loss
thereof is not adverse in any material respect to the Holders.

            SECTION 4.6 TAXES.

            The Company shall pay prior to delinquency all taxes, assessments
and governmental levies, except as contested in good faith and by appropriate
proceedings.

                                   ARTICLE V

                                   SUCCESSORS

            SECTION 5.1 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS

            The Company shall not consolidate with or merge with or into any
other person or convey, transfer or lease all or substantially all of its
properties and assets to any person, unless:

            (a) either (1) the Company shall be the continuing corporation or
(2) the person (if other than the Company) formed by such consolidation or into
which the Company is merged or the person which acquires by conveyance, transfer
or lease the properties and assets of the Company substantially as an entirety
(i) shall be organized and validly existing under the laws of (x) the United
States of America, any State thereof or the District of Columbia, (y) any member
country of the European Union, or (z) any other country if the organization and
existence of the person formed by such consolidation in such country not impair
the rights of Holders, and (ii) shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, all of the obligations of the Company under the Securities and
this Indenture;

            (b) immediately after giving effect to such transaction, no Default
shall have occurred and be continuing.

            For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise) of the properties and assets of one or more Subsidiaries of
the Company (other than to the Company or another Subsidiary of the Company),
which, if such assets were owned by the


                                       49
<PAGE>
Company, would constitute all or substantially all of the properties and assets
of the Company, shall be deemed to be the transfer of all or substantially all
of the properties and assets of the Company.

            SECTION 5.2 SUCCESSOR CORPORATION SUBSTITUTED.

            Upon any consolidation or merger, or any sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in
accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor person has been named
as the Company herein; provided, however, that the predecessor Company in the
case of a sale, conveyance or other disposition (other than a lease) shall be
released from all obligations and covenants under this Indenture and the
Securities.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

            SECTION 6.1 EVENTS OF DEFAULT.

            "Event of Default," wherever used herein with respect to the
Securities, means any one of the following events:

            (a) default in the payment, with respect to the Securities, when
such becomes due and payable of:

                  (1)   the Principal Amount at Maturity; or

                  (2)   the Restated Principal Amount (if the Securities have
                        been converted to Semi-Annual Cash-Pay Notes following
                        at Tax Event); or

                  (3)   the Accreted Value; or

                  (4)   accrued interest (if the Securities have been converted
                        to Semi-Annual Cash Pay Notes following a Tax Event); or

                  (5)   the Redemption Price; or

                  (6)   the Purchase Price; or

                  (7)   the Fundamental Change Purchase Price; or

            (b) default in the performance or breach of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty for which
the consequences of nonperformance or breach are addressed elsewhere in this
Section 6.1), which default continues


                                       50
<PAGE>
uncured 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 the Holders of not less than a majority in Principal Amount at Maturity of
the outstanding Securities, a written notice specifying such default or breach,
requesting it be remedied and stating that such notice is a "Notice of Default"
hereunder; or

            (c) (1) continuing failure of the Company to make any payment by the
end of any applicable grace period after maturity of Indebtedness in an amount
in excess of $75,000,000, or (2) the acceleration of Indebtedness in an amount
in excess of $75,000,000 because of a default with respect thereto, which
Indebtedness shall not have been discharged or which acceleration shall not have
been cured, waived, rescinded or annulled, in the case of (1) or (2) above, for
a period of 30 days after written notice to the Company by the Trustee or to the
Company and the Trustee by the Holders of not less than 25% in Principal Amount
at Maturity of the outstanding Securities; provided, however, that if any such
failure or acceleration referred to in (1) or (2) above shall cease or be cured,
waived, rescinded or annulled, then the Event of Default shall be deemed not to
have occurred; or

            (d) the Company pursuant to or within the meaning of any Bankruptcy
Law:

                  (1)   commences a voluntary case or proceeding;

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

                  (3)   consents to the appointment of a Custodian of it or
                        for all or substantially all of its property;

                  (4)   makes a general assignment for the benefit of its
                        creditors; or

                  (5)   generally is unable to pay its debts as the same
                        become due; or

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

                  (1)   is for relief against the Company in an involuntary
                        case,

                  (2)   appoints a Custodian of the Company or for all or
                        substantially all of its property, or

                  (3)   orders the liquidation of the Company, and the order or
                        decree remains unstayed and in effect for 60 days.

            "Bankruptcy Law" means title 11, U.S. Code or any similar Federal or
state law for the relief of debtors. "Custodian" means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.


                                       51
<PAGE>
            SECTION 6.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

            If an Event of Default with respect to the Securities at the time
outstanding occurs and is continuing (other than an Event of Default referred to
in Section 6.1(d) or (e)), then in every such case the Trustee or the Holders of
not less than 25% in aggregate Principal Amount at Maturity of the outstanding
Securities may declare the Accreted Value of the Securities (or if the
Securities have been converted to Semi-Annual Cash Pay Notes following a Tax
Event, the Restated Principal Amount, plus accrued and unpaid interest) to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such Accreted Value
(or if the Securities have been converted to Semi-Annual Cash Pay Notes
following a Tax Event, the Restated Principal Amount, plus accrued and unpaid
interest) shall become immediately due and payable. If an Event of Default
specified in Section 6.1(d) or (e) shall occur, the Accreted Value (or if the
Securities have been converted to Semi-Annual Cash Pay Notes following a Tax
Event, the Restated Principal Amount, plus accrued and unpaid interest) of all
outstanding Securities shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

            At any time after such a declaration of acceleration with respect to
the Securities has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in Principal Amount of Maturity of the
outstanding Securities, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if all Events of Default
with respect to Securities, other than the non-payment of the Accreted Value of
the Securities which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 6.13.

            No such rescission shall affect any subsequent Default or impair any
right consequent thereon.

            SECTION 6.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

            The Company covenants that if:

            (a) default is made in the payment of any interest on a Security
when such interest becomes due and payable and such default continues for a
period of 30 days; or

            (b) default is made when due and payable in the payment of Principal
Amount at Maturity, Restated Principal Amount (if the Securities have been
converted to Semi-Annual Cash Pay Notes following a Tax Event), Accreted Value,
accrued interest (if the Securities have been converted to Semi-Annual Cash Pay
Notes following a Tax Event), the Redemption Price, Purchase Price, or
Fundamental Change Purchase Price of any Security at the Maturity thereof; or

then, the Company will, upon demand by the Trustee, pay to it, for the benefit
of the Holders of such Securities, the full amount then due and payable on such
Securities to the extent that such


                                       52
<PAGE>
payment shall be legally enforceable, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

            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, 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 such Securities and collect the
moneys adjudged or deemed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, wherever
situated.

            If an Event of Default with respect to the Securities occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of the Securities by such appropriate
judicial proceedings as the Trustee shall deem most effectual 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 6.4 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 (irrespective of whether the Principal Amount at
Maturity, Restated Principal Amount (if the Securities have been converted to
Semi-Annual Cash Pay Notes following a Tax Event), Accreted Value, accrued
interest (if the Securities have been converted to Semi-Annual Cash Pay Notes
following a Tax Event), the Redemption Price, Purchase Price, or Fundamental
Change Purchase Price in respect of the Securities shall be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have any demand on the Company for the payment of any such amount)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

            (a) to file and prove a claim for the whole amount Principal Amount
at Maturity, Restated Principal Amount (if the Securities have been converted to
Semi-Annual Cash Pay Notes following a Tax Event), Accreted Value, accrued
interest (if the Securities have been converted to Semi-Annual Cash Pay Notes
following a Tax Event), the Redemption Price, Purchase Price or Fundamental
Change Purchase Price 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 for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding, and

            (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same, 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 Trustee and, in the event that the


                                       53
<PAGE>
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7.

            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 6.5 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, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
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 6.6 APPLICATION OF MONEY COLLECTED.

            Any money collected by the Trustee pursuant to this Article 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 Amount at
Maturity, Restated Principal Amount (if the Securities have been converted to
Semi-Annual Cash Pay Notes following a Tax Event), Accreted Value, accrued
interest (if the Securities have been converted to Semi-Annual Cash Pay Notes
following a Tax Event), the Redemption Price, Purchase Price, or Fundamental
Change Purchase Price 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 payment of all amounts due the Trustee under
Section 7.7; and

            Second: To the payment of the amounts then due and unpaid for
Principal Amount at Maturity, Restated Principal Amount (if the Securities have
been converted to Semi-Annual Cash Pay Notes following a Tax Event), Accreted
Value, accrued interest (if the Securities have been converted to Semi-Annual
Cash Pay Notes following a Tax Event), the Redemption Price, Purchase Price, or
Fundamental Change Purchase Price in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Securities for
Principal Amount at Maturity, Restated Principal Amount (if the Securities have
been converted to Semi-Annual Cash Pay Notes following a Tax Event), Accreted
Value, accrued interest (if the Securities have been converted to Semi-Annual
Cash Pay Notes following a Tax Event), the Redemption Price, Purchase Price, or
Fundamental Change Purchase Price, respectively; and

            Third:  To the Company.


                                       54
<PAGE>
            SECTION 6.7 LIMITATION ON SUITS.

            No Holder of any Security shall have any right 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 with respect to the Securities;

            (b) the Holders of at least 25% in Principal Amount at Maturity of
the 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
indemnity against the costs, expenses and liabilities 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 at Maturity of the outstanding Securities; its being understood
and intended that no one or more of such 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 of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such Holders.

            SECTION 6.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
INTEREST.

            Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the Principal Amount at Maturity, Restated Principal Amount
(if the Securities have been converted to Semi-Annual Cash Pay Notes following a
Tax Event), Accreted Value, accrued interest (if the Securities have been
converted to Semi-Annual Cash Pay Notes following a Tax Event), the Redemption
Price, Purchase Price, or Fundamental Change Purchase Price in respect of such
Security on or after the respective due dates expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to convert the Securities in
accordance with Article III, or to institute suit for the enforcement of any
such payment, and such rights shall not be impaired without the consent of such
Holder.

            SECTION 6.9 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, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders


                                       55
<PAGE>
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.

            SECTION 6.10 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, to the extent permitted by
law, prevent the concurrent assertion or employment of any other appropriate
right or remedy.

            SECTION 6.11 DELAY OR OMISSION NOT WAIVER.

            No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article 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 6.12 CONTROL BY HOLDERS.

            The Holders of a majority in Principal Amount at Maturity of the
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 on the Trustee, with respect to such
Securities, provided that:

            (a) such direction shall not be in conflict with any rule of law or
with this Indenture;

            (b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and

            (c) subject to the provisions of Section 6.1, the Trustee shall have
the right to decline to follow any such direction if a Responsible Officer of
the Trustee shall determine in good faith that the proceeding so directed could
subject the Trustee to personal liability.

            SECTION 6.13 WAIVER OF PAST DEFAULTS.

            The Holders of not less than a majority in Principal Amount at
Maturity of the outstanding Securities may on behalf of the Holders of all the
Securities waive any past Default hereunder and its consequences, except a
Default (i) in the payment of the Principal Amount at Maturity, Restated
Principal Amount (if the Securities have been converted to Semi-Annual Cash Pay
Notes following a Tax Event), Accreted Value, accrued interest (if the
Securities have


                                       56
<PAGE>
been converted to Semi-Annual Cash Pay Notes following a Tax Event), the
Redemption Price, Purchase Price, or Fundamental Change Purchase Price in
respect of any Security (provided, however, that the Holders of a majority in
Principal Amount at Maturity of the outstanding Securities may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration) or (ii) in respect of a covenant or provision
hereof which 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 any right consequent
thereon.

            SECTION 6.14 UNDERTAKING FOR COSTS.

            All parties to this Indenture agree, and each Holder of any Security
by its 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 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,
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 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 Principal
Amount at Maturity of the outstanding Securities, or to any suit instituted by
any Holder for the enforcement of the payment of the Principal Amount at
Maturity, Restated Principal Amount (if the Securities have been converted to
Semi-Annual Cash Pay Notes following a Tax Event), Accreted Value, accrued
interest (if the Securities have been converted to Semi-Annual Cash Pay Notes
following a Tax Event), the Redemption Price, Purchase Price, or Fundamental
Change Purchase Price in respect of any Security on or after the Stated Maturity
or Stated Maturities expressed in such Security (or, in the case of redemption,
on the Redemption Date) or the right to convert the securities in accordance
with Article IV.

                                  ARTICLE VII

                                     TRUSTEE

            SECTION 7.1 DUTIES OF TRUSTEE.

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

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

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


                                       57
<PAGE>
            (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 Officers' Certificates or Opinions
      of Counsel furnished to the Trustee and conforming to the requirements of
      this Indenture; however, in the case of any such Officers' Certificates or
      Opinions of Counsel which by any provisions hereof are specifically
      required to be furnished to the Trustee, the Trustee shall examine such
      Officers' Certificates and Opinions of Counsel 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 offer facts
      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 (c) does not limit the effect of paragraph (b) of
      this Section;

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

            (3) the Trustee shall not be liable with respect to any action
      taken, suffered or omitted to be taken by it with respect to Securities in
      good faith in accordance with the direction of the Holders of a majority
      in Principal Amount at Maturity of the outstanding Securities relating to
      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, under this Indenture with respect to the Securities.

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

            (e) The Trustee may refuse to perform any duty or exercise any right
or power at the request or direction of any Holder unless it receives indemnity
satisfactory to it against any loss, liability or expense.

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

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

            (h) The Paying Agent, the Registrar, the Conversion Agent and any
authenticating agent shall be entitled to the protections, immunities and
standard of care as are set forth in paragraphs (a), (b) and (c) of this Section
with respect to the Trustee.


                                       58
<PAGE>
            SECTION 7.2 RIGHTS OF TRUSTEE.

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

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

            (c) The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care. No
Depositary shall be deemed an agent of the Trustee and the Trustee shall not be
responsible for any act or omission by any Depositary.

            (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers, provided that the Trustee's conduct does not constitute negligence or
bad faith.

            (e) The Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder without negligence and in good faith and in reliance thereon.

            (f) The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit.

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

            SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Paying Agent, Registrar, co-registrar or Conversion Agent may do
the same with like rights. The Trustee is also subject to Sections 7.10 and
7.11.

            SECTION 7.4 TRUSTEE'S DISCLAIMER.

            The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Securities, it shall not be accountable for the
Company's use of the proceeds


                                       59
<PAGE>
from the Securities, and it shall not be responsible for any statement in the
Securities other than its authentication.

            SECTION 7.5 NOTICE OF DEFAULTS.

            If a Default or Event of Default occurs and is continuing with
respect to the Securities and if it is known to a Responsible Officer of the
Trustee, the Trustee shall mail to each Holder of the Securities and, if any
Bearer Securities are outstanding, publish on one occasion in an Authorized
Newspaper, notice of a Default or Event of Default within 90 days after it
occurs or, if later, after a Responsible Officer of the Trustee has knowledge of
such Default or Event of Default. Except in the case of a Default or Event of
Default in payment of Principal Amount at Maturity, Restated Principal Amount
(if the Securities have been converted to Semi-Annual Cash Pay Notes following a
Tax Event), Accreted Value, accrued interest (if the Securities have been
converted to Semi-Annual Cash Pay Notes following a Tax Event), the Redemption
Price, Purchase Price, or Fundamental Change Purchase Price in respect of any
Security, the Trustee may withhold the notice if and so long as its corporate
trust committee or a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Holders.

            SECTION 7.6 REPORTS BY TRUSTEE TO HOLDERS.

            Within 60 days after May 15 in each year beginning with the May 15
following the date of this Indenture, the Trustee shall transmit by mail to all
Holders, as their names and addresses appear on the register kept by the
Registrar and, if any Bearer Securities are outstanding, publish in an
Authorized Newspaper, a brief report dated as of such May 15, in accordance
with, and to the extent required under, TIA Section 313.

            A copy of each report at the time of its mailing to Holders shall be
filed with the SEC and each stock exchange on which the Securities are listed.
The Company shall promptly notify the Trustee when Securities are listed on any
stock exchange.

            SECTION 7.7 COMPENSATION AND INDEMNITY.

            The Company shall pay to the Trustee from time to time compensation
for its services as the Company and the Trustee shall from time to time agree
upon in writing. 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 out-of-pocket expenses incurred by it.
Such expenses shall include the reasonable compensation and expenses of the
Trustee's agents and counsel.

            The Company shall indemnify each of the Trustee and any predecessor
Trustee (including the cost of defending itself) against any loss, liability or
expense, including taxes (other than taxes based upon, measured by or determined
by the income of the Trustee) incurred by it except as set forth in the next
paragraph in the performance of its duties under this Indenture as Trustee or
Agent. The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have one separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any


                                       60
<PAGE>
settlement made without its consent, which consent shall not be unreasonably
withheld. This indemnification shall apply to officers, directors, employees,
stockholders and agents of the Trustee.

            The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee or by any officer, director, employee,
stockholder or agent of the Trustee through negligence or bad faith.

            To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay Principal Amount
at Maturity, Restated Principal Amount (if the Securities have been converted to
Semi-Annual Cash Pay Notes following a Tax Event), the Redemption Price,
Accreted Value, accrued interest (if the Securities have been converted to
Semi-Annual Cash Pay Notes following a Tax Event), Purchase Price, or
Fundamental Change Purchase Price in respect of the Securities.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.1(d) or (e) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

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

            SECTION 7.8 REPLACEMENT OF TRUSTEE.

            A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

            The Trustee may resign with respect to the Securities by so
notifying the Company at least 30 days prior to the date of the proposed
resignation. The Holders of a majority in Principal Amount at Maturity of the
Securities may remove the Trustee by so notifying the Trustee and the Company.
The Company may remove the Trustee with respect to the Securities 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 Custodian or public officer takes charge of the Trustee or its
property; or

            (d) the Trustee becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in Principal Amount at Maturity of the then outstanding Securities
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company.


                                       61
<PAGE>
            If a successor Trustee with respect to the Securities does not take
office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company or the Holders of at least a majority in Principal
Amount at Maturity of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee subject to the lien provided for 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
with respect to the Securities under this Indenture. A successor Trustee shall
mail a notice of its succession to each Holder and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring Trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

            SECTION 7.9 SUCCESSOR TRUSTEE BY MERGER, CONVERSION OR TRANSFER

            If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

            SECTION 7.10 ELIGIBILITY; DISQUALIFICATION.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always
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 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

            The Trustee is subject to 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.

                                  ARTICLE VIII

                     SATISFACTION AND DISCHARGE; DEFEASANCE

            SECTION 8.1 SATISFACTION AND DISCHARGE OF INDENTURE.

            This Indenture shall upon Company Order cease to be of further
effect (except as hereinafter provided in this Section 8.1), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


                                       62
<PAGE>
            (a) either

            (i) all Securities theretofore authenticated and delivered (other
      than (A) Securities that have been destroyed, lost or stolen and that have
      been replaced or paid or (B) Securities for whose payment money has
      theretofore been deposited with the Trustee in trust or segregated and
      held in trust by the Company and thereafter repaid to the Company or
      otherwise discharged from such trust) have been delivered to the Trustee
      for cancellation; or

            (ii) all such Securities not theretofore delivered to the Trustee
      for cancellation

            (1) have become due and payable, whether at Stated Maturity or upon
      any Redemption Date, Conversion Date, Purchase Date or Fundamental Change
      Purchase Date; or

            (2) will become due and payable at their Stated Maturity within one
      year; or

            (3) are to be called for redemption within one year under
      arrangements satisfactory to the Trustee for the giving of notice of
      redemption by the Trustee in the name, and at the expense, of the Company;

            (4) and the Company has irrevocably deposited or caused to be
      deposited with the Trustee as trust funds or, if expressly permitted by
      the terms of the Securities, Common Stock in trust an amount sufficient
      for the purpose of paying and discharging the entire indebtedness on such
      Securities not theretofore delivered to the Trustee for cancellation, for
      Principal Amount at Maturity, Restated Principal Amount (if the Securities
      have been converted to Semi-Annual Cash Pay Notes following a Tax Event),
      Accreted Value, accrued interest (if the Securities have been converted to
      Semi-Annual Cash Pay Notes following a Tax Event), the Redemption Price,
      Purchase Price, or Fundamental Change Purchase Price and interest to the
      date of such deposit (in the case of Securities which have become due and
      payable on or prior to the date of such deposit) or to the Stated Maturity
      or Redemption Date, as the case may be;

            (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

            (c) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 7.7, and, if money
shall have been deposited with the Trustee pursuant to clause (a) of this
Section, the provisions of Sections 2.4, 2.7, 2.8, 8.1, 8.2 and 8.5 shall
survive.


                                       63
<PAGE>
            SECTION 8.2 APPLICATION OF TRUST FUNDS; INDEMNIFICATION.

            Subject to the provisions of Section 8.3, all money deposited with
the Trustee pursuant to Section 8.1 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (other than the Company
acting as its own Paying Agent) as the Trustee may determine, to the persons
entitled thereto, of the Principal Amount at Maturity, Restated Principal Amount
(if the Securities have been converted to Semi-Annual Cash Pay Notes following a
Tax Event), Accreted Value, accrued interest (if the Securities have been
converted to Semi-Annual Cash Pay Notes following a Tax Event), the Redemption
Price, Purchase Price, or Fundamental Change Purchase Price for whose payment
such money has been deposited with or received by the Trustee.

            SECTION 8.3 REPAYMENT TO COMPANY.

            The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of Principal Amount at Maturity,
Restated Principal Amount (if the Securities have been converted to semi-annual
cash-pay notes following a Tax Event), Accreted Value, accrued interest (if the
Securities have been converted to semi-annual cash-pay notes following a Tax
Event), the Redemption Price, Purchase Price, or Fundamental Change Purchase
Price that remains unclaimed for two years. After that, Holders entitled to the
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

                                   ARTICLE IX

                             AMENDMENTS AND WAIVERS

            SECTION 9.1 WITHOUT CONSENT OF HOLDERS.

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

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

            (b) to comply with Article V;

            (c) to provide for uncertificated Securities in addition to or in
place of certificated Securities (so long as any uncertificated Securities are
in registered form for purposes of the Internal Revenue Code of 1986, as
amended);

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

            (e) make any change to comply with the TIA or to comply with any
requirement of the SEC in connection with the qualification of this Indenture
under the TIA; or

            (f) add to the covenants or obligations of the Company under this
Indenture or surrender any right, power or option conferred by this Indenture on
the Company.


                                       64
<PAGE>
            SECTION 9.2 WITH CONSENT OF HOLDERS.

            The Company and the Trustee may enter into a supplemental indenture
with the written consent of the Holders of at least a majority in Principal
Amount at Maturity of the outstanding Securities (including consents obtained in
connection with a tender offer or exchange offer for the Securities), for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders. Except as provided in Section
6.13, the Holders of at least a majority in Principal Amount at Maturity of the
outstanding Securities by notice to the Trustee (including consents obtained in
connection with a tender offer or exchange offer for the Securities) may waive
compliance by the Company with any provision of this Indenture or the
Securities.

            It shall not be necessary for the consent of the Holders of
Securities under this Section 9.2 to approve the particular form of any proposed
supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof. After a supplemental indenture or waiver under
this section becomes effective, the Company shall mail to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are
outstanding, publish on one occasion in an Authorized Newspaper, a notice
briefly describing the supplemental indenture or waiver. Any failure by the
Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

            SECTION 9.3 LIMITATIONS.

            Without the consent of each Holder affected, an amendment or waiver
may not:

            (a) if certificated, the certificate numbers of the Holder's
Securities to be delivered for purchase;

            (b) the portion of the principal amount at maturity of notes to be
purchased, which must be $1,000 or an integral multiple thereof;

            (c) that the notes are to be purchased by us pursuant to the
applicable provisions of the notes and the indenture; and

            (d) in the event we elect, pursuant to the notice that we are
required to give, to pay the purchase price in our common stock, in whole or in
part, but the purchase price is ultimately to be paid to the holder entirely in
cash because any condition to payment of the purchase price or portion of the
purchase price in our common stock is not satisfied prior to the close of
business on the purchase date, as described below, whether the holder elects:
(1) to withdraw the purchase notice as to some or all of the notes to which it
relates, or (2) to receive cash in respect of the entire purchase price for all
notes or portions of notes subject to such purchase notice.

            (e) waive a Default or Event of Default in the payment of the
principal of or interest, if any, on any Security (except a rescission of
acceleration of the Securities of any Series


                                       65
<PAGE>
by the Holders of at least a majority in Principal Amount at Maturity of the
outstanding Securities and a waiver of the payment default that resulted from
such acceleration);

            (f) make any change in Sections 6.8, 6.13, or 9.3 (this sentence);
or

            (g) waive a redemption payment with respect to any Security.

            SECTION 9.4 COMPLIANCE WITH TRUST INDENTURE ACT.

            Every amendment to this Indenture or the Securities shall be set
forth in a supplemental indenture hereto that complies with the TIA as then in
effect.

            SECTION 9.5 REVOCATION AND EFFECT OF CONSENTS.

            Until an amendment is set forth in a supplemental indenture or a
waiver becomes effective, a consent to it by a Holder of a Security 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 such Holder's
Security or portion of a Security if the Trustee receives the notice of
revocation before the date of the supplemental indenture or the date the waiver
becomes effective.

            Any amendment or waiver once effective shall bind every Holder
affected by such amendment or waiver unless it is of the type described in any
of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver
shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

            SECTION 9.6 NOTATION ON OR EXCHANGE OF SECURITIES.

            The Trustee may place an appropriate notation about an amendment or
waiver on any Security thereafter authenticated. The Company in exchange for
Securities may issue and the Trustee shall authenticate upon request new
Securities that reflect the amendment or waiver.

            SECTION 9.7 TRUSTEE PROTECTED.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 7.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee shall sign all
supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.


                                       66
<PAGE>
                                   ARTICLE X

                                  MISCELLANEOUS

            SECTION 10.1 TRUST INDENTURE ACT CONTROLS.

            If any provision of this Indenture limits, qualifies, or conflicts
with another provision which is required or deemed to be included in this
Indenture by the TIA, such required or deemed provision shall control.

            SECTION 10.2 NOTICES.

            Any notice or communication by the Company or the Trustee to the
other, or by a Holder to the Company or the Trustee, is duly given if in writing
and delivered in person or mailed by first-class mail:

                  if to the Company:

                     Allergan, Inc.
                     2525 Dupont Drive
                     Irvine, California 92612
                     Attention:  General Counsel
                     Telephone:  (714) 246-4500
                     Facsimile:  (714) 246-6987

                  if to the Trustee:

                     Wells Fargo Bank, National Association
                     707 Wilshire Blvd., 17th Floor
                     Los Angeles, CA 90017
                     Attention:  Corporate Trust Department
                     Telephone:  (213) 614-3349
                     Facsimile:  (213) 614-3355

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

            Any notice or communication to a Holder shall be mailed by
first-class mail to such Holder's address shown on the register kept by the
Registrar and, if any Bearer Securities are outstanding, published in an
Authorized Newspaper. Failure to mail a notice or communication to one Holder or
any defect in such notice of communication shall not affect its sufficiency with
respect to other Holders.

            If a notice or communication is mailed or published in the manner
provided above, within the time prescribed, it is duly given, whether or not the
Holder receives it.

            If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.


                                       67
<PAGE>
            SECTION 10.3 COMMUNICATION 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 anyone else shall have the protection of
TIA Section 312(c).

            SECTION 10.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

            Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

            (a) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

            (b) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

            SECTION 10.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

            (b) 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;

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

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

            SECTION 10.6 RULES BY TRUSTEE AND AGENTS.

            The Trustee may make reasonable rules for action by or a meeting of
Holders of Securities. Any Agent may make reasonable rules and set reasonable
requirements for its functions.


                                       68
<PAGE>
            SECTION 10.7 NO RECOURSE AGAINST OTHERS.

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

            SECTION 10.8 COUNTERPARTS.

            This Indenture may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

            SECTION 10.9 GOVERNING LAWS.

            THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH
STATE.

            SECTION 10.10 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

            SECTION 10.11 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.

            SECTION 10.12 SEVERABILITY.

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

            SECTION 10.13 TABLE OF CONTENTS, HEADINGS, ETC.

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


                                       69
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed and attested, all as of the day and year first above written.

                                          Attest:  Allergan, Inc.


                                          By: /s/ Eric K. Brandt
                                             ----------------------
                                             Name: Eric K. Brandt
                                             Title: Corporate Vice President and
                                                    Chief Financial Officer


Attest: Wells Fargo Bank, National Association

By: /s/ Jeanie Mar
    -----------------
    Name: Jeanie Mar
    Title: Vice President



                                       70
<PAGE>
                                                                       EXHIBIT A

                         FORM OF FACE OF GLOBAL SECURITY

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF
THE ISSUE HEREOF (OR ANY PREDECESSOR SECURITY HEREOF) OR (Y) BY ANY HOLDER THAT
WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF
THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH
TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE l44A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A


                                      A-1
<PAGE>
QUALIFIED INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF
PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. IN
ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY
HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT.

            The foregoing legend may be removed from this Security on
satisfaction of the conditions specified in the Indenture.


                                      A-2
<PAGE>
                                ALLERGAN, INC.

                Zero Coupon Convertible Senior Notes due 2022

                               CUSIP: [      ]

                          Issue Date: November 6, 2002
              Issue Price: 77.941% of Principal Amount at Maturity

      ALLERGAN, INC., a corporation duly organized and existing under the
laws of the State of Delaware, promises to pay to Cede & Co., or registered
assigns, the Principal Amount at Maturity of $         on November 6, 2022.

      This Security shall not bear interest except as specified on the other
side of this Security. This Security is convertible as specified on the other
side of this Security.

      Additional provisions of this Security are set forth on the other side of
this Security.

Dated:



                                          ALLERGAN, INC.


                                          By: _________________________________
                                              Title:


                                              Attest:
                                              By: _____________________________
                                                Title:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION


WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee, certifies that this is one
of the Securities referred to in the
within-mentioned Indenture.

By: _________________________________
     Authorized Signatory

Dated: ______________________________


                                      A-3
<PAGE>
                     FORM OF REVERSE SIDE OF GLOBAL SECURITY

                                 ALLERGAN, INC.

                  ZERO COUPON CONVERTIBLE SENIOR NOTES DUE 2022

            1. INTEREST

            This Security shall not bear periodic interest, except as specified
in this paragraph and in paragraph 9 hereof. If the Principal Amount at Maturity
hereof or any portion of such Principal Amount at Maturity is not paid when due
(whether upon acceleration pursuant to the Indenture, upon the date set for
payment of the Redemption Price pursuant to paragraph 5 hereof, upon the date
set for payment of a Purchase Price or Fundamental Change Purchase Price
pursuant to paragraph 6 hereof or upon the Stated Maturity of this Security) or
if interest due hereon or any portion of such interest is not paid when due in
accordance with paragraph 10 hereof, then in each such case the overdue amount
shall bear interest at the rate of 1.25% per annum, compounded semiannually (to
the extent that the payment of such interest shall be legally enforceable),
which interest shall accrue from the date such overdue amount was due to the
date payment of such amount, including interest thereon, has been made or duly
provided for. All such interest shall be payable on demand. The accrual of such
interest on overdue amounts shall be in lieu of, and not in addition to, the
continued accretion.

            The Securities shall increase in Accreted Value commencing on the
Issue Date.

            2. METHOD OF PAYMENT

            Subject to the terms and conditions of the Indenture, the Company
shall make payments in respect of the Securities to the persons who are
registered Holders of Securities at the close of business on the Business Day
preceding the Redemption Date or Stated Maturity, as the case may be, or at the
later of close of business on a Purchase Date or Fundamental Change Purchase
Date or the time of the delivery of this Security, as the case may be. Holders
must surrender Securities to a Paying Agent to collect such payments in respect
of the Securities. The Company shall pay cash amounts in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. The Company shall make such payments by wire transfer of
immediately available funds to the accounts specified by the Holders of the
Global Security.

            3. PAYING AGENT, CONVERSION AGENT AND REGISTRAR

            Initially, the Trustee shall act as Paying Agent, Conversion Agent
and Registrar. The Company may appoint and change any Paying Agent, Conversion
Agent, Registrar or co-registrar without notice, other than notice to the
Trustee. The Company or any of its Subsidiaries or any of their Affiliates may
act as Paying Agent, Conversion Agent, Registrar or co-registrar.


                                      A-4
<PAGE>
            4. INDENTURE

            The Company issued the Securities under an Indenture dated as of
November 6, 2002 between the Company and Trustee (the "Indenture"). The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 ("TIA") as in effect
on the date of the Indenture. The Securities are subject to all such terms, and
Holders are referred to the Indenture and the Act for a statement of them.
Capitalized terms not defined herein have the meanings given to those terms in
the Indenture.

            The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture.  Requests may be made to:  Allergan,
Inc., 2525 Dupont Drive, Irvine, California, 92612, Attention:  General
Counsel.

            5. REDEMPTION AT THE OPTION OF THE COMPANY

            No sinking fund is provided for the Securities. At any time on or
after November 6, 2005, and until (but excluding) November 6, 2007 the Company
may redeem the Securities for Cash, in whole or in part, only if the Sale Price
of Common Stock is equal to or greater than 125% of the conversion price then in
effect for at least 20 Trading Days in the period of 30 consecutive Trading Days
ending on the Trading Day immediately preceding the date of such optional
redemption, where the "conversion price" means the then applicable redemption
price divided by the conversion rate, and "redemption price" means the Accreted
Value, plus accrued and unpaid interest, if any. The Company will give Holders
not less than 30- nor more than 60-days' Notice of Redemption, delivered to each
Holder's address kept by the Registrar.

            The table below shows what the Accreted Value of a Security would be
on November 6, 2007, and at specified dates thereafter prior to maturity and at
Stated Maturity on November 6, 2022. The Accreted Value, in Dollars, of a
Security per $1,000 Principal Amount at Maturity redeemed between such dates
shall include an additional amount reflecting the increase in Accreted Value
since the next preceding date in the table to but excluding the actual
Redemption Date.

<TABLE>
<CAPTION>
                                                Increase in
                                                 Accreted
                              Issue              Value at        Redemption
Redemption Date              Price(1)            1.25%(2)           Price
                                                                    (1+2)
<S>                         <C>               <C>              <C>
November 6, 2007              $779.41           $  50.10         $  829.51
November 6, 2008               779.41              60.50            839.91
November 6, 2009               779.41              71.04            850.45
November 6, 2010               779.41              81.70            861.11
November 6, 2011               779.41              92.50            871.91
November 6, 2012               779.41             103.43            882.84
November 6, 2013               779.41             114.50            893.91
November 6, 2014               779.41             125.71            905.12
November 6, 2015               779.41             137.06            916.47
November 6, 2016               779.41             148.55            927.96
November 6, 2017               779.41             160.19            939.60
November 6, 2018               779.41             171.97            951.38
</TABLE>


                                      A-5
<PAGE>
<TABLE>
<CAPTION>
                                                Increase in
                                                 Accreted
                              Issue              Value at        Redemption
Redemption Date              Price(1)            1.25%(2)           Price
                                                                    (1+2)
<S>                         <C>               <C>              <C>
November 6, 2019               779.41             183.90            963.31
November 6, 2020               779.41             195.98            975.39
November 6, 2021               779.41             208.21            987.62
November 6, 2022               779.41             220.59          1,000.00
</TABLE>

            If this Security has been converted to a Semi-Annual Cash Pay Note,
the Redemption Price will be equal to the Restated Principal Amount plus accrued
and unpaid interest from the date of such conversion through the Redemption
Date.

            6.    PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER; PURCHASE
                  AT THE OPTION OF THE HOLDER UPON A FUNDAMENTAL CHANGE

            Subject to the terms and conditions of the Indenture, a Holder of
Securities shall have the option to require the Company to purchase the
Securities held by such Holder on the following Purchase Dates and at the
following Purchase Prices per $1,000 Principal Amount at Maturity upon delivery
of a Purchase Notice containing the information set forth in the Indenture, from
the opening of business on the date that is 20 Business Days prior to such
Purchase Date until the close of business on the fifth business day preceding
such Purchase Date and upon delivery of the Securities to the Paying Agent by
the Holder as set forth in the Indenture. For any Purchase Date after November
6, 2007, such Purchase Prices may be paid, at the option of the Company, in Cash
or by the issuance and delivery of shares of Common Stock, or in any combination
thereof. For the November 6, 2007, Purchase Date, the Company may pay the
Purchase Price only in Cash. The purchase price of a Security will be:

            -     $829.51 per Security on November 6, 2007;

            -     $882.84 per Security on November 6, 2012;

            -     $939.60 per Security on November 6, 2017.

            Securities in denominations larger than $1,000 of Principal Amount
at Maturity may be purchased in part, but only in integral multiples of $1,000
of Principal Amount at Maturity.

            If prior to a Purchase Date this Security has been converted to a
Semi-Annual Cash Pay Note, the Purchase Price will be equal to the Restated
Principal Amount plus accrued and unpaid interest from the Option Exercise Date
the Purchase Date.

            If a Fundamental Change shall occur at any time prior to November 6,
2007, each Holder shall have the right, at such Holder's option and subject to
the terms and conditions of the Indenture, including the requirement that such
Holder provide the information in the Fundamental Change Purchase Notice as set
forth in Section 3.2 of the Indenture, to require the Company to purchase such
Holder's Securities on the date (or if such date is not a Business Day, then the
next succeeding Business Day) that is 65 days after the date of the Fundamental
Change


                                      A-6
<PAGE>
for a Fundamental Change Purchase Price equal to Accreted Value to the
Fundamental Change Purchase Date. If, prior to the Fundamental Change Purchase
Date, the Securities were converted to Semi-Annual Cash Pay Notes, the
Fundamental Change Purchase Price will be equal to the Restated Principal Amount
plus accrued and unpaid interest from the Option Exercise Date to the
Fundamental Change Purchase Date, which Fundamental Change Purchase Price shall
be paid at the option of the Company in Cash or by the issuance and delivery of
shares of Common Stock or in any combination thereof. Securities in
denominations larger than $1,000 of Principal Amount at Maturity may be redeemed
in part in connection with a Fundamental Change, but only in integral multiples
of $1,000 of Principal Amount at Maturity.

            Holders have the right, at any time prior to the close of business
on the third Business Day preceding the Purchase Date or Fundamental Change
Purchase Date, to withdraw any Purchase Notice or Fundamental Change Purchase
Notice, as the case may be, by delivery to the Paying Agent of a written notice
of withdrawal in accordance with the provisions of the Indenture.

            If Cash (and/or Common Stock if permitted under the Indenture)
sufficient to pay a Fundamental Change Purchase Price or Cash (and/or Common
Stock if permitted under the Indenture) sufficient to pay a Purchase Price, as
the case may be, of all Securities, or portions thereof, to be purchased as of
the Purchase Date or the Fundamental Change Purchase Date, as the case may be,
is deposited with the Paying Agent on the Business Day following the Purchase
Date or the Fundamental Change Purchase Date, as the case may be, such
Securities will cease to accrete and interest, if any, will cease to accrue on
such Securities (or portions thereof) on and after such date, and the Holder
thereof shall have no other rights as such (other than the right to receive the
Purchase Price or Fundamental Change Purchase Price, as the case may be, and
accrued interest, if any, upon surrender of such Security).

            7. NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY

            Notice of redemption at the option of the Company shall be mailed at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Securities to be redeemed at the Holder's address kept by the
Registrar. If Cash sufficient to pay the Redemption Price of all Securities (or
portions thereof) to be redeemed on the Redemption Date is deposited with the
Paying Agent prior to or on the Redemption Date, on and after such date, such
Securities will cease to accrete and interest, if any, will cease to accrue on
such Securities (or portions thereof) on and after such date, and the Holder
thereof shall have no other rights as such (other than the right to receive the
Redemption Price and accrued interest, if any, upon surrender of such Security).
Securities in denominations larger than $1,000 Principal Amount at Maturity may
be redeemed in part but only in integral multiples of $1,000 of Principal Amount
at Maturity.

            8. CONVERSION

            A Holder of a Security may convert this Security for Common Stock in
any fiscal quarter (and only during such fiscal quarter), if, as of the last day
of the immediately preceding fiscal quarter, the Sale Price of the Common Stock
for at least 20 Trading Days in a period of 30 consecutive Trading Days ending
on the last Trading Day of such fiscal quarter is more than the


                                      A-7
<PAGE>
greater of either (1) the Minimum Accreted Value; or (2) the Adjusted Accreted
Value as of the last Trading Day of such fiscal quarter, divided by the
then-applicable Conversion Rate. The "Minimum Accreted Value" shall be an amount
initially equal to $90 but shall be subject to adjustment upon any adjustment to
the Conversion Rate pursuant to Section 3.7 of the Indenture by multiplying the
Minimum Accreted Value then in effect by a ratio, the numerator of which is the
Conversion Rate in effect immediately prior to the adjustment in the Conversion
Rate and the denominator of which is the Conversion Rate in effect immediately
following the adjustment to the Conversion Rate.

            A Holder of a Security may also convert this Security for Common
Stock at any time on or before the close of business on November 6, 2022, from
and after the time at which at least one of the following conditions is
satisfied:

            (a) the credit ratings assigned to the Securities by Moody's
Investors Service, Inc. ("Moody's") and Standard & Poor's Rating Group ("S&P")
are reduced below Baa3 and BBB-, respectively, or the Securities are no longer
rated by these ratings services;

            (b) if the Securities have been called for redemption by the
Company, at any time prior to the close of business on the second Business Day
prior to the Redemption Date; or

            (c)   the Company elects to:

                  (i)   distribute to all holders of Common Stock rights
                        entitling them to purchase, for a period expiring within
                        60 days after the date of such distribution, Common
                        Stock at less than the Sale Price of the Common Stock at
                        the time of such distribution;

                  (ii)  distribute to all holders of Common Stock assets, debt,
                        securities or rights to purchase securities of the
                        Company, which distribution has a per share value as
                        determined by the Board of Directors exceeding 15% of
                        the Sale Price of the Common Stock on the day preceding
                        the declaration date for such distribution; or

                  (iii) become a party to a consolidation, merger or binding
                        share exchange pursuant to which the Common Stock would
                        be converted into cash, securities or other property, in
                        which case a Holder may surrender securities for
                        conversion at any time from and after the date which is
                        15 days prior to the date the Company designates as the
                        anticipated effective time for the transaction until 15
                        days after the actual effective date of such
                        transaction.

            In the case of the foregoing clauses (c)(i) and (ii), the Company
must notify the Holders of Securities at least 20 days prior to the ex-dividend
date for such distribution. Once the Company has given such notice, Holders may
surrender their Securities for conversion at any time thereafter until the
earlier of the close of business on the Business Day prior to the ex-dividend
date or the Company's announcement that such distribution will not take place.


                                      A-8
<PAGE>
            If this Security is called for redemption, the Holder may convert it
at any time before the close of business on the second Business Day prior to the
Redemption Date. A Security in respect of which a Holder has delivered a
Purchase Notice or a Fundamental Change Purchase Notice to require the Company
to purchase such Security or to purchase such Security may be converted only if
the Purchase Notice or Fundamental Change Purchase Notice is withdrawn in
accordance with the terms of the Indenture.

            The initial Conversion Rate is 11.410 shares of Common Stock per
Security with a $1,000 Principal Amount at Maturity, subject to adjustment upon
the occurrence of certain events described in Section 3.7 of the Indenture and
in accordance with Section 3.8 thereof. The Conversion Rate will not be adjusted
for accrued Original Issue Discount or accrued and unpaid interest, if any. The
Company shall deliver Cash in lieu of any fractional share of Common Stock. If a
Holder converts more than one Security at the same time, the amount of Cash paid
for the current market value of the fractional share upon the conversion shall
be based on the total Principal Amount at Maturity of the Securities converted.

            In the event the Company exercises its option pursuant to Section
3.9 of the Indenture to convert the Securities to Semi-Annual Cash Pay Notes,
the Holder will be entitled on conversion to receive the same number of shares
of Common Stock such Holder would have received if the Company had not exercised
such option. If the Company exercises such option, Securities surrendered for
conversion during the period from the close of business on any Regular Record
Date to the opening of business on the next Interest Payment Date (except
Securities with respect to which the Company has mailed a Notice of Redemption
indicating such Securities are to be redeemed on a date within this period or on
the next Interest Payment Date) must be accompanied by payment of an amount
equal to the interest thereon that the registered Holder is to receive. Except
where Securities surrendered for conversion are so surrendered after a Regular
Record Date but prior to the opening of business on the corresponding Interest
Payment Date (in which case such converting Holder shall receive a final
interest payment on such Interest Payment Date, which interest payment may be
repayable to the Company upon conversion as described in this paragraph), no
interest on converted Securities will be payable by the Company on any Interest
Payment Date subsequent to the date of conversion.

            To convert this Security a Holder must (1) complete and manually
sign the conversion notice on the back of this Security (or complete and
manually sign a facsimile of such notice) and deliver such notice to the
Conversion Agent at the office maintained by the Conversion Agent for such
purpose, (2) surrender this Security to the Conversion Agent, (3) furnish
appropriate endorsements and transfer documents if required by the Conversion
Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if
required.

            A Security for which a Holder has delivered a Purchase Notice or a
Fundamental Change Purchase Notice in accordance with the terms of the Indenture
may be converted only if such notice has been withdrawn pursuant to Section 3.3
of the Indenture.

            A Holder may convert a portion of this Security only if the
Principal Amount at Maturity of such portion is $1,000 or multiple of $1,000. No
payment or adjustment shall be made for dividends on or other distributions with
respect to any Common Stock except as


                                      A-9
<PAGE>
provided in the Indenture. On conversion of this Security, that portion of
Accreted Value (or, interest, if the Company has exercised its option provided
for in paragraph 9 hereof) attributable to the period from the Issue Date (or,
if the Company has exercised the option referred to in paragraph 9 hereof, the
later of (x) the date of such exercise and (y) the date on which interest was
last paid) to the Conversion Date shall not be canceled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through the delivery of the Common Stock (together with any Cash payment, if
any, in lieu of fractional shares) in exchange for the portion of this Security
being converted pursuant to the terms hereof; and the fair market value of such
shares of Common Stock (together with any such Cash payment, if any, in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for Accreted Value (or interest, if the Company has exercised its
option provided for in paragraph 10 hereof) accrued through the Conversion Date,
and the balance, if any, of such fair market value of such Common Stock (and any
such Cash payment) shall be treated as issued in exchange for the Issue Price of
the Security being converted pursuant to the provisions hereof.

            If a Holder elects to convert all or any portion of a Security into
shares of Common Stock as set forth in Section 3.5 of the Indenture, the Company
may choose to satisfy all or any portion of its Conversion Obligation in Cash.
If the Company elects to satisfy all or any portion of its Conversion Obligation
in Cash at any time other than following the delivery of a Notice of Redemption
or within 20 days of the Stated Maturity, the Company will notify such Holder
through the Trustee of the dollar amount to be satisfied in Cash (which must be
expressed either as 100% of the Conversion Obligation or as a fixed dollar
amount) during the Cash Settlement Notice Period. If the Company elects to pay
Cash for any portion of the shares otherwise issuable to the Holder, the Holder
may retract the conversion notice at any time during the Conversion Retraction
Period); no such retraction can be made (and a conversion notice shall be
irrevocable) if the Company does not elect to deliver Cash in lieu of shares of
Common Stock (other than Cash in lieu of fractional shares). If the conversion
notice has not been retracted, then settlement (in Cash and/or shares) will
occur on the Business Day following the final day of the Cash Settlement
Averaging Period. Settlement amounts will be computed as follows:

            (i) if the Company elects to satisfy the entire Conversion
      Obligation in shares of Common Stock, the Company will deliver to such
      Holder a number of shares of Common Stock equal to (1) the aggregate
      original Principal Amount at Maturity of the Securities to be converted
      divided by 1,000, multiplied by (2) the Conversion Rate;

            (ii) if the Company elects to satisfy the entire Conversion
      Obligation in Cash, the Company will deliver to such Holder Cash in an
      amount equal to the product of:

                  (A) a number equal to (x) the aggregate original Principal
            Amount at Maturity of Securities to be converted divided by 1,000,
            multiplied by (y) the Conversion Rate, and

                  (B) the average Sales Price of the Common Stock during the
            Cash Settlement Averaging Period on the New York Stock Exchange; and

            (iii) if the Company elects to satisfy a fixed portion (other than
      100%) of the Conversion Obligation in Cash, the Company will deliver to
      such Holder such Cash


                                      A-10
<PAGE>
      Amount and a number of shares of Common Stock equal to the excess, if any,
      of the number of shares calculated as set forth in clause (i) above over
      the number of shares equal to the sum, for each day of the Cash Settlement
      Averaging Period, of (x) the pro rated portion of the Cash Amount for such
      day divided by (y) the average Sale Price of the Common Stock on such day.

            Notwithstanding the foregoing, a Security in respect of which a
Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice
exercising such Holder's option to require the Company to repurchase such
Security may be converted as described in Section 3.5 or Section 3.6 of the
Indenture only if such notice of exercise is withdrawn in accordance with
Section 3.3 thereof.

            If a Holder elects to convert all or any portion of a Security into
shares of Common Stock after the Company has delivered a Notice of Redemption or
within 20 days of the Stated Maturity, the Company may choose to satisfy all or
any portion of the Conversion Obligation in Cash provided the Company notifies
such Holder through the Trustee of the dollar amount to be satisfied in Cash
(which must be expressed either as 100% of the Conversion Obligation or as a
fixed dollar amount) at any time on or before the date that is 20 days prior to
Stated Maturity or Redemption Date. Settlement amounts will be computed in the
same manner as set forth in (a) above except that the "Cash Settlement Averaging
Period" shall be the 10 Trading Day period beginning on the day after the Stated
Maturity or Redemption Date, as the case may be. Settlement (in Cash and/or
shares) will occur on the Business Day following the final day of such Cash
Settlement Averaging Period.

            9. TAX EVENT

            (a) From and after (i) the Tax Event Date and (ii) the date the
Company exercises such option, whichever is later, at the option of the Company,
all of the Security will cease to accrete, and Cash interest shall accrue at the
rate of 1.25% per annum on the Restated Principal Amount, equal to the Accreted
Value on the Option Exercise Date, and shall be payable semiannually on November
6 and May 6 of each year to holders of record at the close of business on
October 15 or April 15 immediately preceding the relevant Interest Payment Date.
Interest will be computed on the basis of a 360-day year comprising twelve
30-day months and will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from the Option Exercise Date.

            (b) Interest on any Security that 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 is registered at the close of business on the
Regular Record Date for such interest at the office or agency of the Company
maintained for such purpose. Each installment of interest on any Security shall
be paid in same-day funds by transfer to an account maintained by the payee
located inside the United States.

            10. DEFAULTED INTEREST

            Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall cease to be payable to the registered
Holder thereof on the relevant


                                      A-11
<PAGE>
Regular Record Date or accrual date, as the case may be, by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company as
provided for in Section 3.11(c)(ii) of the Indenture.

            11. DENOMINATIONS; TRANSFER; EXCHANGE

            The Securities are in registered form, without coupons, in
denominations of $1,000 of Principal Amount at Maturity and multiplies of
$1,000. A Holder may transfer or convert Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not transfer
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or any Securities in respect of which a Purchase Notice or Fundamental Change
Purchase Notice has been given and not withdrawn (except, in the case of a
Security to be purchased in part, the portion of the Security not to be
purchased) or any Securities for a period of 15 days before any selection of
Securities to be redeemed.

            12. PERSONS DEEMED OWNERS

            The registered Holder of this Security may be treated as the owner
of this Security for all purposes.

            13. UNCLAIMED MONEY OR PROPERTY

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

            14. AMENDMENT; SUPPLEMENT; WAIVER

            Subject to certain exceptions, the Indenture or the Securities may
be amended or supplemented with the consent of the Holders of at least a
majority in Principal Amount at Maturity of the outstanding Securities, and any
past default or compliance with any provision relating to the Securities may be
waived in a particular instance with the consent of the Holders of a majority in
Principal Amount at Maturity of the outstanding Securities. Without the consent
of any Holder, the Company and the Trustee, may amend or supplement the
Indenture or the Securities to cure any ambiguity, omission, defect or
inconsistency, to comply with Article V of the Indenture, to provide for
uncertificated Securities in addition to or in place of certificated Securities
(so long as any uncertificated Securities are in registered form for purposes of
The Internal Revenue Code of 1986, as amended), to make any change that does not
adversely affect the rights of any Holder, to make any change to comply with the
TIA or to comply with any requirement of the SEC in connection with the
qualification of the Indenture under the TIA, or to add to the covenants or
obligations of the Company under the Indenture or surrender any right, power or
option conferred by the Indenture on the Company.

            15. SUCCESSOR CORPORATION


                                      A-12
<PAGE>
            When a successor corporation assumes all the obligations of its
predecessor under the Securities and the Indenture, the predecessor corporation
will be released from those obligations.

            16. TRUSTEE DEALINGS WITH THE 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 Trustee.

            17. NO RECOURSE AGAINST OTHERS

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

            18. AUTHENTICATION

            This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

            19. ABBREVIATIONS

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


                                      A-13
<PAGE>
                                                                     EXHIBIT A-2

                            FORM OF CONVERSION NOTICE

To:   Allergan, Inc.

            The undersigned registered holder of this Security hereby exercises
the option to convert this Security, or portion hereof (which is $1,000
Principal Amount at Maturity or a multiple thereof) designated below, for shares
of Common Stock of Allergan, Inc. in accordance with the terms of the Indenture
referred to in this Security, and directs that the shares, if any, issuable and
deliverable upon such conversion, together with any check for cash deliverable
upon such conversion, and any Securities representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If shares or any portion of this
Security not converted are to be issued in the name of a Person other than the
undersigned, the undersigned shall pay all transfer taxes payable with respect
thereto.

            This notice shall be deemed to be an irrevocable exercise of the
option to convert this Security.

Dated:



                                            ______________________________

                                            ______________________________

                                                      Signature(s)



Fill in for registration of shares if to be delivered, and Security if to be
issued other than to and in the name of registered holder:

______________________________
(Name)

______________________________
(Street Address)

______________________________
(City, State and Zip Code)

(please print name and address)

Principal Amount at Maturity to
be converted (if less than all):  $__,000

Social Security or Other Taxpayer Number: ___________________________


                                      A-14
<PAGE>
                                                                     EXHIBIT A-2

                   FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE

               Option to Elect Purchase Upon a Fundamental Change

To:   Allergan, Inc.

            The undersigned registered holder of this Security hereby
acknowledges receipt of a Notice from Allergan, Inc. (the "Company") as to the
occurrence of a Fundamental Change with respect to the Company and requests and
instructs the Company to purchase this Security, or the portion hereof (which is
$1,000 Principal Amount at Maturity or a multiple thereof) designated below, in
accordance with the terms of paragraph 6 of this Security and the Indenture
referred to in this Security, and directs that the check in payment for this
Security or the portion thereof (or, if the Company elects in accordance with
Section 3.3(c) of the Indenture, Common Stock) and any Securities representing
any unrepurchased principal amount hereof, be issued and delivered to the
registered holder hereof unless a different name has been indicated below. If
any portion of this Securities not repurchased is to be issued in the name of a
Person other than the undersigned, the undersigned shall pay all transfer taxes
payable with respect thereto.

Dated: _____________________


                                             ______________________________
                                                      Signature(s)



Fill in for registration of shares if
to be delivered, and Securities if
to be issued other than to and
in the name of registered holder:


______________________________
(Name)

______________________________
(Street Address)

______________________________
(City, State and Zip Code)

(please print name and address)

Principal Amount at Maturity to be purchased (if less than all):  $__,000

Certificate Numbers of the Securities to be purchased (if certificated):
____________________________________


Social Security or Other Taxpayer Number:  ____________________________


                                      A-15
<PAGE>
            If the Company has elected to pay the Fundamental Change Purchase
Price, in whole or in part, in Common Stock but such portion of the Fundamental
Change Purchase Price shall ultimately be payable in Cash because any of the
conditions to the payment of the Fundamental Change Purchase Price in Common
Stock are not satisfied I elect [check one]:

            __    to withdraw such Purchase Notice as to the Securities to which
                  such Fundamental Change Purchase Notice relates in the
                  Principal Amount at Maturity of $_____,000, with certificate
                  numbers _________, or

            __    to receive Cash in respect of the entire Fundamental Change
                  Purchase Price for all Securities (or portions thereof) to
                  which such Purchase Notice relates.


                                      A-16
<PAGE>
[FOR INCLUSION ONLY IF THIS SECURITY BEARS A RESTRICTED SECURITIES LEGEND] In
connection with any transfer of any of the Securities evidenced by this
certificate which are "restricted securities" (as defined in Rule 144 (or any
successor thereto) under the Securities Act), the undersigned confirms that such
Securities are being transferred:

      CHECK ONE BOX BELOW

      (1)         to the Company; or

      (2)         pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933; or

      (3)         pursuant to and in compliance with Regulation S under the
                  Securities Act of 1933; or

      (4)         pursuant to an exemption from registration under the
                  Securities Act of 1933 provided by Rule 144 thereunder.

Unless one of the boxes is checked, the Registrar will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered holder thereof; provided, however, that if box (3) or (4) is
checked, the Trustee may require, prior to registering any such transfer of the
Securities, such certifications and other information, and if box (4) is checked
such legal opinions, as the Company has reasonably requested in writing, by
delivery to the Trustee of a standing letter of instruction, to confirm that
such transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act of 1933;
provided that this paragraph shall not be applicable to any Securities which are
not "restricted securities" (as defined in Rule 144 (or any successor thereto)
under the Securities Act).

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

       Date: ______________________

       Medallion Signature Guarantee: _____________________



                                      A-17
<PAGE>
                                 ASSIGNMENT FORM

            If you the Holder want to assign this Security, fill in the form
below:

            I or we assign and transfer this Security to

_______________________________________________________________________________

_______________________________________________________________________________

            (Insert assignee's social security or tax ID number)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

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

_______________________________________________________________________________

agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

_______________________________________________________________________________

Date:____________________             Your signature: _______________________


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

Signature Guarantee: __________________________________________________________

            Signature must be guaranteed by participant in a recognized
            Signature Guarantee Medallion Program (or other signature guarantor
            program reasonably acceptable to the Trustee)


                                      A-18
<PAGE>
            SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY

      Initial Principal Amount of Global Security: _________________________


<TABLE>
<CAPTION>
                                                           Principal
                    Amount of           Amount of           Amount of
                   Increase in         Decrease in           Global            Notation by
                    Principal           Principal        Security After       Registrar or
                    Amount of           Amount of          Increase or          Security
Date             Global Security      Global Security        Decrease            Custodian
<S>              <C>              <C>             <C>    <C>                 <C>


</TABLE>



                                      A-19
<PAGE>

                                                                       EXHIBIT B

                     FORM OF FACE OF CERTIFICATED SECURITY

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE
ISSUE HEREOF (OR ANY PREDECESSOR SECURITY HEREOF) OR (Y) BY ANY HOLDER THAT WAS
AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE
COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER,
IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
I44A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE I44A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR
(2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR
AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER)
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS
PERMITTED BY THE SECURITIES ACT.

      The foregoing legend may be removed from this Security on satisfaction of
the conditions specified in the Indenture.


                                      B-1
<PAGE>
                                ALLERGAN, INC.

                Zero Coupon Convertible Senior Notes due 2022

                                 CUSIP: [      ]
                          Issue Date: November 6, 2002
             Issue Price: 77.941% of Principal Amount at Maturity

      ALLERGAN, INC., a corporation duly organized and existing under the
laws of the State of Delaware, promises to pay to Cede & Co., or registered
assigns, the Principal Amount at Maturity of $         on November 6, 2022.

      This Security shall not bear interest except as specified on the other
side of this Security. This Security is convertible as specified on the other
side of this Security.

      Additional provisions of this Security are set forth on the other side of
this Security.

Dated:



                                          ALLERGAN, INC.


                                          By: ______________________________
                                              Title:


                                          Attest:
                                             By: ___________________________
                                                 Title:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

WELLS FARGO BANK, NATIONAL ASSOCIATION
    as Trustee, certifies that this is one
    of the Securities referred to in the
    within-mentioned Indenture.

By: ___________________________
    Authorized Signatory

Dated: ________________________

                    [FORM OF REVERSE OF CERTIFICATED SECURITY
                           IS IDENTICAL TO EXHIBIT A]


                                      B-2
<PAGE>
                                                                       EXHIBIT C

                          FORM OF TRANSFER CERTIFICATE

       In connection with any transfer of any of the Securities within the
period prior to the expiration of the holding period applicable to the sales
thereof under Rule 144(k) under the Securities Act of 1933, as amended (the
"Securities Act") (or any successor provision), the undersigned registered owner
of this Security hereby certifies with respect to $_____________ principal
amount of the above-captioned Securities presented or surrendered on the date
hereof (the "Surrendered Securities") for registration of transfer, or for
exchange or conversion where the securities issuable upon such exchange or
conversion are to be registered in a name other than that of the undersigned
registered owner (each such transaction being a "transfer"), the undersigned
confirms that such Securities are being transferred:

      CHECK ONE BOX BELOW:

      (1)          to the Company; or

      (2)          pursuant to and in compliance with Rule I44A under the
                   Securities Act of 1933; or

      (3)          pursuant to and in compliance with Regulation S under the
                   Securities Act of 1933; or

      (4)          pursuant to an exemption from registration under the
                   Securities Act of 1933 provided by Rule 144 thereunder.

      Unless one of the boxes is checked, the Registrar will refuse to register
      any of the Securities evidenced by this certificate in the name of any
      person other than the registered holder thereof; provided, however, that
      if box (3) or (4) is checked, the Trustee may require, prior to
      registering any such transfer of the Securities, such certifications and
      other information, and if box (4) is checked such legal opinions, as the
      Company has reasonably requested in writing, by delivery to the Trustee of
      a standing letter of instruction, to confirm that such transfer is being
      made pursuant to an exemption from, or in a transaction not subject to,
      the registration requirements of the Securities Act of 1933; provided that
      this paragraph shall not be applicable to any Securities which are not
      "restricted securities" (as defined in Rule 144 (or any successor thereto)
      under the Securities Act).

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

      Date: _______________________________

      Medallion Signature Guarantee: ___________


                                      C-1
<PAGE>
                                                                       EXHIBIT D

                     FORM OF RESTRICTED COMMON STOCK LEGEND

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE
ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO, INCLUDING THE RELATED
DEBENTURE) OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF
RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE
MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE
COMPANY, (2) SO LONG AS THIS SECURITY 1S ELIGIBLE FOR RESALE PURSUANT TO RULE
l44A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE)
UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY
THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON AND IS
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE
REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE
SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY,
ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY EXCEPT AS
PERMITTED BY THE SECURITIES ACT."


                                      D-1
<PAGE>
                                                                       EXHIBIT E

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                           OF RESTRICTED COMMON STOCK

              (Transfers pursuant to Section 2.6 of the Indenture)

[NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT]

       Re:  Allergan, Inc. Zero Coupon Convertible Senior Notes due 2022 (the
            "Securities")

      Reference is hereby made to the Indenture dated as of November 6, 2002
(the "Indenture") between Allergan, Inc. and Wells Fargo Bank, National
Association, as Trustee. Capitalized terms used but not defined herein shall
have the meanings given them in the Indenture.

      This letter relates to __________ shares of Common Stock represented by
the accompanying certificate(s) that were issued upon conversion of Securities
and which are held in the name of [name of transferor] (the "Transferor") to
effect the transfer of such Common Stock.

      In connection with the transfer of such shares of Common Stock, the
undersigned confirms that such shares of Common Stock are being transferred:

      CHECK ONE BOX BELOW:

      (1)          to the Company; or

      (2)          pursuant to and in compliance with Rule 144A under the
                   Securities Act of 1933; or

      (3)          pursuant to and in compliance with Regulation S under the
                   Securities Act of 1933; or

      (4)          pursuant to an exemption from registration under the
                   Securities Act of 1933 provided by Rule 144 thereunder.


                                      E-1
<PAGE>
      Unless one of the boxes is checked, the transfer agent will refuse to
register any of the Common Stock evidenced by this certificate in the name of
any person other than the registered holder thereof, provided, however, that if
box (3) or (4) is checked, the transfer agent may require, prior to registering
any such transfer of the Common Stock such certifications and other information,
and if box (4) is checked such legal opinions, as the Company has reasonably
requested in writing, by delivery to the transfer agent of a standing letter of
instruction, to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.

                                           [Name of Transferor],



                                          By: ______________________________
                                              Title:


Dated: ___________________


                                      E-2