<PAGE>
                                                                     Exhibit 4.c

                                                                  EXECUTION COPY

================================================================================

                            SKYWORKS SOLUTIONS, INC.
                                     Issuer

                      4 3/4% Convertible Subordinated Notes
                              Due November 15, 2007

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

                                    INDENTURE

                          Dated as of November 12, 2002

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

                       STATE STREET BANK AND TRUST COMPANY
                                     Trustee

================================================================================
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                      Indenture
Section                                                     Section
-------
<S>                                                        <C>
310(a)(1)      .......................................     8.10
   (a)(2)      .......................................     8.10
   (a)(3)      .......................................     N.A.
   (a)(4)      .......................................     N.A.
   (b)         .......................................     8.08; 8.10
   (c)         .......................................     N.A.
311(a)         .......................................     8.11
   (b)         .......................................     8.11
   (c)         .......................................     N.A.
312(a)         .......................................     2.06
   (b)         .......................................     12.03
   (c)         .......................................     12.03
313(a)         .......................................     8.06
   (b)(1)      .......................................     N.A.
   (b)(2)      .......................................     8.06
   (c)         .......................................     12.02
   (d)         .......................................     8.06
314(a)         .......................................     4.02; 12.02
   (b)         .......................................     N.A.
   (c)(1)      .......................................     12.04
   (c)(2)      .......................................     12.04
   (c)(3)      .......................................     N.A.
   (d)         .......................................     N.A.
   (e)         .......................................     12.05
315(a)         .......................................     8.01
   (b)         .......................................     8.05; 12.02
   (c)         .......................................     8.01
   (d)         .......................................     8.01
   (e)         .......................................     7.11
316(a)(last sentence) ................................     12.06
   (a)(1)(A)   .......................................     7.05
   (a)(1)(B)   .......................................     7.04
   (a)(2)      .......................................     N.A.
   (b)         .......................................     7.07
317(a)(1)      .......................................     7.08
   (a)(2)      .......................................     7.09
   (b)         .......................................     2.05
318(a)         .......................................     12.01
</TABLE>

                           N.A. means Not Applicable.

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

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.
<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<S>            <C>                                                                             <C>
                                            ARTICLE 1
                           Definitions and Incorporation by Reference


SECTION 1.01.  Definitions...................................................................   1
SECTION 1.02.  Other Definitions.............................................................  10
SECTION 1.03.  Incorporation by Reference of Trust Indenture Act.............................  10
SECTION 1.04.  Rules of Construction.........................................................  11

                                            ARTICLE 2
                                         The Securities

SECTION 2.01.  Form and Dating...............................................................  12
SECTION 2.02.  Execution and Authentication..................................................  13
SECTION 2.03.  Registrar, Paying Agent and Conversion Agent..................................  14
SECTION 2.04.  Maintenance of Office or Agency...............................................  14
SECTION 2.05.  Paying Agent To Hold Money in Trust...........................................  15
SECTION 2.06.  Securityholder Lists..........................................................  15
SECTION 2.07.  Transfer and Exchange.........................................................  16
SECTION 2.08.  Additional Transfer and Exchange Requirements.................................  17
SECTION 2.09.  CUSIP Numbers.................................................................  25
SECTION 2.10.  Replacement Securities........................................................  26
SECTION 2.11.  Outstanding Securities........................................................  26
SECTION 2.12.  Temporary Securities..........................................................  27
SECTION 2.13.  Cancellation..................................................................  27
SECTION 2.14.  Defaulted Interest............................................................  27

                                            ARTICLE 3
                                           Redemption

SECTION 3.01.  Optional Redemption...........................................................  28
SECTION 3.02.  Notices to Trustee............................................................  28
SECTION 3.03.  Selection of Securities to Be Redeemed........................................  28
SECTION 3.04.  Notice of Redemption..........................................................  29
SECTION 3.05.  Effect of Notice of Redemption................................................  30
SECTION 3.06.  Deposit of Redemption Price...................................................  30
SECTION 3.07.  Securities Redeemed in Part...................................................  31
</TABLE>
<PAGE>
<TABLE>
<S>            <C>                                                                             <C>
                                            ARTICLE 4
                                            Covenants

SECTION 4.01.  Payment of Securities.........................................................  31
SECTION 4.02.  SEC Reports...................................................................  31
SECTION 4.03.  Compliance Certificates.......................................................  33
SECTION 4.04   Further Instruments and Acts..................................................  32
SECTION 4.05.  Maintenance of Corporate Existence............................................  32
SECTION 4.06.  Payment of Additional Interest................................................  32
SECTION 4.07.  Purchase of Securities at Option of the Holder upon Change in Control.........  32
SECTION 4.08.  Effect of Change in Control Purchase Notice...................................  36
SECTION 4.09.  Deposit of Change in Control Purchase Price...................................  37
SECTION 4.10.  Securities Purchased in Part..................................................  38
SECTION 4.11.  Compliance with Securities Laws upon Purchase of Securities...................  38
SECTION 4.12   Repayment to the Company......................................................  38

                                            ARTICLE 5
                                           Conversion

SECTION 5.01.  Conversion Privilege..........................................................  38
SECTION 5.02.  Conversion Procedure..........................................................  39
SECTION 5.03.  Fractional Shares.............................................................  41
SECTION 5.04.  Taxes on Conversion...........................................................  41
SECTION 5.05.  Company To Provide Stock......................................................  41
SECTION 5.06.  Adjustment of Conversion Price................................................  42
SECTION 5.07.  No Adjustment.................................................................  48
SECTION 5.08.  Adjustment for Tax Purposes...................................................  49
SECTION 5.09.  Notice of Adjustment..........................................................  49
SECTION 5.10.  Notice of Certain Transactions................................................  49
SECTION 5.11.  Effect of Reclassification, Consolidation, Merger or Sale on
               Conversion Privilege..........................................................  50
SECTION 5.12.  Trustee's Disclaimer..........................................................  51
SECTION 5.13.  Voluntary Reduction...........................................................  51

                                            ARTICLE 6
                                       Successor Companies

SECTION 6.01.  When Company May Merge or Transfer Assets.....................................  52

                                            ARTICLE 7
                                      Defaults and Remedies

SECTION 7.01.  Events of Default.............................................................  53
SECTION 7.02.  Acceleration..................................................................  54
</TABLE>
<PAGE>
<TABLE>
<S>            <C>                                                                             <C>
SECTION 7.03.  Other Remedies................................................................  55
SECTION 7.04.  Waiver of Past Defaults.......................................................  55
SECTION 7.05.  Control by Majority...........................................................  55
SECTION 7.06.  Limitation on Suits...........................................................  56
SECTION 7.07.  Rights of Holders to Receive Payment..........................................  56
SECTION 7.08.  Collection Suit by Trustee....................................................  57
SECTION 7.09.  Trustee May File Proofs of Claim..............................................  57
SECTION 7.10.  Priorities....................................................................  57
SECTION 7.11.  Undertaking for Costs.........................................................  58

                                            ARTICLE 8
                                             Trustee

SECTION 8.01.  Duties of Trustee.............................................................  58
SECTION 8.02.  Rights of Trustee.............................................................  60
SECTION 8.03.  Individual Rights of Trustee..................................................  61
SECTION 8.04.  Trustee's Disclaimer..........................................................  61
SECTION 8.05.  Notice of Defaults............................................................  61
SECTION 8.06.  Reports by Trustee to Holders.................................................  61
SECTION 8.07.  Compensation and Indemnity....................................................  62
SECTION 8.08.  Replacement of Trustee........................................................  63
SECTION 8.09.  Successor Trustee by Merger...................................................  64
SECTION 8.10.  Eligibility; Disqualification.................................................  64
SECTION 8.11.  Preferential Collection of Claims Against Company.............................  64

                                            ARTICLE 9
                                     Discharge of Indenture

SECTION 9.01.  Satisfaction and Discharge of Indenture.......................................  65
SECTION 9.02.  Application of Trust Money....................................................  66
SECTION 9.03.  Repayment to Company..........................................................  66
SECTION 9.04.  Reinstatement.................................................................  66

                                           ARTICLE 10
                                           Amendments

SECTION 10.01. Without Consent of Holders....................................................  67
SECTION 10.02. With Consent of Holders.......................................................  67
SECTION 10.03. Compliance with Trust Indenture Act...........................................  69
SECTION 10.04. Revocation and Effect of Consents and Waivers.................................  69
SECTION 10.05. Notation on or Exchange of Securities.........................................  70
SECTION 10.06. Trustee To Sign Amendments....................................................  70
</TABLE>
<PAGE>
<TABLE>
<S>            <C>                                                                             <C>
SECTION 10.07. Payment for Consent...........................................................  70

                                           ARTICLE 11
                                          Subordination

SECTION 11.01. Agreement To Subordinate......................................................  70
SECTION 11.02. Liquidation, Dissolution, Bankruptcy .........................................  71
SECTION 11.03. Default on Senior Indebtedness................................................  71
SECTION 11.04. Acceleration of Payment of Securities.........................................  73
SECTION 11.05. When Distribution Must Be Paid Over...........................................  73
SECTION 11.06. Subrogation...................................................................  73
SECTION 11.07. Relative Rights...............................................................  74
SECTION 11.08. Subordination May Not Be Impaired.............................................  74
SECTION 11.09. Rights of Trustee and Paying Agent............................................  74
SECTION 11.10. Distribution or Notice to Representative......................................  75
SECTION 11.11. Article 11 Not To Prevent Events of Default or Limit Right To Accelerate......  75
SECTION 11.12. Trustee Entitled To Rely......................................................  75
SECTION 11.13. Trustee To Effectuate Subordination...........................................  75
SECTION 11.14. Trustee Not Fiduciary for Holders of Senior Indebtedness......................  76
SECTION 11.15. Reliance by Holders of Senior Indebtedness on Subordination Provisions........  76

                                           ARTICLE 12
                                          Miscellaneous

SECTION 12.01. Trust Indenture Act Controls                                                    76
SECTION 12.02. Notices.......................................................................  77
SECTION 12.03. Communication by Holders with Other Holders...................................  77
SECTION 12.04. Certificate and Opinion as to Conditions Precedent............................  77
SECTION 12.05. Statement Required in Certificate of Opinion..................................  78
SECTION 12.06. When Securities Disregarded...................................................  78
SECTION 12.07. Rules by Trustee, Paying Agent and Registrar..................................  79
SECTION 12.08. Legal Holidays................................................................  79
SECTION 12.09. Governing Law.................................................................  79
SECTION 12.10. No Recourse Against Others....................................................  79
</TABLE>
<PAGE>
<TABLE>
<S>            <C>                                                                             <C>
SECTION 12.11. Successors....................................................................  79
SECTION 12.12. Multiple Originals............................................................  79
SECTION 12.13. Table of Contents; Headings...................................................  79
</TABLE>

Exhibit A - Form of Security
Exhibit 1 to Rule 144A/Regulation S Appendix
<PAGE>
                                    INDENTURE dated as of November 12, 2002,
                           between Skyworks Solutions, Inc., a Delaware
                           corporation (the "Company"), and State Street Bank
                           and Trust Company, a trust company organized under
                           the laws of the Commonwealth of Massachusetts, as
                           trustee hereunder (the "Trustee").

                  Both parties agree as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's 4
3/4% Convertible Subordinated Notes Due November 15, 2007 (the "Securities").

                                    ARTICLE 1

                  Definitions and Incorporation by Reference

                  SECTION 1.01.  Definitions.

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

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

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

                  "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the
<PAGE>
                                                                               2

Securities, compounded annually) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease has been
extended).

                  "Board of Directors" means the Board of Directors of the
Company or any committee thereof duly authorized to act on behalf of such Board.

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

                  "Capital Lease Obligation" means an obligation that is
required to be classified and accounted for as a capital lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty.

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

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

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

                  "Common Stock" means the common stock of the Company, par
value $.25 per share, as it exists on the date of this Indenture and any shares
of any class or classes of capital stock of the Company resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not
<PAGE>
                                                                               3

subject to redemption by the Company; provided, however, that if at any time
there shall be more than one resulting class, the shares of each class then so
issuable on conversion of Securities shall be substantially in the proportion
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from such reclassifications.

                  "Company" means Skyworks Solutions, Inc., a Delaware
corporation, and its successors.

                  "Corporate Trust Office" means the principal corporate trust
office of the Trustee at 2 Avenue de Lafayette, 6th Floor, Boston Massachusetts,
02111, Attention: Corporate Trust Department, or such other office, designated
by the Trustee by written notice to the Company and approved by the Company, at
which at any particular time its corporate trust business shall be administered.

                  "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement designed
to protect such Person against fluctuations in currency values.

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

                  "Designated Senior Indebtedness" means any Senior Indebtedness
of the Company which, at the date of determination, has an aggregate principal
amount outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $10 million and is specifically
designated by the Company in the instrument evidencing or governing such Senior
Indebtedness as "Designated Senior Indebtedness" for purposes of this Indenture
and shall include the 15% Convertible Senior Subordinated Notes due June 30,
2005 of the Company and the 15% Convertible Notes due June 30, 2005 of the
Company, in each case without regard to the principal amount outstanding.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
<PAGE>
                                                                               4

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of November 12, 2002, including those
set forth in (1) the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, (2) statements
and pronouncements of the Financial Accounting Standards Board, (3) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (4) the rules and regulations of the SEC governing the
inclusion of financial statements (including pro forma financial statements) in
periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC.

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

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other
Person or any obligation, direct or indirect, contingent or otherwise, of such
Person (1) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness of such Person (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise) or (2) entered into for the purpose of assuring in any
other manner the obligee of such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

                  "Hedging Obligations" of any Person means the obligations of
such Person pursuant to any Interest Rate Agreement or Currency Agreement.
<PAGE>
                                                                               5

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

                  "Incur" means issue, assume, Guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred
by such Person at the time it becomes a Subsidiary. The term "Incurrence" when
used as a noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.

                  "Indebtedness" means, with respect to any Person on any date
of determination (without duplication):

                  (1) the principal of and premium (if any) in respect of (A)
         indebtedness of such Person for money borrowed and (B) indebtedness
         evidenced by notes, debentures, bonds or other similar instruments for
         the payment of which such Person is responsible or liable;

                  (2) all Capital Lease Obligations of such Person and all
         Attributable Debt in respect of Sale/Leaseback Transactions entered
         into by such Person;

                  (3) all obligations of such Person issued or assumed as the
         deferred purchase price of property, all conditional sale obligations
         of such Person and all obligations of such Person under any title
         retention agreement (but excluding trade accounts payable arising in
         the ordinary course of business);

                  (4) all obligations of such Person for the reimbursement of
         any obligor on any letter of credit, banker's acceptance or similar
         credit transaction (other than obligations with respect to letters of
         credit securing obligations (other than obligations described in
         clauses (1) through (3) above) entered into in the ordinary course of
         business of such Person to the extent such letters of credit are not
         drawn upon or, if and to the extent drawn upon, such drawing is
         reimbursed no later than the tenth Business Day following payment on
         the letter of credit);
<PAGE>
                                                                               6

                  (5) the amount of all obligations of such Person with respect
         to the redemption, repayment or other repurchase of any Capital Stock
         of such Person;

                  (6) all obligations of the type referred to in clauses (1)
         through (5) of other Persons and all dividends of other Persons for the
         payment of which, in either case, such Person is responsible or liable,
         directly or indirectly, as obligor, guarantor or otherwise, including
         by means of any Guarantee;

                  (7) all obligations of the type referred to in clauses (1)
         through (6) of other Persons secured by any Lien on any property or
         asset of such Person (whether or not such obligation is assumed by such
         Person), the amount of such obligation being deemed to be the lesser of
         the value of such property or assets or the amount of the obligation so
         secured; and

                  (8) to the extent not otherwise included in this definition,
         Hedging Obligations of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date; provided, however, that
in the case of Indebtedness sold at a discount, the amount of such Indebtedness
at any time will be the accreted value thereof at such time.

                  "Indenture" means this Indenture as amended or supplemented
from time to time.

                  "Interest Rate Agreement" means in respect of a Person any
interest rate swap agreement, interest rate cap agreement or other financial
agreement or arrangement designed to protect such Person against fluctuations in
interest rates.

                  "Issue Date" means the date on which the Securities are
originally issued.

                  "Lien" means any mortgage, pledge, security interest,
encumbrance, lien or similar charge.
<PAGE>
                                                                               7

                  "Obligations" means with respect to any Indebtedness all
obligations for principal, premium, interest, penalties, fees, indemnifications,
reimbursements, and other amounts payable pursuant to the documentation
governing such Indebtedness.

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

                  "Officer's Certificate" means a certificate signed by an
Officer.

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

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

                  "Preferred Stock", as applied to the Capital Stock of any
Person, means Capital Stock of any class or classes (however designated) which
is preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.

                  "principal" of a Security means the principal of the Security
plus the premium, if any, payable on the Security which is due or overdue or is
to become due at the relevant time.

                  "Refinance" means, in respect of any Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue other Indebtedness in exchange or replacement for, such indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated November 12, 2002 among the Company and Credit Suisse First
Boston Corporation, CIBC
<PAGE>
                                                                               8

World Markets Corp. and U.S. Bancorp Piper Jaffray Inc., as initial purchasers.

                  "Representative" means any trustee, agent or representative
(if any) for an issue of Senior Indebtedness; provided, however, that if and for
so long as any Senior Indebtedness lacks such a representative, then the
Representative for such Senior Indebtedness shall at all times be the holders of
a majority in outstanding principal amount of such Senior Indebtedness.

                  "Restricted Certificated Security" means a Certificated
Security which is a Transfer Restricted Security.

                  "Restricted Global Security" means a Global Security which is
a Transfer Restricted Security.

                  "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company transfers such
property to a Person and the Company leases it from such Person.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means the Securities issued under this Indenture.

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

                  "Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depository), or any successor Person
thereto and shall initially be the Trustee.

                  "Senior Indebtedness" means with respect to any Person all (1)
Indebtedness of such Person, whether outstanding on the Issue Date or thereafter
Incurred, and (2) all other Obligations of such Person (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to such Person whether or not post-filing interest is
allowed in such proceeding) in respect of Indebtedness described in clause (1)
above unless, in the case of clauses (1) and (2), in the instrument creating or
evidencing the same or
<PAGE>
                                                                               9

pursuant to which the same is outstanding, it is provided that such Indebtedness
or other Obligations are not superior in right of payment to the Securities;
provided, however, that Senior Indebtedness shall not include (1) any obligation
of such Person to any Subsidiary, (2) any liability for Federal, state, local or
other taxes owed or owing by such Person or (3) any accounts payable or other
liability to trade creditors arising in the ordinary course of business
(including guarantees thereof or instruments evidencing such liabilities).

                  "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

                  "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) 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 (1) such Person,
(2) such Person and one or more Subsidiaries of such Person or (3) one or more
Subsidiaries of such Person.

                  "TIA" means the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of this
Indenture.

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

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

                  "Trust Officer" means any officer within the Corporate Trust
Office of the Trustee with direct
<PAGE>
                                                                              10

responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge and familiarity with the
particular subject.

                  "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                  "Unrestricted Certificated Security" means a Certificated
Security that is not a Transfer Restricted Security.

                  "Unrestricted Global Security" means a Global Security that is
not a Transfer Restricted Security.

                  "Voting Stock" means any class or classes of Capital Stock
pursuant to which the holders thereof under ordinary circumstances have the
power to vote in the election of the board of directors, managers or trustees of
any Person, or other persons performing similar functions irrespective of
whether or not the Capital Stock of any other class or classes shall have, or
might have, voting power by reason of the happening of any contingency.
<PAGE>
                                                                              11

                  SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                            Defined in
                       Term                  Section
                       ----                 ---------
<S>                                         <C>
"Agent Members" ........................     2.01(c)
"Bankruptcy Law" .......................     7.01
"Blockage Notice" ......................    11.03
"Change in Control".....................     4.07(a)
"Change in Control Purchase Date".......     4.07(a)
"Change in Control Purchase Notice".....     4.07(c)
"Change in Control Purchase Price"......     4.07(a)
"Closing Price".........................     5.06(f)
"Conversion Agent"......................     2.03
"Conversion Date".......................     5.02
"Conversion Price"......................     5.06
"Current Market Price Per Share"........     5.06(f)
"Defaulted Interest"....................     2.10
"Depositary"............................     2.01(b)
"Determination Date"....................     5.06(d)
"DTC"...................................     2.01(b)
"Expiration Date".......................     5.06(e)
"Expiration Time".......................     5.06(e)
"Event of Default" .....................     7.01
"Legal Holiday" ........................    12.08
"NNM"...................................     5.06(f)
"NYSE"..................................     5.06(f)
"Optional Redemption"...................     3.01
"Optional Redemption Date"..............     3.01
"Optional Redemption Price".............     3.01
"pay the Securities" ...................    11.03
"Paying Agent" .........................     2.03
"Payment Blockage Period" ..............    11.03
"Payment Default" ......................    11.03
"Purchase Agreement.....................     2.01(a)
"Purchased Shares"......................     5.06(e)
"QIB"...................................     2.08(b)(y)(2)
"Registrar".............................     2.03
"Regulation S"..........................     2.01(b)
"Rule 144A".............................     2.01(b)
"Successor Person" .....................     6.01
"Transfer Certificate"..................     2.08(f)(1)
"Transfer Restricted Security"..........     2.08(f)(1)
"Triggering Distribution"...............     5.06(d)
"Unissued Shares".......................     4.07(a)
</TABLE>
<PAGE>
                                                                              12

                  SECTION 1.03. Incorporation by Reference of Trust Indenture
Act. The mandatory provisions of the TIA are incorporated by reference in and
made a part of this Indenture. The following TIA terms have the following
meanings:

                  "Commission" means the SEC;

                  "indenture security holder" means a Securityholder;

                  "indenture to be qualified" means this Indenture;

                  "indenture trustee" or "institutional trustee" means the
Trustee; and

                  "obligor" on the indenture securities means the Company any
other obligor on the securities.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.

                  SECTION 1.04. Rules of Construction. Unless the context
otherwise requires:

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

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

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

                  (5) words in the singular include the plural and words in the
         plural include the singular;

                  (6) unsecured Indebtedness shall not be deemed to be
         subordinate or junior to Indebtedness secured by a Lien merely by
         virtue of its nature as unsecured Indebtedness;

                  (7) the principal amount of any noninterest bearing or other
         discount security at any date shall be
<PAGE>
                                                                              13

         the principal amount thereof that would be shown on a balance sheet of
         the Company dated such date prepared in accordance with GAAP; and

                  (8) all references to any amount of interest or any other
         amount payable on or with respect to any of the Securities shall be
         deemed to include payment of any Additional Interest pursuant to the
         Registration Rights Agreement.

                                    ARTICLE 2

                                 The Securities

                  SECTION 2.01. (a) Form and Dating. The Securities and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A, which is hereby incorporated in and expressly made part of this
Indenture. The Securities may have notations, legends or endorsements required
by law, stock exchange rule, agreements to which the Company is subject, if any,
or usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company). The Securities are being offered and sold by the
Company pursuant to a Purchase Agreement dated November 6, 2002 (the "Purchase
Agreement"), among the Company and Credit Suisse First Boston Corporation, CIBC
World Markets Corp. and U.S. Bancorp Piper Jaffray. Each Security shall be dated
the date of its authentication. The terms of the Securities set forth in Exhibit
A are part of the terms of this Indenture.

                  (b) Restricted Global Securities. All of the Securities are
initially being offered and sold in reliance on Rule 144A ("Rule 144A")or in
reliance on Regulation S ("Regulation S") under the Securities Act and shall be
issued initially in the form of one or more Restricted Global Securities, which
shall be deposited on behalf of the purchasers of the Securities represented
thereby with the Trustee, at its Corporate Trust Office, as custodian for the
depositary, The Depository Trust Company ("DTC") (such depositary, or any
successor thereto, being hereinafter referred to as the "Depositary"), and
registered in the name of its nominee, Cede & Co., duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of the Restricted Global Security may from time to time be
increased or decreased by
<PAGE>
                                                                              14

adjustments made on the records of the Securities Custodian as hereinafter
provided, subject in each case to compliance with the Applicable Procedures.

                  (c) 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, purchases or
conversions of such Securities. Any endorsement 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 Securities Custodian in accordance with
the standing instructions and procedures existing between the Depositary and the
Securities Custodian.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary or under any Global Security,
and the Depositary (including, for this purpose, its nominee) may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner and Holder of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall (1) 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 (2) impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

                  SECTION 2.02. Execution and Authentication. An Officer shall
sign the Securities for the Company by manual or facsimile signature.
Typographic and other minor defects in any facsimile signature shall not affect
the validity or enforceability of any Security which has been authenticated and
delivered by the Trustee.

                  If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall be valid nevertheless.
<PAGE>
                                                                              15

                  A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Security.
The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

                  On the Issue Date, the Trustee shall authenticate and deliver
up to $230 million of 4 3/4% Convertible Subordinated Notes Due November 15,
2007, which will be represented by a Restricted Global Security.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.

                  SECTION 2.03. Registrar, Paying Agent and Conversion Agent.
The Company shall maintain an office or agency where Securities may be presented
for registration of transfer or for exchange (the "Registrar"), an office or
agency where Securities may be presented for payment (the "Paying Agent") and
one or more offices or agencies where securities may be presented for conversion
(each, a "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 and one or more additional paying agents. The term "Paying Agent"
includes any additional paying agent.

                  The Company shall enter into an appropriate agency agreement
with any Registrar, co-registrar, Paying Agent or Conversion Agent not a party
to this Indenture, which shall incorporate the terms of the TIA. 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
therefor pursuant to Section 8.07. The Company may act as Paying Agent,
Registrar, co-registrar, transfer agent or Conversion Agent.
<PAGE>
                                                                              16

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

                  SECTION 2.04. Maintenance of Office or Agency. The Company
shall maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee,
Registrar or co-registrar) where Securities may be surrendered for registration
of transfer or for exchange and where notices and demands to or upon the Company
in respect of the Securities and this Indenture may be served. Such office shall
initially be State Street Bank and Trust Company, N.A., located at 61 Broadway,
New York, New York 10005. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

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

                  SECTION 2.05. Paying Agent To Hold Money in Trust. Prior to
each due date of the principal and interest on any Security, the Company shall
deposit with the Paying Agent a sum sufficient to pay such principal and
interest 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 Securityholders or the Trustee all money held by the
Paying Agent for the payment of principal of or interest on the Securities and
if the Paying Agent is different than the Trustee, shall notify the Trustee of
any default by the Company in making any such payment, and while any such
<PAGE>
                                                                              17

default continues, the Trustee may require the Paying Agent to pay all money
held by it to the Trustee. If the Company or a Subsidiary 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.

                  SECTION 2.06. Securityholder Lists. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall 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 Securityholders.

                  SECTION 2.07. Transfer and Exchange. The Securities shall be
issued in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of this Indenture
are satisfied. When Securities are presented to the Registrar or a co-registrar
with a request to exchange them for an equal principal amount of Securities of
other denominations, the Registrar shall make the exchange as requested if the
same requirements are met. To permit registration of transfers and exchanges,
the Company shall execute and the Trustee shall authenticate Securities at the
Registrar's or co-registrar's request. The Company or the Registrar may require
payment by the Holder of a sum sufficient to pay all taxes, assessments or other
governmental charges in connection with any transfer or exchange pursuant to
this Section. 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 for a period of 15 days before a selection
of Securities to be redeemed or 15 days before an interest payment date.
<PAGE>
                                                                              18

                  Prior to the due presentation for registration of transfer of
any Security, the Company, the Trustee, the Paying Agent, the Registrar or any
co-registrar may deem and treat the person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and (subject to the provisions of the Securities with
respect to record dates) interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Company,
the Trustee, the Paying Agent, the Registrar or any co-registrar shall be
affected by notice to the contrary.

                  All Securities issued upon any transfer or exchange pursuant
to the terms of this Indenture will evidence the same debt and will be entitled
to the same benefits under this Indenture as the Securities surrendered upon
such transfer or exchange.

                  SECTION 2.08. Additional Transfer and Exchange Requirements.
(a) Transfer and Exchange of Global Securities.

                  (1) Certificated Securities shall be issued in exchange for
interests in the Global Securities only if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as depositary for the Global
Securities or if it at any time ceases to be a "clearing agency" registered
under the Exchange Act, if so required by applicable law or regulation and a
successor depositary is not appointed by the Company within 90 days, (y) an
Event of Default has occurred and is continuing or (z) the Company, in its sole
discretion, notifies the Trustee in writing that it elects to cause the issuance
of Certificated Securities. In any such case, the Company shall execute, and the
Trustee shall, upon receipt of an order from the Company (which the Company
agrees to deliver promptly), authenticate and deliver Certificated Securities in
an aggregate principal amount equal to the principal amount of such Global
Securities in exchange therefor. Only Restricted Certificated Securities shall
be issued in exchange for beneficial interests in Restricted Global Securities,
and only Unrestricted Certificated Securities shall be issued in exchange for
beneficial interests in Unrestricted Global Securities. Certificated Securities
issued in exchange for beneficial interests in Global Securities shall be
registered in such names and shall be in such authorized
<PAGE>
                                                                              19

denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver or cause to be delivered such Certificated Securities to the
persons in whose names such Securities are so registered. Such exchange shall be
effected in accordance with the Applicable Procedures.

                  (2) Notwithstanding any other provisions of this Indenture
other than the provisions set forth in Section 2.08(a)(1), a Global Security may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

                  (b) Transfer and Exchange of Certificated Securities. In the
event that Certificated Securities are issued in exchange for beneficial
interests in Global Securities in accordance with Section 2.08(a)(1) of this
Indenture, on or after such event when Certificated Securities are presented by
a Holder to a Registrar with a request:

                  (x) to register the transfer of the Certificated Securities to
         a person who will take delivery thereof in the form of Certificated
         Securities only; or

                  (y) to exchange such Certificated Securities for an equal
         principal amount of Certificated Securities of other authorized
         denominations, such Registrar shall register the transfer or make the
         exchange as requested if the requirements for such transaction under
         this Indenture are satisfied;

provided, however, that the Certificated Securities presented or surrendered for
register of transfer or exchange:

                  (1) shall be duly endorsed or accompanied by an assignment
form and, if applicable, a transfer certificate each in the form included in
Exhibit A, and in a form satisfactory to the Registrar duly executed by the
Holder thereof or its attorney duly authorized in writing; and
<PAGE>
                                                                              20

                  (2) in the case of a Restricted Certificated Security, such
request shall be accompanied by the following additional information and
documents, as applicable:

                  (i) if such Restricted Certificated Security is being
         delivered to the Registrar by a Holder for registration in the name of
         such Holder, without transfer, or such Restricted Certificated Security
         is being transferred to the Company or a Subsidiary of the Company, a
         certification to that effect from such Holder (in substantially the
         form set forth in the Transfer Certificate);

         (ii) if such Restricted Certificated Security is being transferred to a
         person the Holder reasonably believes is a qualified institutional
         buyer as defined in Rule 144A ("QIB") in accordance with Rule 144A or
         pursuant to an effective registration statement under the Securities
         Act, a certification to that effect from such Holder (in substantially
         the form set forth in the Transfer Certificate); or

         (iii) if such Restricted Certificated Security is being transferred (x)
         pursuant to an exemption from the registration requirements of the
         Securities Act in accordance with Rule 144, (y) outside the United
         States in an offshore transaction within the meaning of Regulation S
         under the Securities Act in compliance with Rule 904 under the
         Securities Act or (z)(A) pursuant to an exemption from the registration
         requirements of the Securities Act (other than pursuant to Rule 144A,
         Rule 144 or Rule 904), and (B) as a result, such Security shall cease
         to be a "restricted security" within the meaning of Rule 144, a
         certification to that effect from the Holder (in substantially the form
         set forth in the Transfer Certificate) and, if the Company or such
         Registrar so requests, an Opinion of Counsel, certificates and other
         information reasonably acceptable to the Company and such Registrar to
         the effect that such transfer is in compliance with the registration
         requirements of the Securities Act.

                  (c) Transfer of a Beneficial Interest in a Restricted Global
Security for a Beneficial Interest in an Unrestricted Global Security. Any
person having a beneficial interest in a Restricted Global Security may upon
<PAGE>
                                                                              21

request, subject to the Applicable Procedures, transfer such beneficial interest
to a person who is required or permitted to take delivery thereof in the form of
an Unrestricted Global Security. Upon receipt by the Trustee of written
instructions, or such other form of instructions as is customary for the
Depositary, from the Depositary or its nominee on behalf of any person having a
beneficial interest in a Restricted Global Security and the following additional
information and documents in such form as is customary for the Depositary from
the Depositary or its nominee on behalf of the person having such beneficial
interest in the Restricted Global Security (all of which may be submitted by
facsimile or electronically):

                  (1) if such beneficial interest is being transferred pursuant
         to an effective registration statement under the Securities Act, a
         certification to that effect from the transferor (in substantially the
         form set forth in the Transfer Certificate); or

                  (2) if such beneficial interest is being transferred (i)
         pursuant to an exemption from the registration requirements of the
         Securities Act in accordance with Rule 144, (ii) outside the United
         States in an offshore transaction within the meaning of Regulation S
         under the Securities Act in compliance with Rule 904 under the
         Securities Act or (iii) (A) pursuant to an exemption from the
         registration requirements of the Securities Act (other than pursuant to
         Rule 144A, Rule 144 or Rule 904) and (B) as a result, such Security
         shall cease to be a "restricted security" within the meaning of Rule
         144, a certification to that effect from the transferor (in
         substantially the form set forth in the Transfer Certificate) and, if
         the Company or the Trustee so requests, an Opinion of Counsel,
         certificates and other information reasonably acceptable to the Company
         and the Trustee to the effect that such transfer is in compliance with
         the registration requirements of the Securities Act, the Trustee, as a
         Registrar and Securities Custodian, shall reduce or cause to be reduced
         the aggregate principal amount of the Restricted Global Security by the
         appropriate principal amount and shall increase or cause to be
         increased the aggregate principal amount of the Unrestricted Global
         Security by a like principal amount. Such transfer shall otherwise be
         effected in accordance with the
<PAGE>
                                                                              22

         Applicable Procedures. If no Unrestricted Global Security is then
         outstanding, the Company shall execute and the Trustee shall, upon
         receipt of a Company Order (which the Company agrees to deliver
         promptly), authenticate and deliver an Unrestricted Global Security.

                  (d) Transfer of a Beneficial Interest in an Unrestricted
Global Security for a Beneficial Interest in a Restricted Global Security. Any
person having a beneficial interest in an Unrestricted Global Security may upon
request, subject to the Applicable Procedures, transfer such beneficial interest
to a person who is required or permitted to take delivery thereof in the form of
a Restricted Global Security (it being understood that only QIBs may own
beneficial interests in Restricted Global Securities). Upon receipt by the
Trustee of written instructions or such other form of instructions as is
customary for the Depositary, from the Depositary or its nominee, on behalf of
any person having a beneficial interest in an Unrestricted Global Security and,
in such form as is customary for the Depositary, from the Depositary or its
nominee on behalf of the person having such beneficial interest in the
Unrestricted Global Security (all of which may be submitted by facsimile or
electronically) a certification from the transferor (in substantially the form
set forth in the Transfer Certificate) to the effect that such beneficial
interest is being transferred to a person that the transferor reasonably
believes is a QIB in accordance with Rule 144A. The Trustee, as a Registrar and
Securities Custodian, shall reduce or cause to be reduced the aggregate
principal amount of the Unrestricted Global Security by the appropriate
principal amount and shall increase or cause to be increased the aggregate
principal amount of the Restricted Global Security by a like principal amount.
Such transfer shall otherwise be effected in accordance with the Applicable
Procedures. If no Restricted Global Security is then outstanding, the Company
shall execute and the Trustee shall, upon receipt of a Company Order (which the
Company agrees to deliver promptly), authenticate and deliver a Restricted
Global Security.
<PAGE>
                                                                              23

                  (e) Transfers of Certificated Securities for Beneficial
Interest in Global Securities. In the event that Certificated Securities are
issued in exchange for beneficial interests in Global Securities and,
thereafter, the events or conditions specified in Section 2.08(a)(1) which
required such exchange shall cease to exist, the Company shall mail notice to
the Trustee and to the Holders stating that Holders may exchange Certificated
Securities for interests in Global Securities by complying with the procedures
set forth in this Indenture and briefly describing such procedures and the
events or circumstances requiring that such notice be given. Thereafter, if
Certificated Securities are presented by a Holder to a Registrar with a request:

                  (x) to register the transfer of such Certificated Securities
         to a person who will take delivery thereof in the form of a beneficial
         interest in a Global Security, which request shall specify whether such
         Global Security will be a Restricted Global Security or an Unrestricted
         Global Security; or

                  (y) to exchange such Certificated Securities for an equal
         principal amount of beneficial interests in a Global Security, which
         beneficial interests will be owned by the Holder transferring such
         Certificated Securities (provided that in the case of such an exchange,
         Restricted Certificated Securities may be exchanged only for Restricted
         Global Securities and Unrestricted Certificated Securities may be
         exchanged only for Unrestricted Global Securities), the Registrar shall
         register the transfer or make the exchange as requested by canceling
         such Certificated Security and causing, or directing the Securities
         Custodian to cause, the aggregate principal amount of the applicable
         Global Security to be increased accordingly and, if no such Global
         Security is then outstanding, the Company shall issue and the Trustee
         shall authenticate and deliver a new Global Security;

provided, however, that the Certificated Securities presented or surrendered for
registration of transfer or exchange:

                  (1) shall be duly endorsed or accompanied by a written
instrument of transfer in accordance with the provisions of Section
2.08(b)(y)(1);
<PAGE>
                                                                              24

                  (2) in the case of a Restricted Certificated Security to be
transferred for a beneficial interest in an Unrestricted Global Security, such
request shall be accompanied by the following additional information and
documents, as applicable:

                  (i) if such Restricted Certificated Security is being
         transferred pursuant to an effective registration statement under the
         Securities Act, a certification to that effect from such Holder (in
         substantially the form set forth in the Transfer Certificate); or

                  (ii) if such Restricted Certificated Security is being
         transferred (x) pursuant to an exemption from the registration
         requirements of the Securities Act in accordance with Rule 144, (y)
         outside the United States in an offshore transaction within the meaning
         of Regulation S under the Securities Act in compliance with Rule 904
         under the Securities Act or (z)(A) pursuant to an exemption from the
         registration requirements of the Securities Act (other than pursuant to
         Rule 144A, Rule 144 or Rule 904) and (B) as a result, such Security
         shall cease to be a "restricted security" within the meaning of Rule
         144, a certification to that effect from such Holder (in substantially
         the form set forth in the Transfer Certificate), and, if the Company or
         the Registrar so requests, an Opinion of Counsel, certificates and
         other information reasonably acceptable to the Company and the Trustee
         to the effect that such transfer is in compliance with the registration
         requirements of the Securities Act;

                  (3) in the case of a Restricted Certificated Security to be
transferred or exchanged for a beneficial interest in a Restricted Global
Security, such request shall be accompanied by a certification from such Holder
(in substantially the form set forth in the Transfer Certificate) to the effect
that such Restricted Certificated Security is being transferred to a person the
Holder reasonably believes is a QIB (which, in the case of an exchange, shall be
such Holder) in accordance with Rule 144A;

                  (4) in the case of an Unrestricted Certificated Security to be
transferred or exchanged for a beneficial
<PAGE>
                                                                              25

interest in an Unrestricted Global Security, such request need not be
accompanied by any additional information or documents; and

                  (5) in the case of an Unrestricted Certificated Security to be
transferred or exchanged for a beneficial interest in a Restricted Global
Security, such request shall be accompanied by a certification from such Holder
(in substantially the form set forth in the Transfer Certificate) to the effect
that such Unrestricted Certificated Security is being transferred to a person
the Holder reasonably believes is a QIB (which, in the case of an exchange,
shall be such Holder) in accordance with Rule 144A.

                  (f)  Legends.

                  (1) Except as permitted by the following paragraphs (2) and
(3), each Global Security and Certificated Security (and all Securities issued
in exchange therefor or upon registration of transfer or replacement thereof)
shall bear a legend in substantially the form called for by footnote 2 to
Exhibit A hereto (each a "Transfer Restricted Security" for so long as it is
required by this Indenture to bear such legend). Each Transfer Restricted
Security shall have attached thereto a certificate (a "Transfer Certificate") in
substantially the form called for by footnote 5 to Exhibit A hereto.

                  (2) Upon any sale or transfer of a Transfer Restricted
Security (v) after the expiration of the holding period applicable to sales of
the Securities under Rule 144(k) of the Securities Act, (w) pursuant to Rule
144, (x) outside the United States in an offshore transaction within the meaning
of Regulation S under the Securities Act in compliance with Rule 904 under the
Securities Act (y) pursuant to an effective registration statement under the
Securities Act or (z)(A) pursuant to any other available exemption (other than
Rule 144A, Rule 144 or Rule 904) from the registration requirements of the
Securities Act and (B) as a result, such Security shall cease to be a
"restricted security" within the meaning of Rule 144:
<PAGE>
                                                                              26

                  (i) in the case of any Restricted Certificated Security, any
         Registrar shall permit the Holder thereof to exchange such Restricted
         Certificated Security for an Unrestricted Certificated Security, or
         (under the circumstances described in Section 2.08(e) to transfer such
         Restricted Certificated Security to a transferee who shall take such
         Security in the form of a beneficial interest in an Unrestricted Global
         Security, and in each case shall rescind any restriction on the
         transfer of such Security; provided, however, that the Holder of such
         Restricted Certificated Security shall, in connection with such
         exchange or transfer, comply with the other applicable provisions of
         this Section 2.08; and

                  (ii) in the case of any beneficial interest in a Restricted
         Global Security, the Trustee shall permit the beneficial owner thereof
         to transfer such beneficial interest to a transferee who shall take
         such interest in the form of a beneficial interest in an Unrestricted
         Global Security and shall rescind any restriction on transfer of such
         beneficial interest; provided, however, that such Unrestricted Global
         Security shall continue to be subject to the provisions of Section
         2.08(a)(2); and provided further, that the owner of such beneficial
         interest shall, in connection with such transfer, comply with the other
         applicable provisions of this Section 2.07.

                  (3) Upon the exchange, registration of transfer or replacement
of Securities not bearing the legend described in paragraph (1) above, the
Company shall execute, and the Trustee shall authenticate and deliver Securities
that do not bear such legend and that do not have a Transfer Certificate
attached thereto.

                  (4) After the expiration of the holding period pursuant to
Rule 144(k) of the Securities Act, the Company may with the consent of the
Holder of a Restricted Global Security or Restricted Certificated Security,
remove any restriction of transfer on such Security, and the Company shall
execute, and the Trustee shall authenticate and deliver Securities that do not
bear such legend and that do not have a Transfer Certificate attached thereto.

                  (g) Transfers to the Company. Nothing in this Indenture or in
the Securities shall prohibit the sale or
<PAGE>
                                                                              27

other transfer of any Securities (including beneficial interests in Global
Securities) to the Company or any of its Subsidiaries.

                  (h)  No Obligation of the Trustee.

                       (i) The Trustee shall have no responsibility or
                  obligation to any beneficial owner of a Global Security, a
                  member of, or a participant in the Depository or other Person
                  with respect to the accuracy of the books or records, or the
                  acts or omissions, of the Depository or its nominee or of any
                  participant or member thereof, with respect to any ownership
                  interest in the Securities or with respect to the delivery to
                  any participant, member, beneficial owner or other Person
                  (other than the Depository) of any notice (including any
                  notice of redemption) or the payment of any amount, under or
                  with respect to such Securities. All notices and
                  communications to be given to the Holders and all payments to
                  be made to Holders under the Securities shall be given or made
                  only to or upon the order of the registered Holders (which
                  shall be the Depository or its nominee in the case of a Global
                  Security). The rights of beneficial owners in any Global
                  Security shall be exercised only through the Depository
                  subject to the Applicable Procedures of the Depository. The
                  Trustee may rely and shall be fully protected in relying upon
                  information furnished by the Depository with respect to its
                  members, participants and any beneficial owners.

                       (ii) The Trustee shall have no obligation or duty to
                  monitor, determine or inquire as to compliance with any
                  restrictions on transfer imposed under this Indenture or under
                  applicable law with respect to any transfer of any interest in
                  any Security (including any transfers between or among
                  Depository participants, members or beneficial owners in any
                  Global Security) other than to require delivery of such
                  certificates and other documentation or evidence as are
                  expressly required by, and to do so if and when expressly
                  required by, the terms of this Indenture, and to examine the
                  same to determine substantial
<PAGE>
                                                                              28

                  compliance as to form with the express requirements hereof.

                  SECTION 2.09. 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 or purchase as a
convenience to Holders; provided, however, 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 or
purchase and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption or purchase shall not
be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                  SECTION 2.10. Replacement Securities. If a mutilated Security
is surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
this Indenture are met and the Holder satisfies any other reasonable
requirements of the Trustee. If required by the Trustee or the Company, such
Holder shall furnish an indemnity bond sufficient in the judgment of the Company
and the Trustee to protect the Company, the Trustee, the Paying Agent, the
Registrar and any co-registrar from any loss which any of them may suffer if a
Security is replaced. The Company and the Trustee may charge the Holder for
their expenses in replacing a Security.

                  Upon the issuance of any new Securities under this Section
2.10, the Company or the Registrar may require the payment by a Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

                  Every replacement Security is an additional obligation of the
Company.

                  SECTION 2.11. Outstanding Securities. Securities outstanding
at any time are all Securities authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation and those described in
this
<PAGE>
                                                                              29

Section as not outstanding. A Security does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Security.

                  If a Security is replaced pursuant to Section 2.10, it ceases
to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a bona fide purchaser, in which
case the replacement Security shall cease to be outstanding, subject to the
provisions of this Indenture.

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest payable on that date with respect
to the Securities (or portions thereof) to be redeemed or maturing, as the case
may be, and the Paying Agent is not prohibited from paying such money to the
Securityholders on that date pursuant to the terms of this Indenture, then on
and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

                  SECTION 2.12. Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
and deliver them in exchange for temporary Securities.

                  SECTION 2.13. Cancellation. The Company at any time may
deliver Securities to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else shall
cancel and destroy all Securities surrendered for registration of transfer,
exchange, payment or cancellation and deliver a certificate of such destruction
to the Company unless the Company directs the Trustee to deliver cancelled
Securities to the Company. The Company may not issue new Securities to replace
Securities it has redeemed, paid or delivered to the Trustee for cancellation.
<PAGE>
                                                                              30

                  SECTION 2.14. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, the Company shall pay defaulted interest
(plus interest on such defaulted interest to the extent lawful) in any lawful
manner. The Company may pay the defaulted interest to the persons who are
Securityholders on a subsequent special record date. The Company shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.

                                    ARTICLE 3

                                   Redemption

                  SECTION 3.01. Optional Redemption. At any time on or after
November 20, 2005, the Company may redeem any portion of the Securities
("Optional Redemption") upon giving notice as set forth in Section 3.04 at the
Redemption Prices (an "Optional Redemption Price") specified in paragraph 5 of
the form of Security attached hereto as Exhibit A; provided, however, that if
the redemption date (the "Optional Redemption Date") falls after an interest
payment record date and on or before an interest payment date, then the interest
payment will be payable to the Holders in whose name the Securities are
registered at the close of business on the relevant record date for payment of
such interest. If the Company elects to redeem Securities pursuant to this
Section 3.01 and paragraph 5 of the Securities, it shall notify the Trustee, at
the earlier of the time the Company notifies the Holders of such redemption or
45 days prior to the Optional Redemption Date as fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), of the Optional Redemption
Date and the principal amount of Securities to be redeemed. If fewer than all of
the Securities are to be redeemed, the record date relating to such redemption
shall be selected by the Company and given to the Trustee, which record date
shall not be less than ten days after the date of notice of the Trustee.

                  SECTION 3.02. Notices to Trustee. If the Company elects to
redeem the Securities pursuant to paragraph 5 of the Securities, it shall notify
the Trustee in writing of the redemption date, the principal amount of
Securities to
<PAGE>
                                                                              31

be redeemed and the paragraph of the Securities pursuant to which the redemption
will occur.

                  SECTION 3.03. Selection of Securities to Be Redeemed. If fewer
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the
Trustee in its sole discretion considers to be fair and appropriate. The Trustee
shall make the selection from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than $1,000. Securities and portions
of them the Trustee selects shall be in amounts of $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed. If any Security selected for partial redemption is
converted in part before termination of the conversion right with respect to the
portion of the Security so selected, the converted portion of such Security
shall be deemed to be the portion selected for redemption. Securities which have
been converted during the selection of Securities to be redeemed shall be
treated by the Trustee as outstanding for the purpose of such selection.

                  SECTION 3.04. Notice of Redemption. At least 20 days but not
more than 60 days before a date for an Optional Redemption Date of Securities,
the Company shall mail or deliver a notice of redemption to each Holder of
Securities to be redeemed at such Holder's registered address.

                  The notice shall identify the Securities (including CUSIP
numbers) to be redeemed and shall state:

                  (1) the redemption date;

                  (2) the redemption price;

                  (3) the name and address of the Paying Agent;

                  (4) the then-current Conversion Price;
<PAGE>
                                                                              32

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

                  (6) if fewer than all the outstanding Securities are to be
         redeemed, the identification and principal amounts of the particular
         Securities to be redeemed;

                  (7) that, unless the Company defaults in making such
         redemption payment or the Paying Agent is prohibited from making such
         payment pursuant to the terms of this Indenture, interest on Securities
         (or portion thereof) called for redemption ceases to accrue on and
         after the redemption date;

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

                  (9) the paragraph of the Securities pursuant to which the
         Securities called for redemption are being redeemed; and

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

If any of the Securities to be redeemed is in the form of a Global Security,
then the Company shall modify such notice to the extent necessary, to accord
with the Applicable Procedures of the Depositary applicable to redemptions.

                  At the Company's request, upon at least five (5) days prior
notice to the Trustee, the Trustee shall give the notice of redemption in the
Company's name and at the Company's expense. In such event, the Company shall
provide the Trustee with the information required by this Section.

                  SECTION 3.05. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the Optional Redemption Date and at the Optional Redemption Price stated in the
notice, except for Securities that are converted in accordance with the
provisions of Article 5. Upon surrender
<PAGE>
                                                                              33

to the Paying Agent, such Securities shall be paid at the Optional Redemption
Price stated in the notice, plus accrued interest to the Optional Redemption
Date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date) and such Securities
will be delivered to the Trustee for cancellation. 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.

                  SECTION 3.06. Deposit of Redemption Price. Prior to the
Optional Redemption Date, the Company shall deposit with the Paying Agent (or,
if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in
trust) money sufficient to pay the Optional Redemption Price of and accrued
interest (subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date) on all Securities
to be redeemed on that date other than Securities or portions of Securities
called for redemption which have been delivered by the Company to the Trustee
for cancellation or conversion. The Paying Agent shall return to the Company any
money not required for that purpose because of the conversion of the Securities
pursuant to Article 5.

                  SECTION 3.07. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.

                                    ARTICLE 4

                                    Covenants

                  SECTION 4.01. Payment of Securities. The Company shall
promptly pay the principal of and interest on the Securities on the dates and in
the manner provided in the Securities and in this Indenture. Principal and
interest shall be considered paid on the date due if on such date the Trustee or
the Paying Agent holds in accordance with this Indenture money sufficient to pay
all principal and interest then due and the Trustee or the Paying Agent, as the
case may be, is not prohibited from paying such money to the
<PAGE>
                                                                              34

Securityholders on that date pursuant to the terms of this Indenture.

                  The Company shall pay interest on overdue principal at the
rate specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful. The conversion
of any Securities pursuant to Article 5 hereof, together with the making of any
cash payments required to be made in accordance with the terms of the Securities
and this Indenture, shall satisfy the Company's obligations under this Section
4.01 with respect to such Securities.

                  SECTION 4.02. SEC Reports. Whether or not subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
will file with the SEC and provide the Trustee with such annual reports and such
information, documents and other reports as are specified in Sections 13 and
15(d) of the Exchange Act and applicable to a U.S. corporation subject to such
Sections, at the times specified for such filings under such Sections. The
Company also shall comply with the other provisions of TIA Section 314(a) as may
be required under the provisions of the TIA. 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 on an Officer's Certificate).

                  SECTION 4.03. Compliance Certificates. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company certificates of the principal executive officer, the principal financial
officer or the principal accounting officer of the Company stating whether or
not the signer knows of any Default that occurred during such Period. If such
signer does, the certificate shall describe the Default, its status and what
action the Company is taking or proposes to take with respect thereto. The
Company also shall comply with TIA Section 314(a)(4).

                  SECTION 4.04 Further Instruments and Acts. Upon
<PAGE>
                                                                              35

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

                  SECTION 4.05. Maintenance of Corporate Existence. Except as
otherwise permitted in this Indenture, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence.

                  SECTION 4.06. Payment of Additional Interest. If Additional
Interest is payable by the Company pursuant to the Registration Rights
Agreement, the Company shall deliver to the Trustee a certificate to that effect
stating (i) the amount of such Additional Interest that is payable and (ii) the
date on which such Additional Interest is payable. Unless and until a Trust
Officer of the Trustee receives such a certificate, the Trustee may assume
without inquiry that no such Additional Interest is payable. If the Company has
paid Additional Interest directly to the Persons entitled to it, the Company
shall deliver to the Trustee a certificate setting forth the particulars of such
payment.

                  SECTION 4.07. Purchase of Securities at Option of the Holder
upon Change in Control. (a) If at any time that Securities remain outstanding
there shall occur a Change in Control, Securities shall be purchased by the
Company at the option of the Holders thereof as of the date that is no less than
30 and no more than 60 days from the date such notice is mailed or delivered as
required by paragraph (b) of this Section 4.07, (the "Change in Control Purchase
Date") at a purchase price equal to the principal amount of the Securities, plus
accrued and unpaid interest to, but excluding, the Change in Control Purchase
Date (the "Change in Control Purchase Price"), subject to satisfaction by or on
behalf of any Holder of the requirements set forth in subsection (c) of this
Section 4.07.

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

                  (1) any "person" or "group" is or becomes the "beneficial
         owner" (as defined below), directly or indirectly, of shares of Voting
         Stock of the Company representing 50% or more of the total voting power
         of
<PAGE>
                                                                              36

         all outstanding classes of Voting Stock of the Company or such person
         or group has the power, directly or indirectly, to elect a majority of
         the members of the Board of Directors of the Company; or

                  (2) the Company consolidates with, or merges with or into,
         another Person or the Company sells, assigns, conveys, transfers,
         leases or otherwise disposes of all or substantially all of its assets,
         or any Person consolidates with, or merges with or into, the Company,
         in any such event other than pursuant to a transaction in which the
         Persons that "beneficially owned" (as defined below), directly or
         indirectly, shares of Voting Stock of the Company immediately prior to
         such transaction "beneficially own" (as defined below), directly or
         indirectly, shares of Voting Stock representing at least a majority of
         the total voting power of all outstanding classes of Voting Stock of
         the surviving or transferee Person; or

                  (3) the adoption of a plan relating to the liquidation or
         dissolution of the Company.

                  For the purpose of the definition of "Change in Control", (i)
"person" and "group" have the meanings given to them for purposes of Section
13(d) and 14(d) of the Exchange Act or any successor provisions, and the term
"group" includes any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act (or any successor provision thereto), (ii) a "beneficial owner"
shall be determined in accordance with Rule 13D-3 under the Exchange Act, as in
effect on the date of this Indenture, except that the number of shares of Voting
Stock of the Company shall be deemed to include, in addition to all outstanding
shares of Voting Stock of the Company and Unissued Shares deemed to be held by
the "person" or "group" (as such terms are defined above) or other Person with
respect to which the Change in Control determination is being made, all Unissued
Shares deemed to be held by all other Persons, (iii) "beneficially owned" has a
meaning correlative to that of beneficial owner and (iv) "Unissued Shares" means
shares of Voting Stock of the Company not outstanding that are subject to
options, warrants, rights to purchase or conversion privileges exercisable
within 60 days of the date of determination of a Change in Control.
<PAGE>
                                                                              37

Notwithstanding anything to the contrary set forth in this Section 4.07, a
Change in Control will not be deemed to have occurred if either:

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

                  (2) in the case of a merger or consolidation, at least 75% of
         the consideration excluding cash payments for fractional shares in the
         merger or consolidation constituting the Change in Control consists of
         common stock traded on a United States national securities exchange or
         quoted on The Nasdaq National Market (or which will be so traded or
         quoted when issued or exchanged in connection with such Change in
         Control) and as a result of such transaction or transactions the
         Securities become convertible solely into such common stock.

                  (b) Within 10 Business Days after the occurrence of a Change
in Control, the Company shall mail a written notice of the Change in Control to
the Trustee (and the Paying Agent if the Trustee is not then acting as Paying
Agent) and to each Holder (and to beneficial owners as required by applicable
law). The notice shall include the form of a Change in Control Purchase Notice
to be completed by the Holder and shall state:

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

                  (2) the date by which the Change in Control Purchase Notice
         pursuant to this Section 4.07 must be given;

                  (3) the Change in Control Purchase Date;

                  (4) the Change in Control Purchase Price;

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

                  (6) the Conversion Price and any adjustments thereto;
<PAGE>
                                                                              38

                  (7) that Securities as to which a Change in Control Purchase
         Notice has been given may be converted into Common Stock pursuant to
         Article 5 of this Indenture only to the extent that the Change in
         Control Purchase Notice has been withdrawn in accordance with the terms
         of this Indenture;

                  (8) the procedures that the Holder must follow to exercise
         rights under this Section 4.07;

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

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

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

                  (c) A Holder may exercise its rights specified in subsection
(a) of this Section 4.07 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit A hereto and which may be delivered
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "Change in Control Purchase
Notice") to any Paying Agent at any time prior to the close of business on the
Business Day next preceding the Change in Control Purchase Date.

                  The delivery of such Security to any Paying Agent (together
with all necessary endorsements) at the office of such Paying Agent shall be a
condition to the receipt by the Holder of the Change in Control Purchase Price
therefor.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 4.07, a portion of a Security if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture
that apply to the purchase of all of a Security
<PAGE>
                                                                              39

pursuant to Sections 4.07 through 4.12 also apply to the purchase of such
portion of such Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to a Paying Agent the Change in Control Purchase Notice contemplated
by this subsection (c) shall have the right to withdraw such Change in Control
Purchase Notice in whole or in a portion thereof that is a principal amount of
$1,000 or in an integral multiple thereof at any time prior to the close of
business on the Business Day next preceding the Change in Control Purchase Date
by delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 4.08.

                  A Paying Agent shall promptly notify the Company of the
receipt by it of any Change in Control Purchase Notice or written withdrawal
thereof.

                  Anything herein to the contrary notwithstanding, in the case
of Global Securities, any Change in Control Purchase Notice may be delivered or
withdrawn and such Securities may be surrendered or delivered for purchase in
accordance with the Applicable Procedures as in effect from time to time.

                  SECTION 4.08. Effect of Change in Control Purchase Notice.
Upon receipt by any Paying Agent of the Change in Control Purchase Notice
specified in Section 4.07(c), the Holder of the Security in respect of which
such Change in Control Purchase Notice was given shall (unless such Change in
Control Purchase Notice is withdrawn as specified below) thereafter be entitled
to receive the Change in Control Purchase Price with respect to such Security.
Such Change in Control Purchase Price shall be paid to such Holder promptly
following the later of (a) the Change in Control Purchase Date with respect to
such Security (provided the conditions in Section 4.07(c) have been satisfied)
and (b) the time of delivery of such Security to a Paying Agent by the Holder
thereof in the manner required by Section 4.07(c). Securities in respect of
which a Change in Control Purchase Notice has been given by the Holder thereof
may not be converted into shares of Common Stock on or after the date of the
delivery of such Change in Control Purchase Notice unless such Change in Control
Purchase Notice has first been validly withdrawn.
<PAGE>
                                                                              40

                  A Change in Control Purchase Notice may be withdrawn by means
of a written notice (which may be delivered by letter, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Securities, may be delivered electronically or by other means in
accordance with the Depositary's customary procedures) of withdrawal delivered
by the Holder to a Paying Agent at any time prior to the close of business on
the Business Day immediately preceding the Change in Control Purchase Date,
specifying the principal amount of the Security or portion thereof (which must
be a principal amount of $1,000 or an integral multiple of $1,000 in excess
thereof) with respect to which such notice of withdrawal is being submitted.

                  SECTION 4.09. Deposit of Change in Control Purchase Price. On
or before 11:00 a.m. New York City time on the Change in Control Purchase Date,
the Company shall deposit with the Trustee or with a Paying Agent (other than
the Company or an Affiliate of the Company) an amount of money (in immediately
available funds if deposited on such Business Day) sufficient to pay the
aggregate Change in Control Purchase Price of all the Securities or portions
thereof that are to be purchased as of such Change in Control Purchase Date. The
manner in which the deposit required by this Section 4.09 is made by the Company
shall be at the option of the Company, provided that such deposit shall be made
in a manner such that the Trustee or a Paying Agent shall have immediately
available funds on the Change in Control Purchase Date.

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

                  SECTION 4.10. Securities Purchased in Part. Any Security that
is to be purchased only in part shall be surrendered at the office of a Paying
Agent and promptly
<PAGE>
                                                                              41

after the Change in Control Purchase Date 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 such authorized denomination or
denominations as may be requested by such Holder, in aggregate principal amount
equal to, and in exchange for, the portion of the principal amount of the
Security so surrendered that is not purchased.

                  SECTION 4.11. Compliance with Securities Laws upon Purchase of
Securities. In connection with any offer to purchase or purchase of Securities
under Section 4.07, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1
(or any successor to either such Rule), if applicable, under the Exchange Act,
(b) file the related Schedule TO (or any successor or similar schedule, form or
report) if required under the Exchange Act, and (c) otherwise comply with all
federal and state securities laws in connection with such offer to purchase or
purchase of Securities, all so as to permit the rights of the Holders and
obligations of the Company under Sections 4.07 through 4.10 to be exercised in
the time and in the manner specified therein.

                  SECTION 4.12 Repayment to the Company. To the extent that the
aggregate amount of cash deposited by the Company pursuant to Section 4.09
exceeds the aggregate Change in Control Purchase Price together with interest,
if any, thereon of the Securities or portions thereof that the Company is
obligated to purchase, then promptly after the Change in Control Purchase Date
the Trustee or a Paying Agent, as the case may be, shall return any such excess
cash (including any interest thereon) to the Company.

                                    ARTICLE 5

                                   Conversion
<PAGE>
                                                                              42

                  SECTION 5.01. Conversion Privilege. Subject to the further
provisions of this Article 5, a Holder of a Security may, at the Holder's
option, convert the principal amount of such Security (or any portion thereof
equal to $1,000 or any integral multiple of $1,000 in excess thereof) into
Common Stock at any time prior to the close of business on the Business Day
immediately proceeding November 15, 2007, the Conversion Price then in effect;
provided, however, that, if such Security is called for redemption or submitted
or presented for purchase pursuant to Article 4, such conversion right shall
terminate at the close of business on the Business Day immediately preceding the
Optional Redemption Date or Change in Control Purchase Date, as the case may be,
for such Security or such earlier date as the Holder presents such Security for
redemption or for purchase (unless the Company shall default in making the
redemption payment or Change in Control Purchase Price payment when due, in
which case the conversion right shall terminate at the close of business on the
date such default is cured and such Security is redeemed or purchased, as the
case may be). The number of shares of Common Stock issuable upon conversion of a
Security shall be determined by dividing the principal amount of the Security or
portion thereof surrendered for conversion by the Conversion Price in effect on
the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of
the Securities and is subject to adjustment as provided in this Article 5.

                  Provisions of this Indenture that apply to conversion of all
of a Security also apply to conversion of a portion of a Security.

                  A Security in respect of which a Holder has delivered a Change
in Control Purchase Notice pursuant to Section 4.07(c) exercising the option of
such Holder to require the Company to purchase such Security may be converted
only if such Change in Control Purchase Notice is withdrawn by a written notice
of withdrawal delivered to a Paying Agent prior to the close of business on the
Business Day immediately preceding the Change in Control Purchase Date in
accordance with Section 4.08.

                  A Holder of Securities is not entitled to any rights of a
holder of Common Stock until such Holder has converted its Securities into
Common Stock, and only to the extent such Securities are deemed to have been
converted into Common Stock pursuant to this Article 5.
<PAGE>
                                                                              43

                  SECTION 5.02. Conversion Procedure. To convert a Security, a
Holder must (a) complete and manually sign the conversion notice on the back of
the Security and deliver such notice to a Conversion Agent, (b) surrender the
Security to a Conversion Agent, (c) furnish appropriate endorsements and
transfer documents if required by a Registrar or a Conversion Agent, and (d) pay
any transfer or similar tax, if required. The date on which the Holder satisfies
all of those requirements is the "Conversion Date". As soon as practicable after
the Conversion Date, the Company shall deliver to the Holder through a
Conversion Agent a certificate for the number of whole shares of Common Stock
issuable upon the conversion and cash in lieu of any fractional shares pursuant
to Section 5.03. Anything herein to the contrary notwithstanding, in the case of
Global Securities, conversion notices may be delivered and such Securities may
be surrendered for conversion in accordance with the Applicable Procedures as in
effect from time to time.

                  The person in whose name the Common Stock certificate is
registered shall be deemed to be a stockholder of record on the Conversion Date;
provided, however, that no surrender of a Security on any date when the stock
transfer books of 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; provided further, however, that
such conversion shall be at the Conversion Price in effect on the Conversion
Date as if the stock transfer books of Company had not been closed. Upon
conversion of a Security, such person shall no longer be a Holder of such
Security. No payment or adjustment will be made for dividends or distributions
on shares of Common Stock issued upon conversion of a Security.

                  Securities so surrendered for conversion (in whole or in part)
during the period from the close of business on any regular record date to the
opening of business on the next succeeding interest payment date (excluding
Securities or portions thereof which are either (i) called for
<PAGE>
                                                                              44

redemption or (ii) subject to purchase following a Change in Control, in either
case, on a date during the period beginning at the close of business on a
regular record date and ending at the opening of business on the first Business
Day after the next succeeding interest payment date, or if such interest payment
date is not a Business Day, the second such Business Day) shall also be
accompanied by payment in funds acceptable to the Company in an amount equal to
the interest payable on such interest payment date on the principal amount of
such Security then being converted, and such interest shall be payable to such
registered Holder notwithstanding the conversion of such Security, subject to
the provisions of this Indenture relating to the payment of defaulted interest
by the Company. Except as otherwise provided in this Section 5.02, no payment or
adjustment will be made for accrued interest on a converted Security. If the
Company defaults in the payment of interest payable on such interest payment
date, the Company shall promptly repay such funds to such Holder.

                  Nothing in this Section shall affect the right of a Holder in
whose name any Security is registered at the close of business on a record date
to receive the interest payable on such Security on the related interest payment
date in accordance with the terms of this Indenture and the Securities. If a
Holder converts more than one Security at the same time, the number of shares of
Common Stock issuable upon the conversion shall be based on the aggregate
principal amount of Securities converted.

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

                  SECTION 5.03. Fractional Shares. The Company will not issue
fractional shares of Common Stock upon conversion of Securities. In lieu
thereof, the Company will pay an amount in cash based upon the Closing Price of
the Common Stock on the Trading Day immediately prior to the Conversion Date.

                  SECTION 5.04. Taxes on Conversion. If a Holder converts a
Security, the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon such conversion.
However, the
<PAGE>
                                                                              45

Holder shall pay any such tax which is due because the Holder requests the
shares to be issued in a name other than the Holder's name. The Conversion Agent
may refuse to deliver the certificate representing the Common Stock being issued
in a name other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be issued
in a name other than the Holder's name. Nothing herein shall preclude any tax
withholding required by law or regulation.

                  SECTION 5.05. Company To Provide Stock. The Company shall,
prior to issuance of any Securities hereunder, and from time to time as may be
necessary, reserve, out of its authorized but unissued Common Stock, a
sufficient number of shares of Common Stock to permit the conversion of all
outstanding Securities into shares of Common Stock.

                  All shares of Common Stock delivered upon conversion of the
Securities shall be newly issued shares, shall be duly authorized, validly
issued, fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim.

                  The Company will endeavor promptly to comply with all federal
and state securities laws regulating the offer and delivery of shares of Common
Stock upon conversion of Securities, if any, and will list or cause to have
quoted such shares of Common Stock on each national securities exchange or on
The Nasdaq National Market or other over-the-counter market or such other market
on which the Common Stock is then listed or quoted; provided, however, that if
rules of such automated quotation system or exchange permit the Company to defer
the listing of such Common Stock until the first conversion of the Securities
into Common Stock in accordance with the provisions of this Indenture, the
Company covenants to list such Common Stock issuable upon conversion of the
Securities in accordance with the requirements of such automated quotation
system or exchange at such time.
<PAGE>
                                                                              46

                  SECTION 5.06. Adjustment of Conversion Price. The conversion
price as stated in paragraph 8 of the Securities (the "Conversion Price") shall
be adjusted from time to time by the Company as follows:

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

                  (b) In case the Company shall issue rights or warrants to all
         or substantially all holders of its Common Stock entitling them (for a
         period commencing no earlier than the record date described below and
         expiring not more than 60 days after such record date) to subscribe for
         or purchase shares of Common Stock (or securities convertible into
         Common Stock) at a price per share (or having a conversion price per
         share) less than the Current Market Price Per Share of Common Stock on
         the record date for the determination of stockholders entitled to
         receive such rights or warrants, the Conversion Price in effect
         immediately prior thereto shall be adjusted so that the same shall
         equal the price determined by multiplying the Conversion Price in
         effect immediately prior to such record date by a fraction of which (x)
         the numerator shall be the number of shares of Common Stock outstanding
         on such record date plus the number of shares which the aggregate
         offering price of the total number of shares of Common Stock so offered
         (or the aggregate conversion price of the convertible securities so
         offered, which shall be determined by multiplying the number of shares
         of Common Stock
<PAGE>
                                                                              47

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

                  (c) In case the Company shall distribute to all or
         substantially all holders of its Common Stock any shares of capital
         stock of the Company (other than Common Stock), evidences of
         indebtedness or other non-cash assets (including securities of any
         person other than the Company but excluding (1) dividends or
         distributions paid in cash or (2) dividends or distributions referred
         to in subsection (a) of this Section 5.06), or shall distribute to all
         or substantially all holders of its Common Stock rights or warrants to
         subscribe for or purchase any of its securities (excluding those rights
         and warrants referred to in subsection (b) of this Section 5.06 and
         also excluding the distribution of rights to all holders of Common
         Stock pursuant to the adoption of a stockholders rights plan or the
         detachment of such rights under the terms of such stockholder rights
         plan), then in each such case the Conversion Price shall be adjusted so
         that the same shall equal the price determined by multiplying the
         current Conversion Price by a fraction of which the numerator shall be
         the Current Market Price Per Share of the Common Stock on the record
         date mentioned below less the fair market value on such record date (as
         reasonably determined in good faith by the Board of Directors of the
         Company,
<PAGE>
                                                                              48

         whose determination shall be conclusive evidence of such fair market
         value and which shall be evidenced by an Officers' Certificate
         delivered to the Trustee) of the portion of the capital stock,
         evidences of indebtedness or other non-cash assets so distributed or of
         such rights or warrants applicable to one share of Common Stock
         (determined on the basis of the number of shares of Common Stock
         outstanding on the record date), and of which the denominator shall be
         the Current Market Price Per Share of the Common Stock on such record
         date. Such adjustment shall be made successively whenever any such
         distribution is made and shall become effective immediately after the
         record date for the determination of shareholders entitled to receive
         such distribution.

                  (d) In case the Company shall, by dividend or otherwise, at
         any time distribute (a "Triggering Distribution") to all or
         substantially all holders of its Common Stock cash in an aggregate
         amount that, together with the aggregate amount of (i) any cash and the
         fair market value (as reasonably determined in good faith by the Board
         of Directors of the Company, whose determination shall be conclusive
         evidence thereof and which shall be evidenced by an Officers'
         Certificate delivered to the Trustee) of any other consideration
         payable in respect of any tender offer by the Company or a Subsidiary
         of the Company for Common Stock consummated within the 12 months
         preceding the date of payment of the Triggering Distribution and in
         respect of which no Conversion Price adjustment pursuant to this
         Section 5.06 has been made and (ii) all other cash distributions to all
         or substantially all holders of its Common Stock made within the 12
         months preceding the date of payment of the Triggering Distribution and
         in respect of which no Conversion Price adjustment pursuant to this
         Section 5.06 has been made, exceeds an amount equal to 10.0% of the
         product of the Current Market Price Per Share of Common Stock on the
         Business Day (the "Determination Date") immediately preceding the day
         on which such Triggering Distribution is declared by the Company
         multiplied by the number of shares of Common Stock outstanding on the
         Determination Date (excluding shares held in the treasury of the
         Company), the Conversion Price shall be reduced so that the same shall
         equal the price determined by multiplying such Conversion Price in
         effect immediately
<PAGE>
                                                                              49

         prior to the Determination Date by a fraction of which the numerator
         shall be the Current Market Price Per Share of the Common Stock on the
         Determination Date less the sum of the aggregate amount of cash and the
         aggregate fair market value (as reasonably determined in good faith by
         the Board of Directors of the Company, whose determination shall be
         conclusive evidence of such fair market value and which shall be
         evidenced by an Officers' Certificate delivered to the Trustee) of any
         such other consideration so distributed, paid or payable within such 12
         months (including, without limitation, the Triggering Distribution)
         applicable to one share of Common Stock (determined on the basis of the
         number of shares of Common Stock outstanding on the Determination Date)
         and the denominator shall be such Current Market Price Per Share of the
         Common Stock on the Determination Date, such reduction to become
         effective immediately prior to the opening of business on the day
         following the date on which the Triggering Distribution is paid.

                  (e) (1) In case any tender offer made by the Company for
         Common Stock shall expire and such tender offer (as amended upon the
         expiration thereof) shall involve the payment of aggregate
         consideration in an amount (determined as the sum of the aggregate
         amount of cash consideration and the aggregate fair market value (as
         reasonably determined in good faith by the Board of Directors of the
         Company, whose determination shall be conclusive evidence thereof and
         which shall be evidenced by an Officers' Certificate delivered to the
         Trustee) of any other consideration) that, together with the aggregate
         amount of (i) any cash and the fair market value (as reasonably
         determined in good faith by the Board of Directors of the Company,
         whose determination shall be conclusive evidence thereof and which
         shall be evidenced by an Officers' Certificate delivered to the
         Trustee) of any other consideration payable in respect of any other
         tender offers by the Company or any Subsidiary of the Company for
         Common Stock consummated within the 12 months preceding the date of the
         Expiration Date (as defined below) and in respect of which no
         Conversion Price adjustment pursuant to this Section 5.06 has been made
         and (B) all cash distributions to all or substantially all holders of
         its Common Stock made within the 12 months preceding
<PAGE>
                                                                              50

         the Expiration Date and in respect of which no Conversion Price
         adjustment pursuant to this Section 5.06 has been made, exceeds an
         amount equal to 10.0% of the product of the Current Market Price Per
         Share of Common Stock as of the last date (the "Expiration Date")
         tenders could have been made pursuant to such tender offer (as it may
         be amended) (the last time at which such tenders could have been made
         on the Expiration Date is hereinafter sometimes called the "Expiration
         Time") multiplied by the number of shares of Common Stock outstanding
         (including tendered shares but excluding any shares held in the
         treasury of the Company) at the Expiration Time, then, immediately
         prior to the opening of business on the day after the Expiration Date,
         the Conversion Price shall be reduced so that the same shall equal the
         price determined by multiplying the Conversion Price in effect
         immediately prior to the close of business on the Expiration Date by a
         fraction of which the numerator shall be the product of the number of
         shares of Common Stock outstanding (including tendered shares but
         excluding any shares held in the treasury of the Company) at the
         Expiration Time multiplied by the Current Market Price Per Share of the
         Common Stock on the Trading Day next succeeding the Expiration Date and
         the denominator shall be the sum of (x) the aggregate consideration
         (determined as aforesaid) payable to stockholders based on the
         acceptance (up to any maximum specified in the terms of the tender
         offer) of all shares validly tendered and not withdrawn as of the
         Expiration Time (the shares deemed so accepted, up to any such maximum,
         being referred to as the "Purchased Shares") and (y) the product of the
         number of shares of Common Stock outstanding (less any Purchased Shares
         and excluding any shares held in the treasury of the Company) at the
         Expiration Time and the Current Market Price Per Share of Common Stock
         on the Trading Day next succeeding the Expiration Date, such reduction
         to become effective immediately prior to the opening of business on the
         day following the Expiration Date. In the event that the Company is
         obligated to purchase shares pursuant to any such tender offer, but the
         Company is permanently prevented by applicable law from effecting any
         or all such purchases or any or all such purchases are rescinded, the
         Conversion Price shall again be adjusted to be the Conversion Price
         which would have been in effect based upon the number of
<PAGE>
                                                                              51

         shares actually purchased. If the application of this Section 5.06(e)
         to any tender offer would result in an increase in the Conversion
         Price, no adjustment shall be made for such tender offer under this
         Section 5.06(e).

                      (2) For purposes of Section 5.06(d) and 5.06(e), the term
         "tender offer" shall mean and include both tender offers and exchange
         offers (within the meaning of U.S. Federal securities laws), all
         references to "purchases" of shares in tender offers (and all similar
         references) shall mean and include both the purchase of shares in
         tender offers and the acquisition of shares pursuant to exchange
         offers, and all references to "tendered shares" (and all similar
         references) shall mean and include shares tendered in both tender
         offers and exchange offers.

                  (f) For the purpose of any computation under subsections (b),
         (c), (d) and (e) of this Section 5.06, the current market price per
         share of Common Stock (the "Current Market Price Per Share") on any
         date shall be deemed to be the average of the daily Closing Prices for
         the 30 consecutive Trading Days commencing 45 Trading Days before (i)
         the Determination Date or the Expiration Date, as the case may be, with
         respect to distributions or tender offers under subsection (e) of this
         Section 5.06 or (ii) the record date with respect to distributions,
         issuances or other events requiring such computation under subsection
         (b), (c) or (d) of this Section 5.06. The Closing Price for each day
         (the "Closing Price") shall be the last reported sales price or, in
         case no such reported sale takes place on such date, the average of the
         reported closing bid and asked prices in either case on The New York
         Stock Exchange (the "NYSE") or The Nasdaq National Market (the "NNM"),
         as applicable, or, if the Common Stock is not listed or admitted to
         trading on the NYSE or the NNM, the principal national securities
         exchange or quotation system on which the Common Stock is quoted or
         listed or admitted to trading or, if not quoted or listed or admitted
         to trading on any national securities exchange or quotation system, the
         closing sales price or, in case no reported sale takes place, the
         average of the closing bid and asked prices, as furnished by any two
         members of the National Association of Securities Dealers, Inc.
         selected from time to time by the Company
<PAGE>
                                                                              52

         for that purpose. If no such prices are available, the Current Market
         Price Per Share shall be the fair value of a share of Common Stock (as
         reasonably determined in good faith by the Board of Directors of the
         Company, whose determination shall be conclusive evidence of such fair
         market value and which shall be evidenced by an Officers' Certificate
         delivered to the Trustee).

                  (g) In any case in which this Section 5.06 shall require that
         an adjustment be made following a record date or a Determination Date
         or Expiration Date, as the case may be, established for purposes of
         this Section 5.06, the Company may elect to defer (but only until five
         Business Days following the filing by the Company with the Trustee of
         the certificate described in Section 5.09) issuing to the Holder of any
         Security converted after such record date or Determination Date or
         Expiration Date the shares of Common Stock and other capital stock of
         the Company issuable upon such conversion over and above the shares of
         Common Stock and other capital stock of the Company issuable upon such
         conversion only on the basis of the Conversion Price prior to
         adjustment; and, in lieu of the shares the issuance of which is so
         deferred, the Company shall issue or cause its transfer agent to issue
         due bills or other appropriate evidence prepared by the Company of the
         right to receive such shares. If any distribution in respect of which
         an adjustment to the Conversion Price is required to be made as of the
         record date or Determination Date or Expiration Date therefor is not
         thereafter made or paid by the Company for any reason, the Conversion
         Price shall be readjusted to the Conversion Price which would then be
         in effect if such record date had not been fixed or such effective date
         or Determination Date or Expiration Date had not occurred.

                  SECTION 5.07. No Adjustment. No adjustment in the Conversion
Price shall be required unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Price as last adjusted; provided,
however, that any adjustments which by reason of this Section 5.07 are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Article 5 shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case may be.
<PAGE>
                                                                              53

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

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

                  SECTION 5.08. Adjustment for Tax Purposes. The Company shall
be entitled to make such reductions in the Conversion Price, in addition to
those required by Section 5.06, as it in its discretion shall determine to be
advisable in order that any stock dividends, subdivisions of shares,
distributions of rights to purchase stock or securities or distributions of
securities convertible into or exchangeable for stock hereafter made by the
Company to its stockholders shall not be taxable.

                  SECTION 5.09. Notice of Adjustment. Whenever the Conversion
Price or conversion privilege is adjusted, the Company shall promptly mail to
Securityholders a notice of the adjustment and file with the Trustee an
Officers' Certificate briefly stating the facts requiring the adjustment and the
manner of computing it. Unless and until the Trustee shall receive an Officers'
Certificate setting forth an adjustment of the Conversion Price, the Trustee may
assume without inquiry that the Conversion Price has not been adjusted and that
the last Conversion Price of which it has knowledge remains in effect.

                  SECTION 5.10. Notice of Certain Transactions. In the event
that:

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

                  (2) the Company consolidates or merges with or into, or
         transfers all or substantially all of its property and assets to,
         another corporation or another corporation merges into the Company and,
         in each such case, stockholders of the Company must approve the
         transaction; or

                  (3) there is a dissolution or liquidation of the Company, the
         Company shall mail to Holders and file
<PAGE>
                                                                              54

         with the Trustee a notice stating the proposed record or effective
         date, as the case may be. The Company shall mail the notice at least
         ten days before such date. Failure to mail such notice or any defect
         therein shall not affect the validity of any transaction referred to in
         clause (1), (2) or (3) of this Section 5.10.

                  SECTION 5.11. Effect of Reclassification, Consolidation,
Merger or Sale on Conversion Privilege. If any of the following shall occur,
namely: (a) any reclassification or change of shares of Common Stock issuable
upon conversion of the Securities (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination, or any other change for which an adjustment is
provided in Section 5.06); (b) any consolidation or merger or combination to
which the Company is a party other than a merger in which the Company is the
continuing corporation and which does not result in any reclassification of, or
change (other than in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination) in,
outstanding shares of Common Stock; or (c) any sale, conveyance, transfer or
lease of all or substantially all of the property and assets of the Company,
directly or indirectly, to any Person, then the Company, or such successor,
purchasing, transferee or leasing Person, as the case may be, shall, as a
condition precedent to such reclassification, change, combination,
consolidation, merger, sale, conveyance, transfer or lease, execute and deliver
to the Trustee a supplemental indenture providing that the Holder of each
Security then outstanding shall have the right to convert such Security into the
kind and amount of shares of stock and other securities and property (including
cash) receivable upon such reclassification, change, combination, consolidation,
merger, sale, conveyance, transfer or lease by a holder of the number of shares
of Common Stock deliverable upon conversion of such Security immediately prior
to such reclassification, change, combination, consolidation, merger, sale,
conveyance, transfer or lease. Such supplemental indenture shall provide for
adjustments of the Conversion Price which shall be as nearly equivalent as may
be practicable to the adjustments of the Conversion Price provided for in this
Article 5. If, in the case of any such consolidation, merger, combination, sale,
conveyance, transfer or lease the
<PAGE>
                                                                              55

stock or other securities and property (including cash) receivable thereupon by
a holder of Common Stock include shares of stock or other securities and
property of a Person other than the successor, purchasing, transferee or leasing
Person, as the case may be, in such consolidation, merger, combination, sale,
conveyance, transfer or lease, then such supplemental indenture shall also be
executed by such other Person and shall contain such additional provisions to
protect the interests of the Holders of the Securities as the Board of Directors
of the Company shall reasonably consider necessary by reason of the foregoing.
The provisions of this Section 5.11 shall similarly apply to successive
reclassifications, changes, combinations, consolidations, mergers, sales,
conveyances, transfers or leases.

                  In the event the Company shall execute a supplemental
indenture pursuant to this Section 5.11, the Company shall promptly file with
the Trustee (x) an Officers' Certificate briefly stating the reasons therefor,
the kind or amount of shares of stock or other securities or property (including
cash) receivable by Holders of the Securities upon the conversion of their
Securities after any such reclassification, change, combination, consolidation,
merger, sale, conveyance, transfer or lease, any adjustment to be made with
respect thereto and that all conditions precedent have been complied with and
(y) an Opinion of Counsel that all conditions precedent have been complied with,
and shall promptly mail notice thereof to all Holders.

                  SECTION 5.12. Trustee's Disclaimer. The Trustee shall have no
duty to determine when an adjustment under this Article 5 should be made, how it
should be made or what such adjustment should be, but may accept as conclusive
evidence of that fact or the correctness of any such adjustment, and shall be
protected in relying upon, an Officers' Certificate including the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 5.09. The Trustee makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities, and the Trustee shall not be responsible for the Company's failure
to comply with any provisions of this Article 5.

                  The Trustee shall not be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
executed pursuant to
<PAGE>
                                                                              56

Section 5.11, but may accept as conclusive evidence of the correctness thereof,
and shall be fully protected in relying upon, the Officers' Certificate with
respect thereto which the Company is obligated to file with the Trustee pursuant
to Section 5.11.

                  SECTION 5.13. Voluntary Reduction. The Company from time to
time may voluntarily reduce the Conversion Price by any amount for any period of
time if the period is at least 20 days and if the reduction is irrevocable
during the period if the Board of Directors of the Company determines that such
reduction would be in the best interest of the Company, and the Company provides
15 days' prior notice of any voluntary reduction in the Conversion Price;
provided, however, that in no event may the Company reduce the Conversion Price
to be less than the par value of a share of Common Stock.

                                    ARTICLE 6

                               Successor Companies

                  SECTION 6.01. When Company May Merge or Transfer Assets. The
Company may not consolidate, combine with or merge with or into any other
Person, in a transaction in which it is not the surviving corporation, sell,
convey, transfer or lease all or substantially all of its properties and assets
to any successor Person unless:

                  (1) the successor, purchasing, transferring or leasing Person,
         if any, is a corporation, limited liability company, partnership, trust
         or other entity organized and existing under the laws of the United
         States, any State thereof or the District of Columbia (the "Successor
         Person") and expressly assumes the obligations of the Company under
         this Indenture by a supplemental indenture as provided in Section 5.11;

                  (2) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing; and

                  (3) the Company shall have delivered to the Trustee an
         Officers's Certificate and an Opinion of Counsel, each stating that
         such consolidation, combination, merger, conveyance, sale, transfer or
<PAGE>
                                                                              57

         lease and such supplemental indenture (if any) comply with this
         Indenture;

                  The Successor Person shall be the successor to the Company and
shall succeed to, and be substituted for, and may exercise every right and power
of the Company under this Indenture, but the predecessor Company in the case of
a sale, conveyance, transfer or lease shall not be released from the obligation
to pay the principal of and interest on the Securities.

                                    ARTICLE 7

                              Defaults and Remedies

                  SECTION 7.01. Events of Default. An "Event of Default"
occurs if:

                  (1) the Company defaults in any payment of interest on any
         Security when the same becomes due and payable, whether or not such
         payment shall be prohibited by Article 11, and such default continues
         for a period of 30 days;

                  (2) the Company (i) defaults in the payment of the principal
         of any Security when the same becomes due and payable at its Stated
         Maturity, upon redemption, upon declaration or otherwise, whether or
         not such payment shall be prohibited by Article 11 or (ii) fails to
         redeem or purchase Securities when required pursuant to this Indenture
         or the Securities, whether or not such redemption or purchase shall be
         prohibited by Article 11;

                  (3) the Company fails to provide notice of a Change in Control
         in accordance with Section 4.07;

                  (4) the Company fails to comply with its obligations under
         Section 6.01;

                  (5) the Company fails to comply with any of its agreements in
         the Securities or this Indenture (other than those referred to in
         clauses (1) through (4) above) and such failure continues for 60 days
         after the notice specified below;
<PAGE>
                                                                              58

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

                           (A) commences a voluntary case;

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

                           (C) consents to the appointment of a Custodian of it
                  or for a substantial part of its property; or

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

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

                           (A) is for relief against the Company in an
                  involuntary case;

                           (B) appoints a Custodian of the Company or for any
                  substantial part of its property; or

                           (C) orders the winding up or liquidation of the
                  Company;

         and the order or decree remains unstayed and in effect for 60 days
         (together with Clause (6), the "bankruptcy provisions"); or

                  (8) Indebtedness of the Company is not paid within 15 days of
         any applicable grace period after final maturity or is accelerated by
         the holders thereof because of a default and the total amount of such
         Indebtedness unpaid or accelerated exceeds $20.0 million (the "cross
         acceleration provision").

However, a default under clauses (3) or (5) will not constitute an Event of
Default until the Trustee or the holders of 25% in principal amount of the
outstanding Securities notify the Company of the default and the Company does
not cure such default within the time specified after receipt of such notice.

                  The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and
<PAGE>
                                                                              59

whether it is voluntary or involuntary or is effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.

                  The term "Bankruptcy Law" means Title 11, United States Code,
or any similar Federal, state or foreign law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

                  SECTION 7.02. Acceleration. If an Event of Default (other than
an Event of Default specified in Section 7.01(6) or (7) (in either case) with
respect to the Company) occurs and is continuing, the Trustee by notice to the
Company, or the Holders of at least 25% in principal amount of the Securities by
notice to the Company and the Trustee, may declare the principal of and accrued
but unpaid interest on all the Securities to be due and payable. Upon such a
declaration, such principal and interest shall be due and payable immediately.
If an Event of Default specified in Section 7.01(6) or (7) occurs, the principal
of and interest on all the 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 Securityholders. The Holders of a majority in principal amount of the
outstanding Securities by notice to the Trustee may rescind an acceleration with
respect to the Securities and its consequences if the rescission would not
conflict with any judgment or decree, if all existing Events of Default have
been cured or waived except nonpayment of principal or interest that has become
due solely because of acceleration and all payments due to the Trustee under
Section 8.07 of this Indenture have been made. No such rescission shall affect
any subsequent Default or impair any right consequent thereto.

                  SECTION 7.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or
<PAGE>
                                                                              60

remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                  SECTION 7.04. Waiver of Past Defaults. The Holders of a
majority in principal amount of the Securities by notice to the Trustee may
waive an existing Default and its consequences except (1) a Default in the
payment of the principal of or interest on a Security or (2) a Default in
respect of a provision that under Section 10.02 cannot be amended without the
consent of each Securityholder affected. When a Default is waived, it is deemed
cured, but no such waiver shall extend to any subsequent or other Default or
impair any consequent right.

                  SECTION 7.05. Control by Majority. The Holders of a majority
in principal amount of the outstanding Securities may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture or, subject to Section 8.01, that the Trustee determines is unduly
prejudicial to the rights of other Securityholders or would involve the Trustee
in personal liability; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action hereunder, the Trustee shall be entitled
to indemnification from the Holders satisfactory to it in its sole discretion
against all losses and expenses caused by taking or not taking such action.

                  SECTION 7.06. Limitation on Suits. Except to enforce the right
to receive payment of principal, premium (if any) or interest when due, no
Securityholder may pursue any remedy with respect to this Indenture or the
Securities unless:

                  (1) the Holder gives to the Trustee written notice stating
         that an Event of Default is continuing;

                  (2) the Holders of at least 25% in principal amount of the
         outstanding Securities make a written request to the Trustee to pursue
         the remedy;
<PAGE>
                                                                              61

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

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

                  (5) the Holders of a majority in principal amount of the
         Securities do not give the Trustee a direction inconsistent with the
         request during such 60-day period.

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

                  SECTION 7.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such
Holder, on or after the respective due dates expressed in the Securities, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

                  SECTION 7.08. Collection Suit by Trustee. If an Event of
Default specified in Section 7.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 8.07.

                  SECTION 7.09. Trustee May File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property to collect and receive any monies or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of any amounts due the Trustee under Section 8.07, and to take any other action
with respect to such claims, including participating as a member of any official
committee of creditors, as it reasonably deems necessary or advisable, and,
unless prohibited by law or applicable regulations, may vote on behalf of the
Holders in any election of a trustee
<PAGE>
                                                                              62

in bankruptcy or other Person performing similar functions. The Trustee shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims, and any Custodian in any
such judicial proceeding is hereby authorized by each Holder to make payments to
the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and its counsel, and any other amounts due the Trustee under
Section 8.07.

                  SECTION 7.10. Priorities. If the Trustee collects any money
pursuant to this Article 7, it shall pay out the money in the following order:

                  FIRST: to the Trustee for amounts due to the Trustee under
         Section 8.07 or any other provision of this Indenture;

                  SECOND: to holders of Senior Indebtedness of the Company to
         the extent required by Article 11;

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

                  FOURTH:  to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section. At least 15 days before
such record date, the Trustee shall mail to each Securityholder and the Company
a notice that states the record date, the payment date and amount to be paid.

                  SECTION 7.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the
<PAGE>
                                                                              63

suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 7.07 or a suit by Holders of
more than 10% in principal amount of the Securities.

                                    ARTICLE 8

                                     Trustee

                  SECTION 8.01. Duties of Trustee. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise such of the rights
and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

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

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

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, in the case of any such certificates or
         opinions which, by any provision hereof, are required to be furnished
         to the Trustee, the Trustee shall examine such certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

                  (c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act or its own wilful misconduct, except that:

                  (1) this paragraph does not limit the effect of paragraph (b)
         of this Section;
<PAGE>
                                                                              64

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

                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 7.05.

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

                  (e) 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.

                  (f) 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 expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

                  (h) Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

                  SECTION 8.02. Rights of Trustee. (a) The Trustee, may
conclusively rely on any document believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not investigate any
fact or matter stated in the document.

                  (b) 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
<PAGE>
                                                                              65

action it takes or omits to take in good faith in reliance on the 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.

                  (d) Subject to Section 8.01(c), the Trustee shall not be
liable for any action it takes or omits to take in good faith which it believes
to be authorized or within its rights or powers.

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

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

                  (g) The rights, privileges, protections, immunities and
benefits given to the Trustee hereunder, including without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Trustee in
each of its capacities hereunder, and to each agent, custodian and other Person
employed by the Trustee consistent with the terms of this Indenture to act
hereunder.

                  (h) Any permissive right or authority granted to the Trustee
shall not be construed as a mandatory duty.

                  SECTION 8.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 8.10 and 8.11.
<PAGE>
                                                                              66

                  SECTION 8.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in the Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

                  SECTION 8.05. Notice of Defaults. If a Default occurs and is
continuing and if it is actually known to the Trustee, or upon written notice
from the Company or any Securityholder or upon a Payment Default, the Trustee
shall mail to each Securityholder notice of the Default within 90 days after it
occurs. Except in the case of a Default in payment of principal of or interest
on any Security (including payments pursuant to the mandatory redemption
provisions of such Security, if any), the Trustee may withhold the notice if and
so long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Securityholders.

                  SECTION 8.06. Reports by Trustee to Holders. As promptly as
practicable after each November 15 beginning with November 15, 2003, and in any
event within 60 days of each November 15, the Trustee shall mail to each
Securityholder a brief report dated as of November 15 of each year that complies
with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b).

                  A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if any) on
which the Securities are listed. The Company agrees to notify promptly the
Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof.

                  SECTION 8.07. Compensation and Indemnity. The Company shall
pay to the Trustee from time to time reasonable compensation for its services.
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 promptly
upon request for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by it, including costs of collection, in addition to
<PAGE>
                                                                              67

the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts. The Company shall indemnify the Trustee
against any and all loss, liability or expense (including reasonable attorneys'
fees) incurred by it in connection with the administration of this trust and the
performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture (including this Section 8.07) against the Company and
defending itself against any claim (whether asserted by any Securityholder or
any other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations hereunder
unless such failure prejudices the Company. The Company shall defend the claim
and the Trustee may have separate counsel and the Company shall pay the fees and
expenses of such counsel. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee's own wilful misconduct, negligence or bad faith.

                  The Company need not pay for any settlement made by the
Trustee without the Company's consent, such consent not to be unreasonably
withheld.

                  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 other than money or property held in trust to
pay principal of and interest on particular Securities.

                  The Company's payment obligations, and the lien granted to the
Trustee, pursuant to this Section shall survive the discharge of this Indenture.
When the Trustee incurs expenses or renders services after the occurrence of a
Default specified in Section 7.01(6) or (7) with respect to the Company, the
expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under the Bankruptcy Law.

                  SECTION 8.08. Replacement of Trustee. The Trustee may resign
at any time by so notifying the Company.
<PAGE>
                                                                              68

The Holders of a majority in principal amount of the Securities may remove the
Trustee by so notifying the Trustee and may appoint a successor Trustee. The
Company shall remove the Trustee if:

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

                  (2) the Trustee is adjudged bankrupt or insolvent;

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

                  (4) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the outstanding Securities and such
Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy
exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Company shall promptly appoint
a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, provided that the
amounts owing to the Trustee hereunder have been paid and subject to the lien
provided for in Section 8.07.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Securities may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 8.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

                  Notwithstanding the replacement of the Trustee pursuant to
this Section, the Company's obligations under
<PAGE>
                                                                              69

Section 8.07 shall continue for the benefit of the retiring Trustee.

                  SECTION 8.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee provided that such successor shall be
eligible and qualified under Section 8.10.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

                  SECTION 8.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

                  SECTION 8.11. Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.
<PAGE>
                                                                              70

                                    ARTICLE 9

                             Discharge of Indenture

                  SECTION 9.01. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect (except as to any rights of
conversion, registration of transfer or exchange of Securities herein expressly
provided for and except as further provided below), and the Trustee, on demand
of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when (a) either;

                  (1) all Securities theretofore authorized and delivered (other
         than (x) Securities which have been destroyed, lost or stolen and which
         have been replaced or paid as provided in Section 2.10 and (y)
         Securities for whose payment money has therefore been deposited in
         trust and thereafter repaid to the Company as provided in Section 9.03,
         have been delivered to the Trustee for cancellation; or

                  (2) all such Securities not theretofore delivered to the
         Trustee for cancellation (x) have become due and payable, (y) will
         become due and payable at the Stated Maturity within 90 days, or (z)
         have been called for redemption within 90 days 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, and the
         Company has irrevocably deposited or caused to be irrevocably deposited
         with the Trustee or a Paying Agent (other than the Company or any of
         its Affiliates) as trust funds in trust for the purpose cash in an
         amount sufficient to pay and discharge the entire indebtedness on such
         Securities not theretofore delivered to the Trustee for cancellation,
         for principal and interest to the date of such deposit (in the case of
         Securities which have become due and payable) or to the Stated Maturity
         or Optional 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
<PAGE>
                                                                              71

                  (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 8.07 shall survive and,
if money shall have been deposited with the Trustee pursuant to clause (1) of
this Section, the provisions of Sections 2.03, 2.05, 2.06, 2.07, 2.08, 2.10,
4.02, 4.04, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, Article 5, Article 6, and
this Article 9 shall survive until the Securities have been paid in full.

                  SECTION 9.02. Application of Trust Money. Subject to the
provisions of Section 9.03, the Trustee or a Paying Agent shall hold in trust,
for the benefit of the Holders, all money deposited with it pursuant to Section
9.01 and shall apply the deposited money in accordance with this Indenture and
the Securities to the payment of the principal of and interest on the
Securities. Money so held in trust shall not be subject to the subordination
provisions of Article 11.

                  SECTION 9.03. Repayment to Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money (i)
deposited with them pursuant to Section 9.01 and (ii) held by them at any time.

                  The Trustee and each Paying Agent shall pay to the Company
upon request any money held by them for the payment of principal or interest
that remains unclaimed for two years, and, thereafter, Securityholders entitled
to the money must look to the Company for payment as general creditors.

                  SECTION 9.04. Reinstatement. If the Trustee or any Paying
Agent is unable to apply any money in accordance with Section 9.02 by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 9.01
<PAGE>
                                                                              72

until such time as the Trustee or such Paying Agent is permitted to apply all
such money in accordance with Section 9.02; provided, however, that if the
Company has made any payment of the principal of or interest on any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive any such payment from
the money held by the Trustee or such Paying Agent.

                                   ARTICLE 10

                                   Amendments

                  SECTION 10.01. Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to or consent
of any Securityholder:

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

                  (2) to comply with Section 5.11 or Article 6;

                  (3) to provide for uncertificated Securities in addition to or
         in place of Certificated Securities; provided, however, that the
         uncertificated Securities are issued in registered form for purposes of
         Section 163(f) of the Code or in a manner such that the uncertificated
         Securities are described in Section 163(f)(2)(B) of the Code;

                  (4) to appoint a successor Trustee;

                  (5) to comply with any requirements of the SEC in connection
         with qualifying, or maintaining the qualification of, this Indenture
         under the TIA;

                  (6) to add guarantees with respect to the Securities or to
         secure the Securities;

                  (7) to add to covenants of the Company for the benefit of the
         Securityholders or to surrender any right or power conferred upon the
         Company; and

                  (8) to make any change that does not adversely affect the
         rights of any Securityholder, including
<PAGE>
                                                                              73

         providing for the sale and resale of the Securities under Regulation S
         of the Securities Act.

                  After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section.

                  SECTION 10.02. With Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to any
Securityholder but with the written consent of the Holders of at least a
majority in principal amount of the Securities then outstanding (including
consents obtained in connection with a tender offer or exchange for the
Securities). However, without the written consent of each Securityholder
affected thereby, an amendment may not:

                  (a) change the stated maturity of the principal of, or
         interest on, any Security;

                  (b) reduce the principal amount of, or any premium or interest
         on, any Security;

                  (c) reduce the amount of principal payable upon acceleration
         of the maturity of any Security;

                  (d) change the time at which any Security may be redeemed in
         accordance with Article 3;

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

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

                  (g) modify the subordination provisions of Article 11 in a
         manner materially adverse to the Holders of Securities;

                  (h) adversely affect the right of Holders to convert
         Securities other than under Article 5 of this Indenture; or
<PAGE>
                                                                              74

                  (i) adversely affect the adjustment of the Conversion Price
         except as provided in Article 5 of this Indenture;

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

                  (k) modify any of the provisions of this Section or Section
         7.04, except to increase any such percentage or to provide that
         specified additional provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each outstanding Security
         affected thereby.

                  It shall not be necessary for the consent of the Holders under
this Section 10.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
10.02 becomes effective, the Company shall mail to the Holders affected thereby
a notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver. An amendment or supplement under this Section 10.02 or under Section
10.01 may not make any change that adversely affects the rights under Article 11
of any holder of an issue of Senior Indebtedness unless the holders of that
issue, pursuant to its terms, consent to the change.

                  SECTION 10.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect to the extent required thereby.

                  SECTION 10.04. Revocation and Effect of Consents and Waivers.
A consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subse-
<PAGE>
                                                                              75

quent Holder may revoke the consent or waiver as to such Holder's Security or
portion of the Security if the Trustee receives the notice of revocation before
the date the amendment or waiver becomes effective. After an amendment or waiver
becomes effective, it shall bind every Securityholder. An amendment or waiver
becomes effective upon the execution of such amendment or waiver by the Trustee.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

                  SECTION 10.05. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

                  SECTION 10.06. Trustee To Sign Amendments. The Trustee shall
sign any amendment authorized pursuant to this Article 10 if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing any
amendment the Trustee shall be entitled to receive and (subject to Section 8.01)
shall be fully protected in relying upon, an Officer's Certificate and an
Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture.

                  SECTION 10.07. Payment for Consent. Neither the Company nor
any Affiliate of the Company shall, directly or
<PAGE>
                                                                              76

indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this Indenture
or the Securities unless such consideration is offered to be paid to all Holders
that so consent, waive or agree to amend in the time frame set forth in
solicitation documents relating to such consent, waiver or agreement.

                                   ARTICLE 11

                                  Subordination

                  SECTION 11.01. Agreement To Subordinate. The Company agrees,
and each Securityholder by accepting a Security agrees, that the Indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article 11, to the prior payment in full in
cash of all Obligations with respect to Senior Indebtedness of the Company and
that the subordination is for the benefit of and enforceable by the holders of
such Senior Indebtedness. All provisions of this Article 11 shall be subject to
Section 11.12.

                  SECTION 11.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution or winding up of the
Company or upon any assignment for the benefit of creditors or marshaling of
assets of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property,
whether voluntary or involuntary:

                  (1) the holders of Senior Indebtedness of the Company shall be
         entitled to receive payment in full in cash of all Obligations with
         respect to such Senior Indebtedness (including all interest accruing
         subsequent to the filing of a petition in bankruptcy at the rate
         provided for in the documentation with respect thereto, whether or not
         such interest is an allowed claim under applicable law) before
         Securityholders shall be entitled to receive any payment or
         distribution with respect to the Securities; and
<PAGE>
                                                                              77

                  (2) until all Obligations with respect to such Senior
         Indebtedness are paid in full in cash, any payment or distribution to
         which Securityholders would be entitled but for this Article 11 shall
         be made to holders of such Senior Indebtedness as their interests may
         appear, except that Securityholders may receive in exchange for the
         Securities in any proceeding of the type described above in this
         Section 11.02, (x) equity securities of the Company which, in any case,
         do not provide any mandatory redemption or similar retirement prior to
         the maturity of the Securities or (y) unsecured debt securities of the
         Company which are subordinated to at least the same extent as the
         Securities to the payment of all Senior Indebtedness of the Company and
         which, in any case, do not mature or become subject to a mandatory
         redemption obligation prior to the maturity of the Securities.

                  SECTION 11.03. Default on Senior Indebtedness. The Company may
not pay (in cash, property or other assets) the principal or interest on the
Securities and may not repurchase, redeem or otherwise retire any Securities
(collectively, "pay the Securities") if either of the following occurs (each, a
"Payment Default") (i) any Obligations with respect to Senior Indebtedness are
not paid in full when due or (ii) any other default on Senior Indebtedness
occurs and the maturity of such Senior Indebtedness is accelerated in accordance
with its terms unless, in either case, (x) the default has been cured or waived
and any such acceleration has been rescinded in writing or (y) such Senior
Indebtedness has been paid in full in cash; provided, however, that the Company
may pay the Securities without regard to the foregoing if the Company and the
Trustee receive written notice approving such payment from the Representative of
such Senior Indebtedness. During the continuance of any default (other than a
default described in clause (i) or (ii) of the preceding sentence) with respect
to any Designated Senior Indebtedness pursuant to which the maturity thereof may
be accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Company may not pay the Securities for a period (a "Payment
Blockage Period") commencing upon the receipt by the Company and the Trustee of
written notice (a "Blockage Notice") of such default from the Representative of
such Designated Senior
<PAGE>
                                                                              78

Indebtedness specifying an election to effect a Payment Blockage Period and
ending 179 days thereafter (or earlier if such Payment Blockage Period is
terminated (1) by written notice to the Trustee and the Company from the Person
or Persons who gave such Blockage Notice, (2) because no defaults continue in
existence which would permit the acceleration of the maturities of any
Designated Senior Indebtedness at such time) or (3) because such Designated
Senior Indebtedness has been repaid in full in cash. Unless the holders of such
Designated Senior Indebtedness or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Indebtedness, or any Payment
Default otherwise exists, the Company may resume payments on the Securities
after termination of such Payment Blockage Period and may make any and all
payments that were previously subject to a Payment Blockage Period. The
Securities shall not be subject to more than one Payment Blockage Period in any
consecutive 360-day period. For purposes of this Section, no default or event of
default which existed or was continuing on the date of the commencement of any
Payment Blockage Period with respect to the Designated Senior Indebtedness
initiating such Payment Blockage Period shall be, or be made, the basis of the
commencement of a subsequent Payment Blockage Period by the Representative of
such Designated Senior Indebtedness, whether or not within a period of 360
consecutive days, unless such default or event of default shall have been cured
or waived for a period of not less than 90 consecutive days (it being
acknowledged and agreed that (x) any default or event of default as a result of
a continued failure to meet a financial covenant or test for a period ended
subsequent to the commencement of a Payment Blockage Period shall constitute a
new default or event of default, as the case may be, and shall be deemed not to
be a continuing default or event of default, as the case may be, for purposes of
this sentence and (y) any subsequent action which would give rise to a default
or an event of default pursuant to any provision under which a default or event
of default previously existed or was continuing shall constitute a new default
or event of default, as the case may be, for this purpose and shall be deemed
not to be a continuing default or event of default, as the case may be, for
purposes of this sentence).

                  SECTION 11.04. Acceleration of Payment of Securities. If
payment of the Securities is accelerated because of an Event of Default, the
Company or the Trustee
<PAGE>
                                                                              79

shall promptly notify the holders of the Designated Senior Indebtedness (or
their Representatives) of the acceleration. If any Designated Senior
Indebtedness is outstanding at the time of such acceleration, the Company may
not pay the Securities until five Business Days after the Representatives of all
the issues of Designated Senior Indebtedness receive notice of such acceleration
and, thereafter, may pay the Securities only if the Indenture otherwise permits
payment at that time.

                  SECTION 11.05. When Distribution Must Be Paid Over. If a
distribution is made to Securityholders that because of this Article 11 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness of the Company and pay
it over to them as their interests may appear.

                  SECTION 11.06. Subrogation. After all Senior Indebtedness of
the Company is paid in full in cash and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to such Senior Indebtedness. A
distribution made under this Article 11 to holders of such Senior Indebtedness
which otherwise would have been made to Securityholders is not, as between the
Company and Securityholders, a payment by the Company on such Senior
Indebtedness.

                  SECTION 11.07.  Relative Rights. This Article 11 defines the
relative rights of Securityholders and holders of Senior Indebtedness of the
Company. Nothing in this Indenture shall:

                  (1) impair, as between the Company and Securityholders, the
         obligation of the Company, which is absolute and unconditional, to pay
         principal of and interest on the Securities in accordance with their
         terms; or

                  (2) prevent the Trustee or any Securityholder from exercising
         its available remedies upon a Default, subject to the rights of holders
         of Senior Indebtedness of the Company to receive distributions
         otherwise payable to Securityholders.
<PAGE>
                                                                              80

                  SECTION 11.08. Subordination May Not Be Impaired by Company.
No right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or by its failure to comply with
this Indenture.

                  SECTION 11.09. Rights of Trustee and Paying Agent.
Notwithstanding Section 11.03, the Trustee or Paying Agent may continue to make
payments on the Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article 11. The Company, the Registrar or co-registrar, the
Paying Agent, a Representative or a holder of Senior Indebtedness may give the
notice.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness of the Company with the same rights it would have if it were
not Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 11 with respect to any Senior Indebtedness of the Company which may
at any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 8 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 11 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 8.07.

                  SECTION 11.10. Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Senior
Indebtedness of the Company, the distribution may be made and the notice given
to their Representative (if any).

                  SECTION 11.11. Article 11 Not To Prevent Events of Default or
Limit Right To Accelerate. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 11 shall not be construed
as preventing the occurrence of a Default. Nothing in this Article 11 shall have
any effect on the right of the Securityholders or the Trustee to accelerate the
maturity of the Securities.
<PAGE>
                                                                              81

                  SECTION 11.12. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article 11, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 11.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior
Indebtedness of the Company for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of such Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 11. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of the Company to participate
in any payment or distribution pursuant to this Article 11, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such Person under this
Article 11, and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment. The provisions of Sections 8.01 and 8.02 shall
be applicable to all actions or omissions of actions by the Trustee pursuant to
this Article 11.

                  SECTION 11.13. Trustee To Effectuate Subordination. Each
Securityholder by accepting a Security authorizes and directs the Trustee on its
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and the holders of
Senior Indebtedness of the Company as provided in this Article 11 and appoints
the Trustee as attorney-in-fact for any and all such purposes.

                  SECTION 11.14. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall mistakenly pay over or distribute to Securityholders or the
<PAGE>
                                                                              82

Company or any other Person, money or assets to which any holders of Senior
Indebtedness of the Company shall be entitled by virtue of this Article 11 or
otherwise.

                  SECTION 11.15. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Securityholder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of the Company, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
such Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.

                                   ARTICLE 12

                                  Miscellaneous

                  SECTION 12.01 Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies or conflicts with another provision which
is required to be included in the Indenture by the TIA, the required provision
shall control.

                  SECTION 12.02. Notices. Any notice or communication shall be
in writing and delivered or mailed to the address set forth below:

                            if to the Company:

                       Skyworks Solutions, Inc.
                       20 Sylvan Road
                       Woburn, MA 01801

                       Attention: Chief Financial Officer
<PAGE>
                                                                              83

                       if to the Trustee:

                       State Street Bank and Trust Company
                       2 Avenue de Lafayette
                       Boston, MA 02111

                       Attention:  Skyworks Solutions 4 3/4%
                                   Subordinated Notes due 2007

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

                  Any notice or communication mailed to a Securityholder shall
be mailed to the Securityholder at the Securityholder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.

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

                  SECTION 12.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

                  SECTION 12.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

                  (1) an Officer's Certificate in form and substance
         reasonably satisfactory to the Trustee 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

                  (2) an Opinion of Counsel in form and substance
<PAGE>
                                                                              84

         reasonably satisfactory to the Trustee stating that, in the opinion of
         such counsel, all such conditions precedent have been complied with.

                  SECTION 12.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

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

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

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

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

                  SECTION 12.06. When Securities Disregarded. In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so owned shall be so
disregarded. Also, subject to the foregoing, only Securities outstanding at the
time shall be considered in any such determination.

                  SECTION 12.07. Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.
<PAGE>
                                                                              85

                  SECTION 12.08. Legal Holidays. A "Legal Holiday" is a
Saturday, a Sunday or a day on which banking institutions are not required to be
open in the State of New York or the Commonwealth of Massachusetts. If a payment
date is a Legal Holiday, payment shall be made on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue for the intervening period.
If a regular record date is a Legal Holiday, the record date shall not be
affected.

                  SECTION 12.09. Governing Law. This Indenture and the
Securities shall be governed by, and construed in accordance with, the laws of
the State of New York but without giving effect to applicable principles of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.

                  SECTION 12.10. 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 this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

                  SECTION 12.11. Successors. All agreements of the Company in
this Indenture and the Securities shall bind its successors. All agreements of
the Trustee in this Indenture shall bind its successors.

                  SECTION 12.12. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.

                  SECTION 12.13. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.
<PAGE>
                                                                              86

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



                         SKYWORKS SOLUTIONS, INC.

                           by /s/ PAUL E. VINCENT
                             ____________________
                              Name: Paul E. Vincent
                              Title: Vice President
                                     and Chief Financial Officer


STATE STREET BANK AND TRUST COMPANY,
  as Trustee

          by /s/ ALISON D.B. NADEAU
             ____________________
             Name: Alison D.B. Nadeau
             Title: Vice President
<PAGE>
                                    EXHIBIT A

See Form of 4.75% Convertible Subordinated Note of the Company filed herewith as
Exhibit 4.d