<PAGE>

                                                                     Exhibit 4.1

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

                                 ALLERGAN, INC.

                         1.50% CONVERTIBLE SENIOR NOTES
                                    DUE 2026

                                   ----------

                                    INDENTURE

                              DATED APRIL 12, 2006

                                   ----------

               WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

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

<PAGE>

                             CROSS REFERENCE TABLE*

*    Note: This Cross Reference Table shall not, for any purpose, be deemed to
     be part of the Indenture.

<TABLE>
<CAPTION>
                         TIA SECTION                           INDENTURE SECTION
                         -----------                           -----------------
<S>                                                            <C>
310 (a)(1) .................................................          7.10
    (a)(2) .................................................          7.10
    (a)(3) .................................................          N.A.
    (a)(4) .................................................          N.A.
    (b) ....................................................       7.08; 7.10
    (c) ....................................................          N.A.
311 (a) ....................................................          N.A.
    (b) ....................................................          N.A.
    (c) ....................................................          N.A.
312 (a) ....................................................          2.05
    (b) ....................................................         12.03
    (c) ....................................................         12.03
313 (a) ....................................................          7.06
    (b)(1) .................................................          N.A.
    (b)(2) .................................................          7.06
    (c) ....................................................         12.02
    (d) ....................................................          7.06
314 (a) ....................................................   4.02; 4.03; 12.02
    (b) ....................................................          N.A.
    (c)(1) .................................................         12.04
    (c)(2) .................................................         12.04
    (c)(3) .................................................          N.A.
    (d) ....................................................          N.A.
    (e) ....................................................         12.05
    (f) ....................................................          N.A.
315 (a) ....................................................          7.01
    (b) ....................................................      7.05; 12.02
    (c) ....................................................          7.01
    (d) ....................................................          7.01
    (e) ....................................................          6.11
</TABLE>


                                        i

<PAGE>

<TABLE>
<CAPTION>
                         TIA SECTION                           INDENTURE SECTION
                         -----------                           -----------------
<S>                                                            <C>
316 (a) (last sentence) ....................................          2.08
    (a)(1)(A) ..............................................          6.05
    (a)(1)(B) ..............................................          6.04
    (a)(2) .................................................          N.A.
    (b) ....................................................          6.07
317 (a)(1) .................................................          6.08
    (a)(2) .................................................          6.09
    (b) ....................................................          2.04
318 (a) ....................................................         12.01
</TABLE>

N.A. means Not Applicable.


                                       ii

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01.  Definitions...............................................     1
Section 1.02.  Incorporation by Reference of Trust Indenture Act.........    11
Section 1.03.  Rules of Construction.....................................    12

                                    ARTICLE 2
                                 THE SECURITIES
Section 2.01.  Terms of the Securities...................................    12
Section 2.02.  Form and Dating...........................................    13
Section 2.03.  Execution and Authentication..............................    14
Section 2.04.  Registrar, Paying Agent and Conversion Agent..............    15
Section 2.05.  Paying Agent to Hold Money and Securities in Trust........    15
Section 2.06.  Securityholder Lists......................................    16
Section 2.07.  Transfer and Conversion...................................    16
Section 2.08.  Replacement Securities....................................    17
Section 2.09.  Outstanding Securities; Determinations of Holders'
               Action....................................................    18
Section 2.10.  Temporary Securities......................................    18
Section 2.11.  Cancellation..............................................    19
Section 2.12.  Persons Deemed Owners.....................................    19
Section 2.13.  Legend; Additional Transfer and Exchange Requirements.....    19
Section 2.14.  CUSIP Numbers.............................................    26
Section 2.15.  Additional Interest Under Registration Rights
               Agreements................................................    26

                                    ARTICLE 3
                               OPTIONAL REDEMPTION
Section 3.01.  Company's Right to Redeem; Notices to Trustee.............    26
Section 3.02.  Selection of Securities to Be Redeemed....................    27
Section 3.03.  Notice of Redemption......................................    27
Section 3.04.  Effect of Notice of Redemption............................    28
Section 3.05.  Deposit of Redemption Price...............................    28
Section 3.06.  No Redemption Upon Acceleration...........................    28
Section 3.07.  Partial Redemption Qualifications.........................    28
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>                                                                         <C>
                                    ARTICLE 4
                     REPURCHASE AT THE OPTION OF THE HOLDER
Section 4.01.  Purchase of Securities at Option of the Holder On
               Specified Dates...........................................    29
Section 4.02.  Purchase of Securities at Option of the Holder upon Change
               in Control................................................    32
Section 4.03.  Effect of Change in Control Purchase Notice...............    36
Section 4.04.  Deposit of Change in Control Purchase Price...............    37
Section 4.05.  Securities Purchased in Part..............................    37
Section 4.06.  Repayment to the Company..................................    38

                                    ARTICLE 5
                                    COVENANTS
Section 5.01.  Payment of Securities.....................................    38
Section 5.02.  SEC and Other Reports.....................................    39
Section 5.03.  Compliance Certificate....................................    39
Section 5.04.  Further Instruments and Acts..............................    39
Section 5.05.  Maintenance of Office or Agency...........................    39
Section 5.06   Tax Payments..............................................    40

                                    ARTICLE 6
                              SUCCESSOR CORPORATION
Section 6.01.  When Company May Merge or Transfer Assets.................    40
Section 6.02.  Successor Corporation Substituted.........................    41

                                    ARTICLE 7
                              DEFAULTS AND REMEDIES
Section 7.01.  Events of Default.........................................    41
Section 7.02.  Acceleration..............................................    42
Section 7.03.  Other Remedies............................................    43
Section 7.04.  Waiver of Past Defaults...................................    43
Section 7.05.  Control by Majority.......................................    43
Section 7.06.  Limitation on Suits.......................................    43
Section 7.07.  Rights of Holders to Receive Payment......................    44
Section 7.08.  Collection Suit by Trustee................................    44
Section 7.09.  Trustee May File Proofs of Claim..........................    44
Section 7.10.  Priorities................................................    45
Section 7.11.  Undertaking for Costs.....................................    45
Section 7.12.  Waiver of Stay, Extension or Usury Laws...................    46
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                         <C>
                                    ARTICLE 8
                                     TRUSTEE
Section 8.01.  Duties of Trustee.........................................    46
Section 8.02.  Rights of Trustee.........................................    47
Section 8.03.  Individual Rights of Trustee etc..........................    47
Section 8.04.  Trustee's Disclaimer......................................    47
Section 8.05.  Notice of Defaults........................................    48
Section 8.06.  Reports by Trustee to Holders.............................    48
Section 8.07.  Compensation and Indemnity................................    48
Section 8.08.  Replacement of Trustee....................................    48
Section 8.09.  Successor Trustee by Merger...............................    49
Section 8.10.  Eligibility; Disqualification.............................    49
Section 8.11.  Preferential Collection of Claims Against Company.........    49

                                    ARTICLE 9
                             DISCHARGE OF INDENTURE
Section 9.01.  Satisfaction and Discharge of Indenture...................    50
Section 9.02.  Application Of Trust Funds; Indemnification...............    51
Section 9.03.  Repayment to the Company..................................    51

                                   ARTICLE 10
                             SUPPLEMENTAL INDENTURES
Section 10.01. Supplemental Indentures without Consent of Holders........    51
Section 10.02. Supplemental Indentures with Consent of Holders...........    52
Section 10.03. Compliance with Trust Indenture Act.......................    52
Section 10.04. Revocation and Effect of Consents, Waivers and Actions....    52
Section 10.05. Notation on or Exchange of Securities.....................    53
Section 10.06. Trustee to Sign Supplemental, Indentures..................    53
Section 10.07. Effect of Supplemental Indentures.........................    53

                                   ARTICLE 11
                                   CONVERSION
Section 11.01. Conversion Privilege......................................    53
Section 11.02. Conversion Procedure......................................    56
Section 11.03. Fractional Shares.........................................    58
Section 11.04. Effect of Conversion......................................    58
Section 11.05. Taxes on Conversion.......................................    58
Section 11.06. Company to Provide Stock..................................    58
</TABLE>


                                       iii

<PAGE>

<TABLE>
<S>                                                                         <C>
Section 11.07. Adjustment for Change In Capital Stock....................    59
Section 11.08. Adjustment for Rights Issue...............................    60
Section 11.09. Adjustment for Other Distributions........................    61
Section 11.10. Adjustment for Cash Dividends.............................    63
Section 11.11. Adjustment for Tender Offer...............................    64
Section 11.12. Adjustment to Conversion Rate Upon Change in Control
               Transactions..............................................    65
Section 11.13. Adjustment to Conversion Rate After a Public Acquirer
               Change in Control.........................................    65
Section 11.14. When Adjustment May Be Deferred...........................    67
Section 11.15. When No Adjustment Required...............................    67
Section 11.16. Notice of Adjustment......................................    68
Section 11.17. Voluntary Increase........................................    69
Section 11.18. Notice of Certain Transactions............................    69
Section 11.19. Reorganization of Company; Special Distributions..........    69
Section 11.20. Company Determination Final...............................    70
Section 11.21. Trustee's Adjustment Disclaimer...........................    70
Section 11.22. Simultaneous Adjustments..................................    70
Section 11.23. Successive Adjustments....................................    71
Section 11.24. Rights Issued in Respect of Common Stock Issued Upon
               Conversion................................................    71
Section 11.25. Withholding Taxes for Adjustments in Conversion Rate......    71

                                   ARTICLE 12
                               PAYMENT OF INTEREST
Section 12.01. Interest Payments.........................................    71
Section 12.02. Defaulted Interest........................................    72
Section 12.03. Interest Rights Preserved.................................    73

                                   ARTICLE 13
                                  MISCELLANEOUS
Section 13.01. Trust Indenture Act Controls..............................    73
Section 13.02. Notices...................................................    73
Section 13.03. Communication by Holders with Other Holders...............    74
Section 13.04. Certificate and Opinion as to Conditions Precedent........    74
Section 13.05. Statements Required in Certificate or Opinion.............    74
Section 13.06. Separability Clause.......................................    74
Section 13.07. Rules by Trustee, Paying Agent and Registrar..............    74
</TABLE>


                                       iv

<PAGE>

<TABLE>
<S>                                                                         <C>
Section 13.08. Legal Holidays............................................    74
Section 13.09. Governing Law.............................................    74
Section 13.10. No Recourse Against Others................................    75
Section 13.11. Successors................................................    75
Section 13.12. Effect of Headings and Table of Contents..................    75
Section 13.13. Benefits of Indenture.....................................    75
Section 13.14. Multiple Originals........................................    76
</TABLE>

Exhibit A Form of Security
Exhibit B Assignment Form
Exhibit C Form of Conversion Notice
Exhibit D Form of Repurchase Notice
Exhibit E Form of Change in Control Purchase Notice


                                        v
<PAGE>

          INDENTURE dated as of April 12, 2006 between ALLERGAN INC., a Delaware
corporation (the "Company"), and Wells Fargo Bank, National Association, a
national banking association, as trustee ("Trustee").

          Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Securities:

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.01. Definitions.

          "Additional Interest" means all additional interest then owing
pursuant to Section 8 of 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 specified Person means the power to
direct or cause the direction of the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

          "Agent" means any Registrar and Paying Agent.

          "Applicable Conversion Rate" means the Conversion Rate as adjusted in
accordance with Article 11 on any Trading Day. For purposes of determining the
Conversion Value, the Applicable Conversion Rate means the Conversion Rate on
the Conversion Date.

          "Applicable Price" in connection with a Change in Control, means (i)
if the consideration (excluding cash payment for fractional shares or pursuant
to statutory rights) to be paid to holders of the common stock in connection
with such transaction consist exclusively of cash, the amount of such cash per
share of the common stock; and (ii) in all other cases, the average of the Sale
Prices for the five consecutive Trading Days immediately preceding, but not
including, the related effective date of such transaction.

          "Authorized Newspaper" means a newspaper, in the English language or,
at the option of the Company, in an official language of the country of
publication, customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays, and of general circulation in the
place in connection with which the term is used or in the financial community of
such place. Where successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different
Authorized Newspapers meeting the foregoing requirements and in each case on any
Business Day.

          "Average Closing Price" means (1) with respect to distributions of
rights, warrants or options, the average of the Closing Prices per share of
Common Stock for the five (5)


                                       1

<PAGE>

consecutive Trading Days ending on the date immediately preceding the first
public announcement of the distribution and (2) with respect to other
distributions, the average of the Closing Prices per share of Common Stock for
the five (5) consecutive Trading Days ending on the date immediately preceding
the Time of Determination.

          "Bankruptcy Law" means Title 11, United States Code, or any similar
Federal or state law for the relief of debtors.

          "Beneficial Ownership" means (as defined in Rule 13d-3 under the
Exchange Act) more than 50% of the total voting power of all shares of the
respective entity's capital stock that are entitled to vote generally in the
election of directors.

          "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of such board.

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

          "Business Day" means any weekday that is not a day on which banking
institutions in The City of New York are authorized or obligated to close.

          "Capital Stock" for any corporation means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock issued by that
corporation.

          "Cash Percentage" shall have the meaning set forth in Section 11.01.

          "Cash Percentage Notice" shall have the meaning set forth in Section
11.01.

          "Cash Settlement Amount" shall have the meaning set forth in Section
4.01.

          "Cash Settlement Notice Period" shall have the meaning set forth in
Section 11.01.

          "Certificated Security" means a certificated Security registered in
the name of the Holder thereof and issued in accordance with Section 2.02(d)
hereof, substantially in the form of Exhibit A hereto except that such security
shall not bear the Global Securities Legend and shall not have the "Schedule of
Interests in the Global Security" attached thereto.

          "Change in Control" shall have the meaning set forth in Section 4.02.

          "Change in Control Effective Date" shall have the meaning set forth in
Section 11.12.

          "Change in Control Notice" shall have the meaning set forth in Section
4.02.


                                       2

<PAGE>

          "Change in Control Purchase Date" shall have the meaning set forth in
Section 4.02.

          "Change in Control Purchase Notice" shall have the meaning set forth
in Section 4.02.

          "Change in Control Purchase Price" shall have the meaning set forth in
Section 4.02.

          "Clearstream" means Clearstream Banking, Societe Anonyme.

          "Closing Price" of the Common Stock on any date means the closing per
share sale price (or, if no closing sale price is reported, the average of the
bid and ask prices or, if more than one in either case, the average of the
average bid and average ask prices) on such date as reported in composite
transactions for the principal United States securities exchange on which the
Common Stock is traded or, if the Common Stock is not listed on a United States
national or regional securities exchange, (i) as reported by the National
Association of Securities Dealers Automated Quotation System or by the National
Quotation Bureau Incorporated, or (ii) if such bid and ask prices are not
reported by the National Association of Securities Dealers Automated Quotation
System or by the National Quotation Bureau Incorporated, in a manner to be
determined by the Company on the basis of such quotation as the Company
considers appropriate in its sole and absolute discretion.

          "Common Equity" of any Person means capital stock of such person that
is generally entitled to (1) vote in the election of directors of such person or
(2) if such person is not a corporation, vote or otherwise participate in the
selection of the governing body, partners, managers or others that will control
the management or policies of such person.

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

          "Company" means the party named as the "Company" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor.

          "Company Notice" shall have the meaning set forth in Section 4.01.

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, a Vice Chairman,
its President or a


                                       3

<PAGE>

Vice President, and by its Treasurer, an Assistant Treasurer, its secretary or
an Assistant Secretary, and delivered to the Trustee.

          "Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Securities to be redeemed, that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities.

          "Comparable Treasury Price" means, with respect to any Redemption
Date, the Reference Treasury Dealer Quotations for that Redemption Date.

          "Conversion Agent" shall have the meaning set forth in Section 2.04.

          "Conversion Date" means the date on which the Holder has complied with
all requirements under this Indenture to convert such Security.

          "Conversion Obligation" shall have the meaning set forth in Section
11.12.

          "Conversion Price" means the result obtained by dividing $1,000 by the
Applicable Conversion Rate.

          "Conversion Rate" means the number of shares of Common Stock issuable
upon conversion of a Security per $1,000 of Principal Amount thereof, subject to
adjustment pursuant to Article 11.

          "Conversion Reference Period" means the 20 consecutive Trading Days
beginning on the third Trading Day following the Conversion Date or, if we elect
to pay cash to Holders in lieu of all or a portion of the Net Share Amount, the
third Trading Day after the Conversion Retraction Period ends.

          "Conversion Retraction Period" means if the Company timely elects to
pay cash for any portion of the Net Share Amount, a holder may retract his or
her Conversion Notice at any time during the two Business Day period immediately
following the Cash Settlement Notice Period.

          "Conversion Trigger Price" means, with respect to any fiscal quarter,
if the Sale Price for at least 20 Trading Days in a period of 30 consecutive
Trading Days ending on the last Trading Day of the immediately preceding fiscal
quarter is greater than 120% of the Conversion Price on the last day of such
preceding fiscal quarter.

          "Conversion Value" means the product of (1) the Applicable Conversion
Rate multiplied by (2) the average of the Sale Prices on each of the Trading
Days during the Conversion Reference Period.

          "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time this Indenture shall be principally administered,
which office at the date hereof is located at 4 New York Plaza, 15th Floor, New
York, NY 10004, Attention: Worldwide


                                       4

<PAGE>

Securities Services, or such other address as the Trustee may designate from
time to time by notice to the Holders and the Company, or the principal
corporate trust office of any successor Trustee (or such other address as a
successor Trustee may designate from time to time by notice to the Holders and
the Company).

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

          "Daily Share Amounts" means, for each Trading Day of the Conversion
Reference Period and each $1,000 Principal Amount of Securities surrendered for
conversion, a number of shares of Common Stock (but in no event less than zero)
determined by the following formula:

<TABLE>
<S>                                                                                <C>
(Sale Price per share of Common Stock for       Conversion Rate in effect on the
             such Trading Day               x           Conversion Date)           - $1,000
-------------------------------------------------------------------------------------------
               Sale Price per share of Common Stock for such Trading Day x 20
</TABLE>

          The Conversion Rate in effect on the Conversion Date, for the purposes
of this definition of Daily Share Amounts, will be appropriately adjusted to
take into account the occurrence on or before such Trading Day of any event
which would require an anti-dilution adjustment.

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

          "Depositary" means, with respect to the Securities issuable or issued
in whole or in part in the form of one or more Global Securities, the person
designated as Depositary by the Company, which Depositary shall be a clearing
agency registered under the Exchange Act; and if at any time there is more than
one such person, "Depositary" as used with respect to the Securities shall mean
the Depositary with respect to the Securities.

          "Distribution Notice" shall have the meaning set forth in Section
11.01.

          "Dividend Threshold Amount" means that distributions of cash to all
holders of the Common Stock (excluding any quarterly cash dividend on our common
stock to the extent that the aggregate cash dividend per share of the common
stock in any fiscal quarter does not exceed $0.10.

          "Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

          "DTC" means The Depository Trust Company.

          "Euro-clear" means the operator of the Euro-clear System, an
international securities clearing house.


                                       5

<PAGE>

          "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear Clearance System.

          "Event of Default" shall have the meaning set forth in Section 6.01.

          "Ex-Dividend Date" means the first date on which shares of the Common
Stock trade on the applicable exchange or in the applicable market, regular way,
without the right to receive such issuance or distribution.

          "Ex-Dividend Time" the time immediately prior to the commencement of
"ex-dividend" trading for such rights, warrants or options or distribution on
the Nasdaq National Market or such other national or regional exchange or market
on which the Common Stock is then listed or quoted.

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

          "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

          "Ex-Dividend Time" shall have the meaning set forth in Section 11.01.

          "Funded Debt" means all indebtedness maturing one year or more from
the date of the creation thereof, all indebtedness directly or indirectly
renewable or extendable, at the option of the debtor, by its terms or by the
terms of any instrument or agreement relating thereto, to a date one year or
more from the date of the creation thereof, and all indebtedness under a
revolving credit or similar agreement obligating the lender or lenders to extend
credit over a period of one year or more.

          "Global Security Holder" means Cede & Co., the nominee of the
Depository Trust Company.

          "Global Securities" the Securities offered hereby will be issued in
the form of one or more fully registered Global Securities.

          "Global Security" means a permanent Global Security substantially in
the form of Exhibit A hereto that bears the Global Security Legend and that has
the "Schedule of Exchanges of Interests in the Global Security" attached
thereto, and that represents all or part of the Securities and is deposited with
or on behalf of and registered in the name of the Depositary.

          "Holder" is defined in the definition of Securityholder below.

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

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


                                       6

<PAGE>

          "Initial Conversion Price" means the result obtained by dividing
$1,000 by the then Initial Conversion Rate.

          "Initial Conversion Rate" means 7.8952 shares of Common Stock per
Principal Amount of $1,000, subject to adjustment pursuant to Article 11.

          "Interest Payment Date," when used with respect to any Security, means
the date an installment of interest is due and payable on such Security.

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

          "Legal Holiday" shall have the meaning set forth in Section 11.08.

          "Legend" has the meaning set forth in Section 2.13.

          "Make-Whole Shares" has the meaning set forth in Section 11.12.

          "Market Disruption Event" means the occurrence or existence for more
than one half hour period in the aggregate on any scheduled trading day of any
suspension or limitation imposed on trading (by reason of movements in price
exceeding limits permitted by the U.S. national securities exchange or The
Nasdaq National Market (at such time that the Nasdaq National Market is not a
U.S. national securities exchange) on which the Common Stock is listed) in the
Common Stock or in any options, contracts or future contracts relating to the
Common Stock, and such suspension or limitation occurs or exists at any time
before 1:00 p.m. (New York City time) on such day.

          "Market Price" means the average of the Sale Prices for the 10
consecutive Trading-Day period ending on the third Business Day (if the third
Business Day prior to the applicable date is a Trading Day or, if not, then on
the last Trading Day) prior to such date, appropriately adjusted to take into
account the occurrence, during the period commencing on the first of such
trading days during such 10 Trading-Day period and ending on such date, of
certain events with respect to the Common Stock that would result in an
adjustment of the Conversion Rate.

          "Maturity," means the date on which the Principal of a Security
becomes due and payable as therein or herein provided, whether at the Maturity
or by declaration of acceleration, call for redemption or otherwise.

          "Maturity Date" has the meaning set forth in Section 2.01.

          "Net Share Amount" has the meaning set forth in Section 11.01.

          "Notice of Default" shall have the meaning set forth in Section 6.01.

          "Notice of Redemption" means that the Company shall give Holders not
less than 30 nor more than 60 days' notice of any optional redemption.


                                       7

<PAGE>

          "Notice of Withdrawal" shall have the meaning set forth in Section
4.01.

          "Officer" means the chairman of the Board, any Vice Chairman, the
President, any Vice President, the Treasurer, the Secretary, any Assistant
Treasurer or any Assistant Secretary of the Company.

          "Officers' Certificate" means a written certificate signed in the name
of the Company by its Chairman of the Board, a Vice Chairman, its President or a
Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.

          "Opinion of Counsel" means a written opinion containing the
information specified in Sections 12.04 and 12.05, from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of, or counsel to, the
Company or the Trustee.

          "Outstanding Securities" shall have the meaning set forth in Section
2.09.

          "Paying Agent" shall have the meaning set forth in Section 2.04.

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

          "Principal" or "Principal Amount" of a Security, except as otherwise
specifically provided in this Indenture, means the outstanding principal of the
Security.

          "Private Placement Legend" means the legend set forth in Section
2.13(g) to be placed on all Securities issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

          "Public Acquirer Change in Control" has the meaning set forth in
Section 11.13.

          "Public Acquirer Change in Control Effective Date" has the meaning set
forth in Section 11.13.

          "Public Acquirer Common Stock" has the meaning set forth in Section
11.13.

          "Purchase Agreement" means the Purchase Agreement, dated as of April
6, 2006, by and among the Company, and the other parties named on the signature
pages thereof, as such agreement may be amended, modified or supplemented from
time to time.

          "Purchase Price" shall have the meaning set forth in Section 3.02.

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

          "Redemption Date" when used with respect to any Security to be
redeemed, shall mean the date specified for redemption of such Security in
accordance with the terms of such Security and this Indenture.


                                       8

<PAGE>

          "Redemption Price" shall mean the price specified for redemption of
such Security in accordance with the terms of such Security and this Indenture.

          "Reference Treasury Dealer" means Banc of America Securities LLC,
Citigroup Global Markets Inc., and Morgan Stanley & Co. Incorporated, and any
successor firm; provided that, if any of Banc of America Securities LLC,
Citigroup Global Markets Inc., and Morgan Stanley & Co. Incorporated, ceases to
be a primary U.S. Government securities dealer, the Company will substitute
another nationally recognized investment banking firm that is a primary U.S.
Government securities dealer.

          "Reference Treasury Dealer Quotations" means, with respect to the
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 3:30 p.m., New York
City time, on the third Business Day preceding that Redemption Date.

          "Registrar" shall have the meaning set forth in Section 2.04.

          "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of April 12, 2006, by and among the Company, and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

          "Regular Record Date" shall have the meaning set forth in Section
2.01.

          "Repurchase Date" shall have the meaning set forth in Section 4.01.

          "Repurchase Notice" shall have the meaning set forth in Section 4.01.

          "Repurchase Price" shall have the meaning set forth in Section 4.01.

          "Required Cash Amount" has the meaning set forth in Section 11.01.

          "Restricted Certificated Security" means a Certificated Security
bearing the Private Placement Legend.

          "Rule 144" means Rule 144 promulgated under the Securities Act.

          "Rule 144A" means Rule 144A promulgated under the Securities Act.

          "Rule 144A Global Security" means a Global Security bearing the
Private Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Securities
initially sold in reliance on Rule 144A.

          "Sale Price" means the closing sale price per share (or if no closing
sale price is reported, the average of the bid and ask prices or, if more than
one in either case, the average of the average bid and the average ask prices)
on such Trading Day as reported in composite transactions for the principal U.S.
securities exchange on which the Common Stock is traded or,


                                       9

<PAGE>

if the common stock is not listed on a U.S. national or regional securities
exchange, as reported on the Nasdaq National Market (at such time that the
Nasdaq National Market is not a U.S. national securities exchange).

          "SEC" means the Securities and Exchange Commission.

          "Securities" means the $750,000,000 aggregate principal amount of the
Company's 1.50% Convertible Senior Notes due 2026 issued and authenticated
pursuant to this Indenture, as amended or supplemented from time.

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

          "Securityholder" or "Holder," when used with respect to any Security,
means, in the case of a Certificated Security, a person in whose name a Security
is registered on the Registrar's books.

          "Settlement Amount" shall have the meaning set forth in Section 11.01.

          "Significant Subsidiary" means a subsidiary that would constitute a
"significant subsidiary" within the meaning of Article 1 of Regulation S-X under
the Securities Act as in effect on the date of the indenture.

          "Subsidiary" means a corporation of which a majority of the Capital
Stock having voting power under ordinary circumstances to elect a majority of
the board of directors of such corporation is owned by (i) the Company, (ii) the
Company and one or more Subsidiaries or (iii) one or more Subsidiaries.

          "TIA" means the Trust Indenture Act of 1939 as in effect on the date
of this Indenture, except as provided in Section 9.03.

          "Time of Determination" means the time and date of the earlier of (i)
the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 11.07, 11.08 or 11.10
applies and (ii) the Ex-Dividend Time.

          "Trading Day" means any day on which (i) there is no Market Disruption
Event and (ii) the U.S. national securities exchange or The Nasdaq National
Market (at such time that the Nasdaq National Market is not a U.S. national
securities exchange) on which the Common Stock is listed, admitted for trading
or quoted, is open for trading or, if the Common Stock is not so listed,
admitted for trading or quoted, any Business Day. A "Trading Day" only includes
those days that have a scheduled closing time of 4:00 p.m. (New York City time)
or the then standard closing time for regular trading on the relevant exchange
or trading system.

          "Treasury Rate" means, with respect to any Redemption Date for the
Securities, the rate per annum equal to the semi-annual equivalent yield to
maturity (computed as of the third Business Day immediately preceding that
Redemption Date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that Redemption Date. The Treasury
Rate will be calculated on the third Business Day preceding the Redemption Date.


                                       10

<PAGE>

          "Trust Officer" means any officer of the Trustee assigned by the
Trustee to administer its corporate trust matters.

          "Trustee" means the party named as the "Trustee" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor.

          "United States" or "U.S." means the United States of America, its
territories, its possessions (including the Commonwealth of Puerto Rico), and
other areas subject to its jurisdiction.

          "Unrestricted Certificated Security" means one or more Certificated
Securities that do not bear and are not required to bear the Private Placement
Legend.

          "Unrestricted Global Security" means a permanent Global Security
substantially in the form of Exhibit A hereto that bears the Global Securities
Legend and that has the "Schedule of Exchanges of Interests in the Global
Security" attached thereto, and that is deposited with or on behalf of and
registered in the name of the Depositary, representing a series of Securities
that do not bear the Private Placement Legend.

          "Voting Stock" means, with respect to any corporation, association,
company or business trust, stock or other securities of the class or classes
having general voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of such corporation,
association, company or business trust, provided that, for the purposes hereof,
stock or other securities which carry only the right to vote conditionally on
the happening of an event shall not be considered Voting Stock whether or not
such event shall have happened.

          SECTION 1.02. Incorporation by Reference of Trust Indenture Act.

          If any provision of this Indenture limits, qualifies or conflicts with
the duties that would be imposed by any of Sections 310 to 317 of the TIA
through operation of Section 318(c) thereof on any person if this Indenture were
qualified under the TIA, such imposed duties shall control. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in
this Indenture have the following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Securityholder.

          "indenture to be qualified" means this Indenture.

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

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


                                       11

<PAGE>

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

          SECTION 1.03. Rules of Construction.

          Unless the context otherwise requires:

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

                    (B) an accounting term not otherwise defined has the meaning
               assigned to it in accordance with United States generally
               accepted accounting principles as in effect from time to time;

                    (C) "or" is not exclusive;

                    (D) "including" means including, without limitation; and

                    (E) words in the singular include the plural, and words in
               the plural include the singular.

                                   ARTICLE 2

                                 THE SECURITIES

          SECTION 2.01. Terms of the Securities. The entire outstanding
principal of the Securities will mature on April 1, 2026 (the "Maturity Date").

          The Securities shall be in denominations of $1,000 and any integral
multiple of $1,000 in excess thereof. The Securities shall be denominated in
U.S. dollars and all payments of principal and interest on the Securities shall
be made in U.S. dollars.

          The Securities shall bear interest at a rate of 1.50% per annum; the
date from which interest shall accrue shall be April 12, 2006; the Interest
Payment Dates for the Securities on which interest shall be payable shall be
April 1 and October 1 in each year, beginning October 1, 2006; the Regular
Record Dates for the interest payable on the Securities on any Interest Payment
Date shall be the March 15 or September 15 (whether or not a Business Day), as
the case may be, immediately preceding such Interest Payment Date (each a
"Regular Record Date"). Interest shall accrue on the basis of a 360-day year,
consisting of twelve 30-day months. Interest on any Security shall be payable
only to the Person in whose name that Security is registered at the close of
business on the Regular Record Date for such interest payment. If any Interest
Payment Date, Redemption Date or Maturity Date of the Securities is not a
Business Day, then payment of principal and interest will be made on the next
succeeding Business Day. No interest will accrue on the amount so payable for
the period from such Interest Payment Date, Redemption Date or Maturity Date, as
the case may be, to the date payment is made.

          The place of payment where the principal of and interest on the
Securities shall be payable and the Securities may be surrendered for the
registration of transfer or exchange shall


                                       12

<PAGE>

be the Corporate Trust Office of the Trustee. The place where notices or demands
to or upon the Company in respect of the Securities and this Indenture may be
served shall be the Corporate Trust Office of the Trustee.

          The Securities will be redeemable at the option of the Company
pursuant to Article III.

          SECTION 2.02. Form and Dating.

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

          (a) Restricted Global Securities. All of the Securities are initially
being offered and sold to QIBs in reliance on Rule 144A and shall be issued
initially in the form of one or more Rule 144A 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,
which shall initially be DTC, and registered in the name of its nominee, Cede &
Co. (or any successor thereto), for the accounts of participants in the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.

          (b) Global Securities in General. Each Global Security shall represent
such of the outstanding Securities as shall be specified therein and each shall
provide that it shall represent the aggregate Principal Amount of outstanding
Securities from time to time endorsed thereon and that the aggregate Principal
Amount of outstanding Securities represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges, redemptions
purchased by the Company pursuant to Article 3, repurchases at the option of the
Holders pursuant to Article 4 and conversions pursuant to Article 11. Except as
provided in this Section 2.02, or in Sections 2.07 or 2.13 hereof, owners of
beneficial interests in Global Securities will not be entitled to receive
physical delivery of Certificated Securities.

          Any adjustment of the aggregate Principal Amount of a Global Security
to reflect the amount of any increase or decrease in the Principal Amount of
outstanding Securities represented thereby shall be made by the Trustee in
accordance with instructions given by the Holder thereof as required by Section
2.13 hereof and shall be made on the records of the Trustee and the Depositary,
subject in each case to compliance with applicable procedures.

          (c) Book-Entry Provisions. This Section 2.02(c) shall apply only to
Global Securities deposited with or on behalf of the Depositary.

          The Company shall execute and the Trustee shall, in accordance with
this Section 2.02(c), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary


                                       13

<PAGE>

or pursuant to the Depositary's instructions and (c) shall bear legends
substantially to the following effect:

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

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE
     BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
     SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
     THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
     THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON
     THE REVERSE HEREOF."

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

          SECTION 2.03. Execution and Authentication.

          (a) The Securities shall be executed on behalf of the Company by any
Officer by manual or facsimile signature.

          (b) Securities bearing the manual or facsimile signatures of an
individual who was at the time of the execution of the Securities the proper
Officer of the Company shall bind the Company, notwithstanding that such
individual has ceased to hold such office prior to the authentication and
delivery of such Securities or did not hold such office at the date of
authentication of such Securities.

          (c) No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for
substantially in the form set forth on the form of Security attached as Exhibit
A hereto duly executed by the Trustee by manual signature of an authorized
officer of the Trustee, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder.


                                       14

<PAGE>

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

          (e) The Trustee shall have the right to decline to authenticate and
deliver any securities under this Section if the Trustee, being advised by
counsel, determines that such action may not be lawfully taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders.

          SECTION 2.04. Registrar, Paying Agent and Conversion Agent.

          (a) The Company shall maintain an office or agency where Securities
may be presented for registration of transfer or for exchange for other
Securities ("Registrar"), an office or agency where Securities may be presented
for purchase or payment ("Paying Agent") and an office or agency where
Securities may be presented for conversion into Common Stock ("Conversion
Agent"). The Registrar shall keep a register of the Securities and of their
registration of transfer and exchange. The Company may have one or more
co-registrars, one or more additional paying agents, and one or more additional
conversion agents.

          (b) The Company shall enter into an appropriate agency agreement with
any Registrar or co-registrar, Paying Agent or Conversion Agent (other than the
Trustee). The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 8.07. The Company or
any Subsidiary or an Affiliate of either of them may act as Paying Agent,
Registrar, or Conversion Agent or co-registrar.

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

          SECTION 2.05. Paying Agent to Hold Money and Securities in Trust.

          Except as otherwise provided herein, by no later than 10:00 a.m., New
York City time, on or prior to each due date of payments in respect of any
Security, the Company shall deposit with the Paying Agent a sum of money (in
immediately available funds if deposited on the due date) or Common Stock
sufficient to make such payment 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 and Common Stock held by the Paying Agent for the making of payments in
respect of the Securities and shall notify the Trustee of any default by the
Company in making any such payment. At any time during the continuance of any
such default, the Paying Agent shall, upon the written request of the Trustee,
forthwith pay to the Trustee all money and Common Stock so held in trust. If the
Company or a Subsidiary or an Affiliate of either of them acts as Paying Agent,
it shall segregate the money and Common Stock held by it as Paying Agent and
hold it as a separate trust fund. The Company at any time may require a Paying
Agent to pay all money and Common Stock held by it to the Trustee and to account
for any funds and Common Stock disbursed by it. Upon doing so, the Paying Agent
shall have no further liability for the money or Common Stock.


                                       15

<PAGE>

          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 cause to
be furnished to the Trustee at least semiannually on March 15 and September 15 a
listing of Securityholders dated within 15 days of the date on which the list is
furnished and at such other times as the Trustee may request in writing a list
in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Securityholders.

          SECTION 2.07. Transfer and Conversion.

          Subject to Section 2.13 hereof,

          (a) upon surrender for registration of transfer of any Security,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Securityholder or such Securityholder's attorney duly
authorized in writing, at the office or agency of the Company designated as
Registrar or co-registrar pursuant to Section 2.04, the Company shall execute,
and the Trustee upon receipt of a Company Order shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new
Securities of any authorized denomination or denominations, of a like aggregate
Principal Amount. The Company shall not charge a service charge for any
registration of transfer or exchange, but the Company or the Trustee may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the registration of transfer or
exchange of the Securities from the Securityholder requesting such registration
of transfer or exchange.

          At the option of the Holder, Certificated Securities may be exchanged
for other Securities of any authorized denomination or denominations, of a like
aggregate Principal Amount, upon surrender of the Securities to be exchanged,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Securityholder or such Securityholder's attorney duly
authorized in writing, at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee upon
receipt of a Company Order shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

          The Company shall not be required to make, and the Registrar need not
register, and Securities in respect of which a Repurchase Notice or a Change in
Control Purchase Notice has been given and not withdrawn by the Holder thereof
in accordance with the terms of this Indenture (except, in the case of
Securities to be purchased in part, the portion thereof not to be purchased.)

          (b) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.13 and this Section 2.07(b). Transfers of a
Global Security shall be limited to transfers of such Global


                                       16

<PAGE>

Security in whole, or in part, to nominees of the Depositary or to a successor
of the Depositary or such successor's nominee.

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

          (d) Any Registrar appointed pursuant to Section 2.04 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery of Securities by such Registrar upon registration
of transfer or exchange of Securities.

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

          SECTION 2.08. Replacement Securities.

          (a) 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 execute and upon Company Order the Trustee
shall authenticate a replacement Security if the requirements of Section 8-405
of the Uniform Commercial Code of the State of New York 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 affidavit of loss and
indemnity bond sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, any Agent from any loss that any of them may
suffer if a Security is replaced, and, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a protected purchaser,
the Company shall execute and upon Company Order the Trustee shall authenticate
and deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and Principal
Amount, bearing a number not contemporaneously outstanding.

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

          (c) Upon the issuance of any new Security under this Section 2.08, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) in connection
therewith.

          (d) Every new Security issued pursuant to this Section 2.08 in
exchange for any mutilated Security, or in lieu of any destroyed, lost or stolen
Security, shall constitute an original additional contractual obligation of the
Company and any other obligor upon the Securities, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.


                                       17

<PAGE>

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

          SECTION 2.09. Outstanding Securities; Determinations of Holders'
Action.

          (a) Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those cancelled by it, those paid
pursuant to Section 2.08 and delivered to it for cancellation and those
described in this Section 2.09 as not outstanding (the "Outstanding
Securities"). A Security does not cease to be outstanding because the Company or
an Affiliate thereof holds the Security; provided, however, that in determining
whether the Holders of the requisite Principal Amount of Securities have given
or concurred in any request, demand, authorization, direction, notice, consent
or waiver hereunder, Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Trust Officer of the Trustee actually knows to be so owned shall be so
disregarded. Subject to the foregoing, only Securities outstanding at the time
of such determination shall be considered in any such determination (including,
without limitation, determinations pursuant to Articles 6 and 8).

          (b) If a Security is replaced pursuant to Section 2.08, the replaced
Security ceases to be outstanding unless the Trustee and the Company receive
proof satisfactory to each of them that the replaced Security is held by a bona
fide purchaser in whose hands such Security is a valid obligation of the
Company.

          (c) If the Paying Agent holds, in accordance with this Indenture, on a
Purchase Date Change in Control Purchase Date, or a Maturity, money or
securities, if permitted hereunder, sufficient to pay Securities payable on that
date, then immediately after such date, such Securities shall cease to be
outstanding and interest on such Securities shall cease to accrue whether or not
the Security is delivered to the Paying Agent.

          (d) If a Security is converted in accordance with Article 10, then
from and after the time of conversion on a Conversion Date, such Security shall
cease to be outstanding and interest shall cease to accrue on such Security.

          SECTION 2.10. Temporary Securities.

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


                                       18

<PAGE>

          (b) If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 2.04, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee upon receipt of a Company Order shall authenticate and deliver
in exchange therefor a like Principal Amount of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

          SECTION 2.11. Cancellation.

          All Securities surrendered for payment, redemption or purchase by the
Company pursuant to Article 4, conversion or registration of transfer or
exchange shall, if surrendered to any person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. The Company may not issue new Securities to replace Securities
it has paid or delivered to the Trustee for cancellation or that any Holder has
converted pursuant to Article 10. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of by the Trustee in accordance with the
Trustee's customary procedure.

          SECTION 2.12. Persons Deemed Owners.

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

          SECTION 2.13. Legend; Additional Transfer and Exchange Requirements.

          (a) If Securities are issued upon the transfer, exchange or
replacement of Securities subject to restrictions on transfer and bearing the
legends set forth in Section 2.13(g) (collectively, the "Legend"), or if a
request is made to remove the Legend on a Security, the Securities so issued
shall bear the Legend, or the Legend shall not be removed, as the case may be,
unless there is delivered to the Company and the Registrar such satisfactory
evidence, which shall include an Opinion of Counsel, as may be reasonably
required by the Company and the Registrar, that neither the Legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144A or Rule 144 under the Securities
Act or that such Securities are not "restricted" within the meaning of Rule 144
under


                                       19

<PAGE>

the Securities Act; provided that no such evidence need be supplied in
connection with the sale of such Security pursuant to a registration statement
that is effective at the time of such sale. Upon (1) provision of such
satisfactory evidence if requested, or (2) notification by the Company to the
Trustee and Registrar of the sale of such Security pursuant to a registration
statement that is effective at the time of such sale, the Trustee, upon Company
Order, shall authenticate and deliver a Security that does not bear the Legend.
If the Legend is removed from the face of a Security and the Security is
subsequently held by an Affiliate of the Company, the Legend shall be
reinstated.

          (b) Subject to Sections 2.13(c)(i) and 2.13(f) and in compliance with
Section 2.13(d), every Security shall be subject to the restrictions on transfer
provided in the Legend. Whenever any Restricted Security other than a Restricted
Global Security is presented or surrendered for registration of transfer or in
exchange for a Security registered in a name other than that of the Holder, such
Security must be accompanied by a certificate, dated the date of such surrender
and signed by the Holder of such Security, as to compliance with such
restrictions on transfer. The Registrar shall not be required to accept for such
registration of transfer or exchange any Security not so accompanied by a
properly completed certificate.

          (c) Notwithstanding any other provisions of this Indenture or the
Securities, (A) transfers of a Global Security, in whole or in part, shall be
made only in accordance with Section 2.07 and Section 2.13(c)(i), (B) transfer
of a beneficial interest in a Global Security for a Certificated Security shall
comply with Section 2.07 and Section 2.13(c)(ii) below, and (C) transfers of a
Certificated Security shall comply with Section 2.07 and Section 2.13(c)(iii)
and (iv) below.

               (i) Transfer of Global Security. A Global Security may not be
          transferred, in whole or in part, to any Person other than the
          Depositary or a nominee or any successor thereof, and no such transfer
          to any such other Person may be registered; provided that this clause
          (i) shall not prohibit any transfer of a Security that is issued in
          exchange for a Global Security but is not itself a Global Security. No
          transfer of a Security to any Person shall be effective under this
          Indenture or the Securities unless and until such Security has been
          registered in the name of such Person. Nothing in this Section
          2.13(c)(i) shall prohibit or render ineffective any transfer of a
          beneficial interest in a Global Security effected in accordance with
          the other provisions of this Section 2.13(c).

               (ii) Restrictions on Transfer of a Beneficial Interest in a
          Global Security for a Certificated Security. A beneficial interest in
          a Global Security may not be exchanged for a Certificated Security
          except upon satisfaction of the requirements set forth below. Upon
          receipt by the Trustee of a request for transfer of a beneficial
          interest in a Global Security in accordance with applicable procedures
          for a Certificated Security in the form satisfactory to the Trustee
          including any information necessary to ensure compliance with the
          Securities Act, together with written instructions to the Trustee to
          make, or direct the Registrar to make, an adjustment on its books and
          records with respect to such Global Security to reflect a decrease in
          the aggregate Principal Amount of the Securities represented by the
          Global Security, such instructions to contain information regarding
          the Depositary


                                       20
<PAGE>

          account to be credited with such decrease, then the Trustee shall
          cause, or direct the Registrar to cause, in accordance with the
          standing instructions and procedures existing between the Depositary
          and the Registrar, the aggregate Principal Amount of Securities
          represented by the Global Security to be decreased by the aggregate
          Principal Amount of the Certificated Security to be issued, shall
          authenticate and deliver such Certificated Security and shall debit or
          cause to be debited to the account of the Person specified in such
          instructions a beneficial interest in the Global Security equal to the
          Principal Amount of the Certificated Security so issued.

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

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

                    (y)  to exchange such Certificated Securities for an equal
                         Principal Amount of Certificated Securities of other
                         authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if
its requirements for such transaction are met including any information
necessary to ensure compliance with the Securities Act; provided, however, that
the Certificated Securities surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in
form reasonably satisfactory to the Company and the Registrar, duly executed by
the Holder thereof or his attorney duly authorized in writing.

               (iv) Restrictions on Transfer of a Certificated Security for a
          Beneficial Interest in a Global Security. A Certificated Security may
          not be exchanged for a beneficial interest in a Global Security except
          upon satisfaction of the requirements set forth below.

Upon receipt by the Trustee of a Certificated Security, duly endorsed or
accompanied by appropriate instruments of transfer, in form satisfactory to the
Trustee, together with written instructions directing the Trustee to make, or to
direct the Registrar to make, an adjustment on its books and records with
respect to such Global Security to reflect an increase in the aggregate
Principal Amount of the Securities represented by the Global Security, such
instructions to contain information regarding the Depositary account to be
credited with such increase, then the Trustee shall cancel such Certificated
Security and cause, or direct the Registrar to cause, in accordance with the
standing instructions and procedures existing between the Depositary and the
Registrar, the aggregate Principal Amount of Securities represented by the
Global Security to be increased by the aggregate Principal Amount of the
Certificated Security to be exchanged, and shall credit or cause to be credited
to the account of the Person specified in such instructions a beneficial
interest in the Global Security equal to the Principal Amount of the
Certificated Security so cancelled. If no Global Securities are then
outstanding, the Company shall issue and the Trustee upon receipt of a Company
Order shall authenticate a new Global Security in the appropriate Principal
Amount.


                                       21

<PAGE>

          (d) The restrictions imposed by the Legend upon the transferability of
any Security shall cease and terminate when such Security has been sold pursuant
to an effective registration statement under the Securities Act or transferred
in compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Security for exchange to the Registrar in accordance with the
provisions of this Section 2.13 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by an Opinion of Counsel reasonably
acceptable to the Company and the Registrar and addressed to the Company and the
Registrar, to the effect that the transfer of such Security has been made in
compliance with Rule 144 or such successor provision), be exchanged for a new
Security, of like tenor and aggregate principal amount, which shall not bear the
restrictive Legend. The Company shall inform the Trustee of the effective date
of any registration statement registering the offer and sale of the Securities
under the Securities Act. The Trustee or the Registrar shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with
the aforementioned Opinion of Counsel or registration statement.

          As used in Sections 2.13(b) and (d), the term "transfer" encompasses
any sale, pledge, transfer, hypothecation or other disposition of any Security.

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

               (i) Notwithstanding any other provisions of this Indenture or the
          Securities, except as provided in Section 2.13(c)(ii), a Global
          Security shall not be exchanged in whole or in part for a Security
          registered in the name of any Person other than the Depositary or one
          or more nominees thereof, provided that a Global Security may be
          exchanged for Securities registered in the names of any person
          designated by the Depositary in the event that (i) the Depositary has
          notified the Company that it is unwilling or unable to continue as
          Depositary for such Global Security or such Depositary has ceased to
          be a "clearing agency" registered under the Exchange Act, and a
          successor Depositary is not appointed by the Company within 90 days,
          (ii) the Company decides to discontinue use of the system of
          book-entry transfer through DTC (or any successor depositary); or
          (iii) an Event of Default has occurred and is continuing with respect
          to the Securities. Any Global Security exchanged pursuant to clause
          (i) or (ii) above shall be so exchanged in whole and not in part, and
          any Global Security exchanged pursuant to clause (iii) above may be
          exchanged in whole or from time to time in part as directed by the
          Depositary. Any Security issued in exchange for a Global Security or
          any portion thereof shall be a Global Security; provided that any such
          Security so issued that is registered in the name of a Person other
          than the Depositary or a nominee thereof shall not be a Global
          Security.

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


                                       22

<PAGE>

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

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

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

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

          (f) Until the expiration of the holding period applicable to sales
thereof under Rule 144(k) under the Securities Act (or any successor provision
thereto), any stock certificate representing Common Stock issued upon conversion
of any Security shall bear a legend in substantially the following form, unless
such Common Stock has been sold pursuant to a registration statement that has
been declared effective under the Securities Act (and which continues to be
effective at the time of such transfer) or transferred in compliance with Rule
144 under the Securities Act (or any successor provision thereto), or such
Common Stock has been


                                       23

<PAGE>

issued upon conversion of Securities that have been transferred pursuant to a
registration statement that has been declared effective under the Securities Act
or pursuant to Rule 144 under the Securities Act (or any successor provision
thereto), or unless otherwise agreed by the Company in writing with written
notice thereof to the transfer agent:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY NOT BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

BY ITS ACQUISITION HEREOF, THE HOLDER (I) AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
THE LAST ISSUE DATE OF THE NOTE CONVERTED INTO THIS SECURITY AND THE LAST DATE
ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF THIS NOTE) ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON IT REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRANSFER
AGENT'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D)
TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO
REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE
OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE AND THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATES AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY.

          Any such Common Stock as to which such restrictions on transfer shall
have expired in accordance with their terms or as to which the conditions for
removal of the foregoing legend set forth therein have been satisfied may, upon
surrender of the certificates representing such shares of Common Stock for
exchange in accordance with the procedures of the transfer agent for the Common
Stock, be exchanged for a new certificate or certificates for a like number of
shares of Common Stock, which shall not bear the restrictive legend required by
this section.

          (g) Until the expiration of the holding period applicable to sales
thereof under Rule 144(k) under the Securities Act (or any successor provision
thereto), any certificate


                                       24

<PAGE>

representing any Security shall bear a legend in substantially the following
form, unless (i) such Certificated Security or Global Security has been issued
pursuant to Section 2.13(f) hereto, or (ii) such Security has been sold pursuant
to a registration statement that has been declared effective under the
Securities Act (and which continues to be effective at the time of such
transfer) or transferred in compliance with Rule 144 under the Securities Act
(or any successor provision thereto), or unless otherwise agreed by the Company
in writing with written notice thereof to the transfer agent:

THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.

BY ITS ACQUISITION HEREOF, THE HOLDER (1) AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH NOTE PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE
LAST ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
THIS SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN
THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE AND DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATE AND/OR OTHER INFORMATION SATISFACTORY TO THE
COMPANY.

          Any such Security as to which such restrictions on transfer shall have
expired in accordance with their terms or as to which the conditions for removal
of the foregoing legend set forth therein have been satisfied may, upon
surrender of the certificates representing such Security for exchange in
accordance with the procedures of the transfer agent, be exchanged for


                                       25

<PAGE>

a new certificate or certificates for a like amount of Securities, which shall
not bear the restrictive legend required by this section.

          SECTION 2.14. CUSIP Numbers.

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

          SECTION 2.15. Additional Interest Under Registration Rights
Agreements.

          Under certain circumstances, the Company may be obligated to pay
Additional Interest to Holders, all as and to the extent set forth in the
Registration Rights Agreement. The terms thereof are hereby incorporated herein
by reference. Additional Interest, if required to be paid, is deemed to be
interest for purposes of this Indenture.

                                   ARTICLE 3

                               OPTIONAL REDEMPTION

          SECTION 3.01. Company's Right to Redeem; Notices to Trustee.

          (a) At any time on or after April 5, 2009, and until April 4, 2011 the
Company may redeem the Securities, in whole or in part, for cash at a Redemption
Price equal to 100% of the Principal Amount being redeemed plus accrued and
unpaid interest, to but excluding the Redemption Date, if the Sale Price of
Common Stock is equal to or greater than 130% of the Conversion Price then in
effect for at least 20 Trading Days in the period of 30 consecutive Trading Days
ending on the Trading Day prior to the date of mailing of the Notice of
Redemption.

          (b) Beginning on April 5, 2011 the Company may, at its option, redeem
all or part of the Securities for cash at a Redemption Price equal to 100% of
the Principal Amount being redeemed plus accrued and unpaid interest, to but
excluding the Redemption Date.

          (c) If the Company elects to redeem Securities, it shall notify the
Trustee in writing of the Redemption Date, the Principal Amount of Securities to
be redeemed, the Conversion Price and the Redemption Price payable on the
Redemption Date. The Company shall give such notice to the Trustee in accordance
with Section 3.03.

          (d) In accordance with Section 13.04, in connection with any
redemption, the Company shall furnish to the Trustee an Officers' Certificate
stating that, in the opinion of the signers, all conditions precedent, if any,
to the redemption have been complied with.


                                       26

<PAGE>

          SECTION 3.02. Selection of Securities to Be Redeemed. If fewer than
all of the outstanding Securities are to be redeemed, the Trustee shall, upon 15
days' prior notice from the Company (unless the Trustee consents to a shorter
period), select the Securities to be redeemed in Principal Amounts of $1,000 or
integral multiples thereof. The Trustee may select the Securities by lot, pro
rata or by any other method the trustee considers fair and appropriate or in any
manner required by the Depositary.

          If a portion of a Holder's Securities is selected for partial
redemption and the Holder thereafter surrenders a portion of such Securities for
conversion before termination of the conversion right with respect to the
portion of the Security so selected for redemption, the portion of such Security
surrendered for conversion shall be deemed (so far as may be), solely for
purposes of determining the aggregate Principal Amount of Securities to be
redeemed by the Company, to be the portion selected for redemption.

          Securities which have been converted during a selection of Securities
to be redeemed may be treated by the Trustee as outstanding for the purpose of
such selection. Nothing in this Section 3.02 shall affect the right of any
Holder to convert any Security pursuant to Sections 11.01 before the termination
of the conversion right with respect thereto.

          SECTION 3.03. Notice of Redemption. (a) At least 30 days but not more
than 60 days before a Redemption Date, the Company shall provide a notice of
redemption (a "Notice of Redemption") to the Trustee and to each Holder of
Securities to be redeemed at such Holder's address kept by the Registrar.

          (b) The Notice of Redemption shall identify the Securities to be
redeemed and shall state:

               (i) the Redemption Date;

               (ii) the Redemption Price;

               (iii) the Applicable Conversion Rate as of the Trading Day prior
          to the date of the mailing of the Notice of Redemption;

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

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

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

               (vii) that Holders who wish to convert Securities must comply
          with the procedures in Section 11.02 and paragraph 8 of the
          Securities;

               (viii) that, unless the Company defaults in making payment of the
          Redemption Price for the Securities called for redemption, interest on
          the


                                       27

<PAGE>

          Securities will cease to accrue on and after the Redemption Date and
          the only remaining right of the Holder will be to receive payment of
          the Redemption Price upon presentation and surrender to the Paying
          Agent of the Securities;

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

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

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

          SECTION 3.04. Effect of Notice of Redemption. Once a Notice of
Redemption is given by the Company, Securities called for redemption become due
and payable on the Redemption Date and at the Redemption Price stated in such
notice, except for Securities that are converted in accordance with the
provisions of Section 11.02. Upon their presentation and surrender to the Paying
Agent, Securities called for redemption shall be paid at the Redemption Price.
Failure to give notice or any defect in the notice to any Holder shall not
affect the validity of the notice to any other Holder.

          SECTION 3.05. Deposit of Redemption Price. Prior to 11:30 a.m. (New
York City time) on the Redemption Date, the Company shall deposit with the
Paying Agent (or, if the Company or an Affiliate of the Company is acting as the
Paying Agent, shall segregate and hold in trust) an amount of money sufficient
to pay the aggregate Redemption Price of all the Securities to be redeemed on
the Redemption Date other than the Securities or portions thereof called for
redemption which on or prior thereto have been delivered by the Company to the
Trustee for cancellation or have been converted. The Trustee and the Paying
Agent shall, as promptly as practicable, return to the Company any money not
required to pay the aggregate Redemption Price because of conversion of the
Securities in accordance with the provisions of Sections 11.02. If such money is
then held by the Company or an Affiliate of the Company in trust and is not
required for such purpose, it shall be discharged from such trust.

          SECTION 3.06. No Redemption Upon Acceleration. Notwithstanding the
foregoing, the Company may not redeem the Securities if the principal amount of
Securities has been accelerated, and such acceleration has not been rescinded,
on or prior to such Redemption Date (except in the case of an acceleration
resulting from a default by the Company in the payment of the Redemption Price
with respect to such Securities).

          SECTION 3.07. Partial Redemption Qualifications. In the event of any
redemption of the Securities in part, the Company will not be required to:

               (a) issue, register the transfer of or exchange any Security
          during a period beginning at the opening of business 15 days before
          any selection of Securities for redemption and ending at the close of
          business on the earliest date on which the relevant Notice of
          Redemption is deemed to have been given to all Holders of Securities
          to be so redeemed, or


                                       28

<PAGE>

               (b) register the transfer of or exchange any Security so selected
          for redemption, in whole or in part, except the unredeemed portion of
          any Security being redeemed in part.

                                   ARTICLE 4

                     REPURCHASE AT THE OPTION OF THE HOLDER

          SECTION 4.01. Purchase of Securities at Option of the Holder On
Specified Dates.

          (a) Securities or portions thereof shall be purchased by the Company
at the option of the holder for cash on April 1, 2011, April 1, 2016 and April
1, 2021 (each, a "Repurchase Date"), at a purchase price (the "Repurchase
Price") equal to 100% of the principal amount of the Securities to be
repurchased. The Company shall pay any accrued and unpaid interest, including
Additional Interest, if any, thereon to but excluding such Repurchase Date to
the holders of such Securities at the close of business on the Regular Record
Date immediately preceding such Repurchase Date.

          (b) Holders may submit their Securities for purchase to the Paying
Agent at any time from the opening of business on the date that is 20 Business
Days prior to such Repurchase Date until the close of business on the Business
Day before such Purchase Date.

          (c) Unless the Company has issued a Notice of Redemption, not later
than 20 Business Days prior to any Repurchase Date, the Company shall mail a
notice (the "Company Notice") by first class mail to the Trustee, to the Paying
Agent and to each Holder (and to beneficial owners as required by applicable
law). The Company Notice shall include a form of repurchase notice to be
completed by a holder and shall state:

               (i) the last date on which a Securityholder may exercise its
          repurchase right pursuant to this Section 4.01;

               (ii) the Repurchase Date, the Repurchase Price and the Applicable
          Conversion Rate as of the Trading Day immediately prior to the mailing
          of the Company Notice;

               (iii) the name and address of the Trustee, the Paying Agent and
          the Conversion Agent;

               (iv) that Securities as to which a Repurchase Notice has been
          given may be converted only in accordance with Article 11 hereof and
          the terms of the Securities if the applicable Repurchase Notice has
          been withdrawn in accordance with the terms of this Indenture;

               (v) that Securities must be surrendered to the Paying Agent to
          collect payment;


                                       29

<PAGE>

               (vi) that the Repurchase Price for any Security as to which a
          Repurchase Notice has been given and not withdrawn will be paid
          promptly following the later of the Repurchase Date and the time of
          surrender of such Security as described in (v);

               (vii) the procedures the holder must follow to exercise its
          repurchase rights under this Section 4.01 and a brief description of
          those rights;

               (viii) briefly, the conversion rights with respect to the
          Securities;

               (ix) the procedures for withdrawing a Repurchase Notice; and

               (x) the CUSIP number of the Securities.

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

          (e) The Company will promptly publish a notice containing the
information included in the Company Notice in a newspaper of general circulation
in The City of New York or publish such information on the Company's website or
through such other public medium as the Company may use at that time.

          (f) Purchases of Securities hereunder shall be made, at the option of
the Holder thereof, upon:

               (i) delivery to the Paying Agent by the Holder of a written
          notice of repurchase substantially in the form set forth on the
          reverse of the Security as Exhibit D thereto (a "Repurchase Notice")
          during the period beginning at any time from the opening of business
          on the date that is 20 Business Days prior to the relevant Repurchase
          Date until the close of business on the second Business Day prior to
          the Repurchase Date stating:

                    (A) if certificated Securities have been issued, the
               certificate numbers of the Securities that the Holder will
               deliver to be purchased,

                    (B) the portion of the principal amount of the Securities to
               be purchased, which portion must be in principal amounts of
               $1,000 or an integral multiple of $1,000, and

                    (C) that such Securities shall be purchased by the Company
               as of the Repurchase Date pursuant to the terms and conditions
               specified in the Securities and in this Indenture;

          provided, however, that if the Securities are not in certificated
          form, the Repurchase Notice must comply with appropriate Depositary
          procedures; and


                                       30

<PAGE>

               (ii) book-entry transfer or delivery of such Security to the
          Paying Agent at any time after delivery of the Repurchase Notice
          (together with all necessary endorsements) at the offices of the
          Paying Agent, such delivery being a condition to receipt by the holder
          of the Repurchase Price therefor; provided, however, that such
          Repurchase Price shall be so paid pursuant to this Section 4.01 only
          if the Security so delivered to the Paying Agent shall conform in all
          respects to the description thereof in the related Repurchase Notice.

          No Repurchase Notice with respect to any Securities may be tendered by
a Holder thereof if such Holder has also tendered a Change in Control Repurchase
Notice and not validly withdrawn such Change in Control Repurchase Notice in
accordance with this Section 4.01.

          The Company shall purchase from the Holder thereof, pursuant to this
Section 4.01, a portion of a Security, if the principal amount of such portion
is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Security also apply to the purchase of such
portion of such Security.

          Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Repurchase Notice contemplated by this Section 4.01
shall have the right to withdraw, in whole or in part, such Repurchase Notice at
any time prior to the close of business on the third Business Day prior to the
Repurchase Date by delivery of a written notice of withdrawal to the Paying
Agent in accordance with this Section 4.01 ("Notice of Withdrawal").

          (g) The Notice of Withdrawal must state:

               (xi) the Principal Amount of Securities being withdrawn, which
          shall be $1,000 or an integral multiple of $1,000;

               (xii) if certificated, the certificate numbers of the Securities
          being withdrawn, and if certificated notes have not been issued, the
          notice must comply with appropriate Depositary procedures; and

               (xiii) the principal amount, if any, of the Securities that
          remain subject to the purchase notice, if any.

          In connection with any purchase offer pursuant to these provisions,
the Company will:

               (i) comply with the provisions of Rule 13e-4, Rule 14e-1 and any
          other tender offer rules under the Exchange Act which may then be
          applicable;

               (ii) file Schedule TO or any other required schedule under the
          Exchange Act; and

               (iii) otherwise comply with the federal and state securities
          laws.

          The Paying Agent shall promptly notify the Company of the receipt by
it of any Repurchase Notice or written Notice of Withdrawal thereof.


                                       31

<PAGE>

          The Paying Agent has no duty of responsibility to verify the accuracy
or compliance with such Notice of Withdrawal.

          (d) Notwithstanding the foregoing, no Securities may be repurchased by
the Company at the option of the Holders if the Principal Amount of the
Securities has been accelerated, and such acceleration has not been rescinded,
on or prior to the Repurchase Date (except in the case of an acceleration
resulting from a default by the Company in the payment of the Repurchase Price
with respect to such Securities).

          (e) Payment of the Repurchase Price for a Security for which a
Repurchase Notice has been delivered and not validly withdrawn is conditioned
upon the delivery of the Security, together with necessary endorsements, to the
Paying Agent at any time after delivery of the Repurchase Notice. Payment of the
Repurchase Price for the Security will be made promptly following the later of
the Repurchase Date or the time of delivery of the Security.

          No Securities may be purchased at the option of Holders if there has
occurred and is continuing an Event of Default, other than an Event of Default
that is cured by the payment of the Repurchase Price of all such Securities.

          SECTION 4.02. Purchase of Securities at Option of the Holder upon
Change in Control.

          (a) If prior to April 1, 2011, there shall have occurred a Change in
Control, each Holder shall have the right, at such Holder's option, to require
the Company to purchase for cash all or any portion of such Holder's Securities
which have not been repurchased or called for redemption pursuant to Section
3.01, that is equal to $1,000 or an integral multiple of $1,000 at a purchase
price equal to 100% of the principal amount of the Securities to be repurchased
(the "Change in Control Purchase Price") plus any accrued and unpaid interest,
including Additional Interest, if any, thereon to, but excluding the date that
is 20 Business Days after the date the Company sends to Holders a Change in
Control Purchase Notice (the "Change in Control Purchase Date"), subject to
satisfaction by or on behalf of the Holder of the requirements set forth in
Section 4.01(c).

               (A) "Change in Control" shall be deemed to have occurred at such
          time as either of the following events shall occur:

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

                    (2) consummation of any share exchange, consolidation or
               merger of the Company pursuant to which the Common Stock will be


                                       32

<PAGE>

               converted into cash, securities or other property or any sale,
               lease or other transfer (in one transaction or a series of
               transactions) of all or substantially all of the Company's
               consolidated assets (considered together with its Subsidiaries)
               to any Person (other than one of the Company's Subsidiaries);
               provided, however, that a transaction where the Holders of all
               classes of the Company's Common Equity immediately prior to such
               transaction own, directly or indirectly, more than 50% of all
               classes of Common Equity of the continuing or surviving
               corporation or transferee immediately after such event shall not
               be a Change in Control;

                    (3) a "person" or "group" (within the meaning of Section
               13(d) of the Exchange Act (other than the Company, the Company's
               Subsidiaries or the Company's employee benefit plans) files a
               Schedule 13D or a Schedule TO, disclosing that it has become the
               "beneficial owner" (as defined in Rule 13d-3 under the Exchange
               Act) of our Common Equity representing more than 50% of the
               voting power of Common Equity; or

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

          For purposes of defining a Change in Control:

                    (x) whether a person is a "beneficial owner" will be
               determined in accordance with Rule 13d-3 under the Exchange Act;
               and

                    (y) a "person" includes any syndicate or group that would be
               deemed to be a person under Section 13(d)(3) of the Exchange Act.

          Notwithstanding the foregoing, it will not constitute a Change in
Control if 100% of the consideration for the Common Stock (excluding cash
payments for fractional shares and cash payments made in respect of dissenter's
appraisal rights, if any) in the transaction or transactions constituting the
Change in Control consists of another Person's common stock or American
Depositary Shares representing shares of another Person's common stock traded on
a U.S. national securities exchange or quoted on The Nasdaq National Market (at
such time as the Nasdaq National Market is not a U.S. National Securities
Exchange), or which will be so traded or quoted when exchanged in connection
with the Change in Control, and as a result of such transaction or transactions
the Securities become convertible solely into such common stock or American
Depositary Shares.


                                       33

<PAGE>

          (b) Within 20 days after the Company knows or reasonably should know
of the occurrence of the Change in Control transaction, the Company shall mail a
written notice of Change in Control ("Change in Control Notice") by first-class
mail to the Trustee and to each Holder at their address shown in the register of
the Registrar (and to beneficial owners as required by applicable law). The
notice shall include a form of Change in Control Purchase Notice to be completed
by the Securityholder and shall state:

               (i) briefly, the events causing a Change in Control and the
          effective date or anticipated effective date of such Change in
          Control;

               (ii) the date by which the Change in Control Purchase Notice
          pursuant to this Section 4.02 must be given;

               (iii) the Change in Control Purchase Date;

               (iv) the Change in Control Purchase Price and, to the extent
          known at the time of such notice, the amount of interest that will be
          accrued and payable with respect to the Securities as of the Change in
          Control Purchase Date;

               (v) whether such Change in Control will also constitute a Public
          Acquirer Change in Control and the conversion rights available to the
          Holders in connection with such Public Acquirer Change in Control,
          including the period of conversion;

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

               (vii) the Conversion Rate and any adjustments thereto;

               (viii) that Securities as to which a Change in Control Purchase
          Notice has been given may be converted pursuant to Article 11 hereof
          only if the Change in Control Purchase Notice has been withdrawn in
          accordance with the terms of this Indenture;

               (ix) that Securities must be surrendered to the Paying Agent to
          collect payment of the Change in Control Purchase Price;

               (x) that the Change in Control Purchase Price for any Security as
          to which a Change in Control Purchase Notice has been duly given and
          not withdrawn, together with any accrued interest payable with respect
          thereto, will be paid on or prior to the third Business Day following
          the later of the Change in Control Purchase Date and the time of
          surrender of such Security;

               (xi) briefly, the procedures the Holder must follow to exercise
          rights under this Section 4.01;

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


                                       34

<PAGE>

               (xiii) the procedures for withdrawing a Change in Control
          Purchase Notice;

               (xiv) that, unless the Company defaults in making payment of such
          Change in Control Purchase Price and interest due, if any, interest on
          Securities surrendered for purchase will cease to accrue on and after
          the Change in Control Purchase Date; and

               (xv) the CUSIP number of the Securities.

          (c) A Holder may exercise its rights specified in Section 4.02(a) upon
(i) delivery to the Paying Agent of a written notice of repurchase substantially
in the form set forth on the reverse of the Security as Exhibit E thereto (a
"Change in Control Purchase Notice") during the period beginning at any time
from the opening of business on the date of the Change in Control Notice and
ending 20 days thereafter:

               (A) if certificated Securities have been issued, the certificate
          number of the Notes that the Holder will deliver to be purchased;

               (B) the portion of the Principal Amount of the Securities to be
          purchased, which portion must be in Principal Amounts of $1,000 or an
          integral multiple of $1,000; and

               (C) that such Securities shall be purchased by the Company as of
          the Change in Control Purchase Date pursuant to the terms and
          conditions specified in the Securities and in this Indenture;

provided, however, that if the Securities are not in certificated form, the
Change in Control Purchase Notice must comply with appropriate Depositary
procedures; and

               (ii) book-entry transfer or delivery of such Security to the
          Paying Agent at any time after delivery of the Change in Control
          Purchase Notice (together with all necessary endorsements) at the
          offices of the Paying Agent, such delivery being a condition to
          receipt by the holder of the Change in Control Purchase Price
          therefor; provided, however, that such Change in Control Purchase
          Price shall be so paid pursuant to this Section 4.02(c) only if the
          Security so delivered to the Paying Agent shall conform in all
          respects to the description thereof in the related Change in Control
          Purchase Notice.

          (d) The delivery of such Security to the Paying Agent prior to, on or
after the Change in Control Purchase Date (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Change in Control Purchase Price therefor;
provided, however, that such Change in Control Purchase Price shall be so paid
pursuant to this Section 4.02 only if the Security so delivered to the Paying
Agent shall conform in all respects to the description thereof set forth in the
related Change in Control Purchase Notice.


                                       35

<PAGE>

          (e) The Company shall purchase from the Holder thereof, pursuant to
this Section 4.02, a portion of a Security if the Principal Amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

          (f) Any purchase by the Company contemplated pursuant to the
provisions of this Section 4.02 shall be consummated by the delivery of the
consideration to be received by the Holder (together with accrued and unpaid
interest) on or prior to the third Business Day following the later of the
Change in Control Purchase Date and the time of delivery of the Security to the
Paying Agent in accordance with this Section 4.02.

          (g) Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Purchase Notice
contemplated by Section 4.02(c) shall have the right to withdraw such Change in
Control Purchase Notice at any time prior to the close of business on the Change
in Control Purchase Date by delivery of a written notice of withdrawal to the
Paying Agent in accordance with Section 4.03.

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

          (i) The Company shall not be required to comply with this Section 4.02
if a third party mails a written notice of Change in Control in the manner, at
the times and otherwise in compliance with this Section 4.02 and repurchases all
Securities for which a Change in Control Purchase Notice shall be delivered and
not withdrawn.

          (j) There shall be no purchase of any Securities pursuant to this
Section 4.02 if there has occurred (prior to, on or after, as the case may be,
the giving, by the Holders of such Securities, of the required Change in Control
Purchase Notice) and is continuing an Event of Default (other than a default in
the payment of the Change in Control Purchase Price). The Paying Agent will
promptly return to the respective Holders thereof any Securities (x) with
respect to which a Change in Control Purchase Notice has been withdrawn in
compliance with this Indenture, or (y) held by it during the continuance of an
Event of Default (other than a default in the payment of the Change in Control
Purchase Price) in which case, upon such return, the Change in Control Purchase
Notice with respect thereto shall be deemed to have been withdrawn.

          SECTION 4.03. Effect of Change in Control Purchase Notice.

          (a) Upon receipt by the Paying Agent of the Change in Control Purchase
Notice specified in Section 4.02(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 in the following two
paragraphs) thereafter be entitled to receive solely the Change in Control
Purchase Price and any accrued and unpaid interest, with respect to such
Security. Such Change in Control Purchase Price and interest shall be paid to
such Holder, subject to receipt of funds by the Paying Agent, on or prior to the
third Business Day following the the Change in Control Purchase Date, with
respect to such Security (provided the conditions in Section 4.02 have been
satisfied). Securities in respect of which a Change in Control Purchase


                                       36

<PAGE>

Notice has been given by the Holder thereof may not be converted pursuant to
Article 11 hereof 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 as specified in the following two paragraphs.

          A Change in Control Purchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent in
accordance with the Change in Control Purchase Notice at any time prior to the
close of business on the Change in Control Purchase Date specifying:

               (i) the principal amount of the Securities being withdrawn, which
          shall be $1,000 or an integral multiple of $1,000;

               (ii) if certificated, the certificate number of the Securities
          being withdrawn, and if certificated Securities have not been issued,
          the notice must comply with appropriate Depositary procedures, and

               (iii) the principal amount, if any, of Securities that remain
          subject to the Change in Control Purchase Notice, if any.

          A written Notice of Withdrawal of a Change in Control Purchase Notice
may be in the form set forth in the preceding paragraph.

          The Paying Agent has no duty of responsibility to verify the accuracy
or compliance with such Notice of Withdrawal.

          SECTION 4.04. Deposit of Repurchase or Change in Control Purchase
Price.

          If the Paying Agent holds funds sufficient to pay the Repurchase Price
or the Change of Control Purchase Price of a Security for which a Repurchase
Notice or a Change in Control Purchase Notice has been delivered on the Business
Day following the Repurchase Date or Change in Control Purchase Date, as the
case may be, in accordance with the terms of this Indenture, then, immediately
after the Repurchase Date or Change in Control Purchase Date, as the case may
be, the Security will cease to be outstanding and interest will cease to accrue,
whether or not the Security is delivered to the Paying Agent. Thereafter, all
other rights of such Holders shall terminate, other than the right to receive
the Repurchase Price or Change of Control Purchase Price upon delivery of the
Security. This will be the case whether book-entry transfer of the notes is made
or whether the Securities are delivered to the Paying Agent.

          SECTION 4.05. Securities Purchased in Part.

          Any Security which is to be purchased only in part shall be
surrendered at the office of the Paying Agent (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing) and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, a new Security or Securities, of any
authorized denomination as


                                       37

<PAGE>

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 which is
not purchased.

          SECTION 4.06. Repayment to the Company.

          The Trustee and the Paying Agent shall return to the Company upon
written request any money or Securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years,
subject to applicable unclaimed property laws, together with interest thereon
(subject to the provisions of Section 8.01(f)), held by them for the payment of
a Repurchase Price or Change in Control Purchase Price; provided, however, that
to the extent that the aggregate amount of cash deposited by the Company
pursuant to Section 4.03 exceeds the aggregate Repurchase Price or Change in
Control Purchase Price with respect to, the Securities or portions thereof which
the Company is obligated to purchase as of the Repurchase Date or Change in
Control Purchase Date, whether as a result of withdrawal or otherwise, then
promptly after the Business Day following the Repurchase Price or Change in
Control Purchase Date, the Trustee shall return any such excess to the Company
together with interest thereon (subject to the provisions of Section 7.01(f)).

          After return to the Company, Holders entitled to the money or
Securities must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

                                    ARTICLE 5

                                    COVENANTS

          SECTION 5.01. Payment of Securities.

          The Company shall promptly make all payments of principal of, premium,
if any, and interest in respect of the Securities on the dates and in the manner
pursuant to this Indenture. All payments in respect of the Securities (including
the payment of the principal of, premium, if any and interest) shall be made by
wire transfer of immediately available funds to the accounts specified by the
Holder of the Securities.

          Any amounts to be given to the Trustee or Paying Agent, shall be
deposited with the Trustee or Paying Agent by 10:00 a.m., New York City time, by
the Company. Principal Amount, Purchase Price, Change in Control Purchase Price,
and interest, shall be considered paid on the applicable date due if on such
date (or, in the case of a Purchase Price or Change in Control Purchase Price,
on or prior to the third Business Day following the applicable Purchase Date or
Change in Control Purchase Date) the Trustee or the Paying Agent holds, in
accordance with this Indenture, money or securities, if permitted hereunder,
sufficient to pay all such amounts then due. All references in this indenture to
"interest" shall include Additional Interest, if any. The Company shall pay all
Additional Interest, if any, in the same manner on the dates set forth in the
Securities and in the amounts set forth in the Registration Rights Agreement.

          The Company shall, to the extent permitted by law, pay interest on
overdue amounts at the rate per annum set forth in paragraph 1 of the
Securities, compounded


                                       38

<PAGE>

semiannually, which interest shall accrue from the date such overdue amount was
originally due to the date payment of such amount, including interest thereon,
has been made or duly provided for.

          SECTION 5.02. SEC and Other Reports.

          The Company shall deliver to the Trustee, within 15 days after it
files such annual and quarterly reports, information, documents and other
reports with the SEC, copies of its annual report and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the
event the Company is at any time no longer subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, it shall continue to provide the
Trustee with reports containing substantially the same information as would have
been required to be filed with the SEC had the Company continued to have been
subject to such reporting requirements. In such event, such reports shall be
provided at the times the Company would have been required to provide reports
had it continued to have been subject to such reporting requirements. The
Company also shall comply with the other provisions of TIA Section 314(a).
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of the same shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

          SECTION 5.03. Compliance Certificate.

          The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company (beginning with the fiscal year ending on
December 31, 2006) an Officers' Certificate, stating whether or not to the
knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.

          SECTION 5.04. Further Instruments and Acts.

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

          SECTION 5.05. Maintenance of Office or Agency.

          The Company will maintain an office or agency of the Trustee,
Registrar, Paying Agent and Conversion Agent where Securities may be presented
or surrendered for payment, where Securities may be surrendered for registration
of transfer, exchange for other Securities, purchase or conversion for Common
Stock and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Trustee's office


                                       39

<PAGE>

specified in Section 12.02 shall initially be such office or agency for all of
the aforesaid purposes. The Company shall give prompt written notice to the
Trustee of the location, and of any change in the location, of any such office
or agency (other than a change in the location of the office of the Trustee). If
at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 12.02.

          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.

          SECTION 5.06. Tax Payments

          The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments and governmental
levies, except such as are contested in good faith and by appropriate
proceedings.

                                    ARTICLE 6

                              SUCCESSOR CORPORATION

          SECTION 6.01. When Company May Merge or Transfer Assets. The Company
shall not consolidate with or merge with or into any other person or sell,
lease, or otherwise transfer (in one transactions or series of transactions) all
or substantially all of its properties and assets to any person, unless:

          (a) Either (1) the Company shall be the continuing corporation or (2)
the person (if other than the Company) formed by such consolidation or into
which the Company is merged or the person which acquires by sale, lease or
transfer the properties and assets of the Company substantially as an entirety
shall be a corporation organized and validly existing under the laws of (x) the
United States of America, any State thereof or the District of Columbia, (y) any
member country of the European Union, or (z) any other country if the
organization and existence of the person formed by such consolidation in such
country not impair the rights of Holders;

          (b) such Person shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, all of the obligations of the Company under the Securities and this
Indenture; and

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

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


                                       40
<PAGE>

shall be deemed to be the transfer of all or substantially all of the properties
and assets of the Company.

          SECTION 6.02. Successor Corporation Substituted. Upon any
consolidation or merger, or any sale, lease, conveyance or other disposition of
all or substantially all of the assets of the Company in accordance with Section
5.01, the successor corporation formed by such consolidation or into or with
which the Company is merged or to which such sale, lease, conveyance or other
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such successor person has been named as the Company herein; provided,
however, that the predecessor Company in the case of a sale, conveyance or other
disposition (other than a lease) shall be released from all obligations and
covenants under this Indenture and the Securities.

                                    ARTICLE 7

                              DEFAULTS AND REMEDIES

          SECTION 7.01. Events of Default. An "Event of Default" occurs, with
respect to the Securities, if:

          (a) the Company defaults in the payment of the Principal Amount, a
Redemption Price, a Repurchase Price or a Change in Control Purchase Price with
respect to any Security when such becomes due and payable;

          (b) the payment of any interest due upon any Security when the same
becomes due and payable and continuance of such default for a period of 30 days;

          (c) the Company fails to deliver the Settlement Amount due in
accordance with the terms of such Security and this Indenture upon conversion of
the Securities, together with cash in respect of any fractional shares, upon
conversion of any Securities and such default continues for a period of five
days or more;

          (d) the Company fails to comply with any of its agreements, covenants
or warranties in the Securities or this Indenture (other than those referred to
in clauses (a) and (b) above) and such failure continues for 60 days after
receipt by the Company of a Notice of Default (as defined below);

          (e) the Company shall fail to (i) make any payment by the end of any
applicable grace period of Indebtedness in an amount in excess of $75,000,000
and continuance of such failure, or (ii) the acceleration of Indebtedness in an
amount in excess of $75,000,000 because of a default with respect to such
Indebtedness without such Indebtedness having been discharged or such
acceleration having been cured, waived, rescinded or annulled, in the case of
subclause (i) of this clause (e), for a period of 30 days after written notice
to us by the Trustee or to the Company and the Trustee by the Holders of not
less than 25% in aggregate Principal Amount of the Securities then outstanding;
provided, however, that if any such failure or acceleration referred to in (i)
or (ii) above shall cease or be cured, waived, rescinded or annulled, then the
Event of Default by reason thereof shall be deemed not to have occurred; or


                                       41

<PAGE>

          (f) a decree or order by a court having jurisdiction in the premises
shall have been entered adjudging the Company or any Significant Subsidiary as
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization of the company under any Bankruptcy Law, and such decree or order
shall have continued undischarged and unstayed for a period of 60 days; or a
decree or order of a court having jurisdiction in the premises for the
appointment of a receiver or liquidator or trustee or assignee in bankruptcy or
insolvency of the Company or of its property, or for the winding-up or
liquidation of its affairs, shall have been entered, and such decree or order
shall have remained in force undischarged and unstayed for a period of 60 days;
and

          (g) the Company or any Significant Subsidiary shall institute
proceedings to be adjudicated a voluntary bankrupt, or shall consent to the
filing of a bankruptcy proceeding against it, or shall file a petition or answer
or consent seeking reorganization under any Bankruptcy Law, or shall consent to
the filing of any such petition, or shall consent to the appointment of a
receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it
or of its property or shall make an assignment for the benefit of creditors, or
shall admit in writing its inability to pay its debts generally as they become
due.

          A Default under clause (d) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of not less than a majority in
aggregate Principal Amount of the Outstanding Securities notify the Company and
the Trustee, of the Default and the Company does not cure such Default within 60
days after receipt of such notice. Any such notice must specify the Default,
demand that it be remedied and state that such notice is a "Notice of Default."

          SECTION 7.02. Acceleration.

          If an Event of Default with respect to the Securities (other than an
Event of Default specified in Section 7.01(f) or (g)) occurs and is continuing,
the Trustee by notice to the Company, or the Holders of at least 25% in
aggregate Principal Amount of the Outstanding Securities, by notice to the
Company and the Trustee, may declare the Principal Amount of the Securities,
plus all accrued and unpaid interest through, but excluding, the date of such
declaration, to be immediately due and payable. Upon such a declaration, such
Principal (or portion thereof), plus all accrued and unpaid interest through,
but excluding, the date of such declaration, shall be due and payable
immediately. If an Event of Default specified in Section 7.01(f) or (g) occurs
and is continuing, the Principal (or portion thereof), plus all accrued and
unpaid interest through, but excluding, the date of such declaration, on all the
Securities shall 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 aggregate Principal Amount of the Outstanding
Securities by notice to the Trustee (and without notice to any other
Securityholder) may rescind such acceleration and its consequences if the
rescission would not conflict with any judgment or decree; and all existing
Events of Default with respect to the Securities, have been cured or waived
except nonpayment of the Principal (or portion thereof) and accrued and unpaid
interest of Securities that has become due solely as a result of such
acceleration and if all amounts due to the Trustee under Section 8.07 have been
paid. No such rescission shall affect any subsequent Default or impair any right
consequent thereto.


                                       42

<PAGE>

          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 the whole amount then due
and payable on the Securities for Principal and interest, with interest upon the
overdue Principal and, to the extent that payment of such interest shall be
legally enforceable, upon overdue installments of interest from the date such
interest was due, at the rate or rates prescribed therefor in such Securities
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including amounts due the Trustee under
Section 8.07 or (b) enforce the performance of any provision of the Securities
or this Indenture.

          The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Securities or does not produce any of the Securities in the
proceeding. A delay or omission by the Trustee or any Holder in exercising any
right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in, the Event of Default. No
remedy is exclusive of any other remedy. All available remedies are cumulative.

          SECTION 7.04. Waiver of Past Defaults.

          The Holders of a majority in aggregate Principal Amount of the
Outstanding Securities, by notice to the Trustee (and without notice to any
other Holder), may on behalf of the Holders of all the Securities waive an
existing Default and its consequences except (1) an Event of Default described
in Section 7.01(a) or (2) a Default in respect of a provision that under Section
10.02 cannot be amended without the consent of the Holder of each outstanding
Security. 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 aggregate 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 with respect to the Securities. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines in good faith is unduly prejudicial to
the rights of other Holder or would involve the Trustee in personal liability.

          SECTION 7.06. Limitation on Suits.

          A Holder of any Security may not pursue any remedy with respect to
this Indenture or the Security unless:

          (a) the Holder gives to the Trustee written notice stating that an
Event of Default with respect to the Securities is continuing;

          (b) the Holders of at least a majority in aggregate Principal Amount
of the Outstanding Securities make a written request to the Trustee to pursue
the remedy;


                                       43

<PAGE>

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

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

          (e) the Holders of a majority in aggregate Principal Amount of the
outstanding Securities do not give the Trustee a direction inconsistent with
such request during such 60-day period.

          A Holder may not use this Indenture to prejudice the rights of any
other Holder or to obtain a preference or priority over any other Holder.

          SECTION 7.07. Rights of Holders to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right,
which is absolute and unconditional, of any Holder of any Security to receive
payment of the Principal of and interest on such Security on the Maturity Date
(or, in the case of redemption, on the Redemption Date) held by such Holder, on
or after the respective due dates expressed in the Securities or any Redemption
Date, or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected adversely without the
consent of each such Holder.

          SECTION 7.08. Collection Suit by Trustee.

          If an Event of Default described in Section 7.01(a) with respect to
Securities 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
owing with respect to such Securities and the amounts provided for in Section
7.07.

          SECTION 7.09. Trustee May File Proofs of Claim.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the Principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue Principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

          (a) to file and prove a claim for the whole amount of Principal and
interest owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and any other
amount due the Trustee under Section 8.07) and of the Holders allowed in such
judicial proceeding, and


                                       44

<PAGE>

          (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

          (c) and any Custodian, receiver, assignee, trustee, liquidator,
sequestrator or similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 8.07.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

          SECTION 7.10. Priorities.

          If the Trustee collects any money pursuant to this Article 7, it shall
pay out the money in the following order and, in case of the distribution of
such money on account of Principal or interest, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

          FIRST: to the Trustee for amounts due under Section 8.07;

          SECOND: to Holders for amounts due and unpaid for the Principal and
interest on the Securities in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for Principal and
interest; and

          THIRD: the balance, if any, to the Company.

          The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 7.10. At least 15 days before such record date,
the Company shall mail to each Holder and the Trustee 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 (other than the Trustee) of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
the suit (other than the Trustee), having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 7.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
7.07 or a suit by Holders of more than 10% in aggregate Principal Amount of the
Securities at the time outstanding. This Section 7.11 shall be in lieu of
Section


                                       45

<PAGE>

315(e) of the TIA and such Section 315(e) is hereby expressly excluded from this
Indenture, as permitted by the TIA.

          SECTION 7.12. Waiver of Stay, Extension or Usury Laws.

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury or
other law wherever enacted, now or at any time hereafter in force, which would
prohibit or forgive the Company from paying all or any portion of the Principal
Amount, Change in Control Purchase Price and interest in respect of Securities,
or any interest on such amounts, as contemplated herein, or which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                    ARTICLE 8

                                     TRUSTEE

          SECTION 8.01. Duties of Trustee.

          (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in its 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:

               (i) the Trustee need perform only those duties that are
          specifically set forth in this Indenture and no others and no implied
          covenants or obligations shall be read into this Indenture against the
          Trustee; and

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

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

               (i) this paragraph (c) does not limit the effect of paragraph (b)
          of this Section 8.01;


                                       46

<PAGE>

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

               (iii) the Trustee shall not be liable with respect to any action
          it takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Section 8.05.

          (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 8.01.

          (e) The Trustee may refuse to perform any duty or exercise any right
or power or extend or risk its own funds or otherwise incur any financial
liability unless it receives indemnity satisfactory to it against any loss,
liability or expense.

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

          SECTION 8.02. Rights of Trustee.

          (a) The Trustee may 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 action it takes or omits to take in good faith in reliance on such
Officers' Certificate or Opinion of Counsel.

          (c) The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.

          (d) Subject to the provisions of 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.

          SECTION 8.03. Individual Rights of Trustee etc. 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 or
co-registrar or any other agent of the Company may do the same with like rights.
However the Trustee must comply with Sections 8.10 and 8.11.

          SECTION 8.04. Trustee's Disclaimer. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities. The Trustee shall not be accountable for the Company's use of the
proceeds from the Securities and, shall not be responsible for any statement in
the registration statement for the Securities under the Securities Act, or in
the Indenture or the Securities (other than its certificate of authentication)
or for the determination as to which beneficial owners are entitled to receive
any notices hereunder.


                                       47

<PAGE>

          SECTION 8.05. Notice of Defaults. If a Default with respect to the
Securities occurs and is continuing and if it is known to the Trustee, the
Trustee shall give to each Holder notice of such Default in the manner set forth
in TIA Section 315(b) within 90 days after it occurs. Except in the case of a
Default described in Section 7.01(a) with respect to any Security, 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 the
Holders.

          SECTION 8.06. Reports by Trustee to Holders. Within 60 days after each
May 15 beginning with the May 15 following the date of this Indenture, the
Trustee shall mail to each Holder a brief report dated as of such May 15 that
complies with TIA Section 313(a). The Trustee also shall comply with TIA Section
313(b) and (c).

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

          SECTION 8.07. Compensation and Indemnity. The Company agrees:

          (a) to pay to the Trustee from time to time reasonable compensation
for all services rendered by it hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust);

          (b) to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses, advances and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

          (c) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

          To secure the Company's payment obligations in this Section 8.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay the Principal of
or interest on any Security.

          The Company's payment obligations pursuant to this Section 8.07 shall
survive the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of a Default specified in Section 7.01(3) or (4), the expenses
are intended to constitute expenses of administration under any Bankruptcy Law.

          SECTION 8.08. Replacement of Trustee. The Trustee may resign by so
notifying the Company; provided, however, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
8.08. The Holders of a majority in aggregate Principal Amount of the Outstanding
Securities may remove the Trustee


                                       48

<PAGE>

by so notifying the Trustee and may appoint a successor Trustee. The Company
shall remove the Trustee if:

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

          (b) the Trustee is adjudged bankrupt or insolvent;

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

or

          (d) the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint, by
resolution of its Board of Directors, a successor Trustee.

          Every 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 Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 8.07.

          If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in aggregate Principal Amount of the Outstanding
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 Holder of a
Security may petition any court of competent jurisdiction for the removal of
such Trustee and the appointment of a successor 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, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

          SECTION 8.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a)(1), (2) and (5). 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), including the optional provision permitted by
the second sentence of TIA Section 310(b)(9). In determining whether the Trustee
has conflicting interests as defined in TIA Section 310(b)(1), the provisions
contained in the proviso to TIA Section 310(b)(1) shall be deemed incorporated
herein.

          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


                                       49

<PAGE>

Section 311(b). A Trustee who has resigned or been removed shall be subject to
TIA Section 311(a) to the extent indicated therein.

                                    ARTICLE 9

                             DISCHARGE OF INDENTURE

          SECTION 9.01. Satisfaction and Discharge of Indenture.

          This Indenture shall upon Company Order cease to be of further effect
(except as hereinafter provided in this Section 9.01), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

          (a) either

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

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

                    (A) have become due and payable, whether at Maturity or upon
               any Redemption Date, Conversion Date, Purchase Date or Change in
               Control Purchase Date or upon conversion or otherwise; or

                    (B) and the Company has irrevocably deposited or caused to
               be deposited with the Trustee as cash trust funds or, if
               expressly permitted by the terms of the Securities, Common Stock
               in trust an amount sufficient for the purpose of paying and
               discharging the entire indebtedness on such Securities not
               theretofore delivered to the Trustee for cancellation, for
               Principal Amount, the Redemption Price, Purchase Price, or Change
               in Control Purchase Price and interest to the date of such
               deposit (in the case of Securities which have become due and
               payable on or prior to the date of such deposit) or to the
               Maturity or Redemption Date, as the case may be;

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

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

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 8.07, and, if money
shall have been deposited with


                                       50

<PAGE>

the Trustee pursuant to clause (a) of this Section, the provisions of Sections
2.04, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive.

          SECTION 9.02. Application Of Trust Funds; Indemnification.

          Subject to the provisions of Section 9.03, all money deposited with
the Trustee pursuant to Section 9.01 shall be held in trust and applied by it,
in accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (other than the Company
acting as its own Paying Agent) as the Trustee may determine, to the persons
entitled thereto, of the amount for whose payment such money has been deposited
with or received by the Trustee.

          SECTION 9.03 Repayment to the Company. The Trustee and the Paying
Agent shall return to the Company on Company Request any money held by them for
the payment of any amount with respect to the Securities that remains unclaimed
for two years; provided, however, that the Trustee or such Paying Agent, before
being required to make any such return, may at the expense and direction of the
Company cause to be published once in an Authorized Newspaper or mail to each
such Holder notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication or mailing, any unclaimed money then remaining will be returned to
the Company. After return to the Company, Holders entitled to the money must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person.

                                   ARTICLE 10

                             SUPPLEMENTAL INDENTURES

          SECTION 10.01. Supplemental Indentures without Consent of Holders.
Without the consent of any Holders, the Company and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following purposes:

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

          (b) provide for the assumption by a successor corporation of the
Company's obligations under this Indenture;

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

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

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


                                       51

<PAGE>

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

     No amendment to cure any ambiguity, defect or inconsistency in this
Indenture will be deemed to adversely affect the interests of the Holders.

          SECTION 10.02. Supplemental Indentures with Consent of Holders. With
the written consent of the Holders of at least a majority in aggregate Principal
Amount of the Outstanding Securities, the Company and the Trustee may amend this
Indenture or the Securities or may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders; provided, however, that no
such amendment or supplemental indenture shall, without the consent of each
Holder of Outstanding Securities:

          (a) reduce the Principal Amount, reduce the rate or change the time of
payment of interest on any Security, Redemption Price, Purchase Price or Change
in Control Purchase Price with respect to any Security, or extend the Maturity
Date of any Security or mane any Security payable in money or securities other
than stated in the Securities;

          (b) make any reduction in the principal amount of Securities whose
Holders must consent to an amendment or any waiver under this Indenture or
modify this Indenture provisions relating to such amendments or waivers;

          (c) make any change that adversely affects the right to convert any
Security or the right to require the Company to purchase a Security;

          (d) impair the right to institute suit for enforcement of any payment
with respect to, or conversion of, the Securities; or

          (e) make any amounts payable with respect to the Securities payable in
currency other than that stated in the Securities.

          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 or
supplemental indenture, but it shall be sufficient if such consent approves the
substance thereof.

          After an amendment or supplemental Indenture under this Section 10.02
becomes effective, the Company shall mail to each Holder a notice briefly
describing the amendment.

          SECTION 10.03. Compliance with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall comply with the TIA as then in
effect.

          SECTION 10.04. Revocation and Effect of Consents, Waivers and Actions.
Until an amendment or waiver becomes effective, a consent to it or any other
action by a Holder is a continuing consent by the Holder and every subsequent
Holder of that Security or portion of that Security that evidences the same
obligation as the consenting Holder's Security, even if notation of the consent,
waiver or action is not made on the Security. However, any such Holder


                                       52

<PAGE>

or subsequent Holder may revoke the consent, waiver or action as to such
Holder's Security or portion of the Security if the Trustee receives the notice
of revocation before the Company or an agent of the Company certifies to the
Trustee that the consent of the requisite aggregate Principal Amount of the
Securities has been obtained. After an amendment, waiver or action becomes
effective, it shall bind every Holder.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment or
waiver with respect to the Securities. If a record date is fixed, then
notwithstanding the first two sentences of the immediately preceding paragraph,
those persons who were Holders at such record date (or their duly designated
proxies), and only those persons, shall be entitled to revoke any consent
previously given, whether or not such persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 90 days
after such record date.

          SECTION 10.05. Notation on or Exchange of Securities. Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

          SECTION 10.06. Trustee to Sign Supplemental, Indentures. The Trustee
shall sign any supplemental indenture 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 such amendment the Trustee shall be entitled to receive, and (subject
to the provisions of Section 8.01) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that such amendment is
authorized or permitted by this Indenture.

          SECTION 10.07. Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

                                   ARTICLE 11

                                   CONVERSION

          SECTION 11.01. Conversion Privilege.

          (a) Subject to the conditions described in this Section 11.01, and
upon compliance with the provisions of this Article 11, a Holder shall have the
right, at such Holder's option, to convert all or any portion (if the portion to
be converted is $1,000 principal amount or an integral multiple thereof) of such
Security at any time if one or more of the following conditions for conversion
are satisfied:


                                       53

<PAGE>

          (i) if the Sale Price for at least 20 Trading Days in a period of 30
consecutive Trading Days ending on the last Trading Day of the immediately
preceding fiscal quarter of the Company exceeds 120% of the Conversion Price on
the last day of such preceding fiscal quarter (the "Conversion Trigger Price")
then the Holders may surrender their Securities for conversion in accordance
with this Article 11 during and only during the fiscal quarter immediately
following the fiscal quarter in which the Sale Price so exceeded the Conversion
Trigger Price;

          (ii) the Company calls the Securities for redemption pursuant to and
in accordance with Article 3, a Holder may surrender Securities for conversion
from the date of the Notice of Redemption until the close of business on the
second Business Day prior to the Redemption Date; or

          (iii) In the event that the Company:

          (1) elects to distribute to all holders of Common Stock rights
entitling them to purchase, for a period expiring within 60 days after the
record date for such distribution, Common Stock at less than the average Sale
Price for the five consecutive Trading Days ending on the date immediately
preceding the record date for such distribution; or

          (2) elects to distribute to all holders of Common Stock cash, debt
securities (or other evidence of Indebtedness) or other assets (excluding
dividends or distributions described in Sections 11.07(a) and (b)), which
distribution has a per share value as determined by the Company's Board of
Directors exceeding 15% of the average Sale Prices for the five consecutive
Trading Days ending on the date immediately preceding the record date for such
distribution, or

          (3) is a party to a Change in Control, or, upon an event that would
have been such a Change in Control but for the existence of one of the
exceptions set forth in the last paragraph of Section 4.02(a) of the Indenture;
a Holder may surrender Securities for conversion at any time from and after the
date which is 15 days prior to the anticipated effective time of the Change of
Control transaction until 15 days after the actual effective date of such Change
of Control transaction (or, if such transaction also constitutes a Change in
Control, until the Change in Control Purchase Date). After the effective time of
the transaction, settlement of the Conversion Value will be based on the kind
and amount of cash, securities or other assets of the Company or another Person
that a holder of Common Stock received in such transaction (or, if such
transaction provides for the holders of Common Stock the right to receive more
than a single type of consideration determined based in part upon any form of
stockholder election, the weighted average of the types and amounts of
consideration received by the holders of Common Stock); provided that, for the
avoidance of doubt, the Conversion Value will be paid in cash and at the
Company's election, cash, Common Stock or a combination of cash and Common Stock
in accordance with the terms of the Indenture. The Company will notify Holders
and the Trustee as promptly as practicable following the date the Company
publicly announces such transaction (but in no event less than 20 days prior to
the anticipated effective date of such transaction).

          (b) If the Company makes a distribution described in Section
11.01(a)(iii)(1) or Section 11.01(a)(iii)(2) the Company must notify Holders at
least 20 days prior to the Ex-Dividend Date for such distribution ("Distribution
Notice"). Once the Company has given a Distribution Notice, Holders may
surrender their Securities for conversion at any time until (x)


                                       54

<PAGE>

the earlier of the close of business (x) on the Business Day prior to the
Ex-Dividend Date or (y) the Company's announcement that such distribution will
not take place, even if the Securities are not convertible at that time. No
adjustment to Conversion Rate or the ability of Holders to convert will be made
if Holders are entitled to participate in the distribution without conversion.

          (c) A Security for which a Holder has delivered a Repurchase Notice or
a Change in Control Purchase Notice requiring the Company to purchase the
Security may be converted only if such Repurchase Notice or Change in Control
Purchase Notice is withdrawn in accordance with Section 4.01. The Company may
not become party to any such transaction unless its terms are consistent with
the foregoing.

          (d) Notwithstanding anything in this Section 11.01, Securities will
not become convertible by reason of a merger, consolidation or other transaction
effected with one of the Company's Subsidiaries for the purpose of changing the
Company's state of incorporation to any other state within the United States or
District of Columbia.

          (e) Holders may surrender their Securities for conversion at any time
on or after February 1, 2026 until the close of business on the day immediately
preceding the Maturity Date.

          (f) At any time when conversion of Securities is allowed in accordance
with this Indenture, if a Holder surrenders its Securities for conversion, such
holder will receive, in respect of each $1,000 of Principal Amount into the
Conversion Value which shall be paid as follows:

          (i) Cash in an amount equal to the lesser of (A) $1,000 and (B) the
     Conversion Value (the "Required Cash Amount"); and

          (ii) If the Conversion Value is greater than $1,000, at the option of
     the Company, a number of shares of Common Stock, equal to the sum of the
     Daily Share Amounts for each of the 20 consecutive Trading Days in the
     Conversion Reference Period (the "Net Share Amount"), subject to the right
     of the Company to deliver cash in lieu of all or a portion of such Net
     Share Amount.

     (f) The Initial Conversion Rate is subject to adjustment in certain events
described in Section 11.07.

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

     (h) On any day prior to the date that is three Business Days following the
receipt of a Holder's Notice of Conversion (the "Cash Settlement Notice
Period"), the Company may specify an amount of the Net Share Amount that will be
settled in cash (which must be expressed either as 100% of the Net Share Amount
or as a fixed dollar amount) ("Cash Settlement Amount") and will notify the
Holder of such Cash Settlement Amount through written notice to the Trustee
("Cash Settlement Notice"). If the Company timely elects to pay cash for any
portion of the Net Share Amount, a Holder may retract his or her Notice of
Conversion at any time during the two Business Day period immediately following
the Cash Settlement Notice Period (the "Conversion Retraction Period"). If the
Company does not make such an election, no retraction can be made


                                       55

<PAGE>

and the Notice of Conversion shall be irrevocable. If the Company does not
specify a Cash Settlement Amount for each Trading Day in the applicable
Conversion Reference Period, the Company must settle 100% of the Daily Share
Amount for each Trading Day in the applicable Conversion Reference Period with
shares of Common Stock; provided, however, that the Company will pay cash in
lieu of fractional shares as described below. The Company may, at its option,
revoke any Cash Settlement Notice by notifying the Trustee, provided that the
Company revoke such notice prior to the start of the applicable Conversion
Reference Period. At any time, the Company may irrevocably elect to deliver
shares of Common Stock to satisfy all future Net Share Amount payments upon all
subsequent conversions of Securities, terminating its right to deliver cash in
payment of future Net Share Amounts.

     (i) The cash and any shares of Common Stock due upon conversion of the
notes ("Settlement Amount") will be delivered through the Conversion Agent as
promptly as practicable following the end of the Conversion Reference Period
applicable to the Securities being converted.

     (j) The ability to surrender Securities for conversion will expire at the
close of business on the Business Day immediately preceding the Maturity Date.

     In the event that the Ex-Dividend Time (or in the case of a subdivision,
combination or reclassification, the effective date with respect thereto) with
respect to a dividend, subdivision, combination or reclassification to which
Section 11.07 applies occurs during the period applicable for calculating
Average Closing Price pursuant to the definition in the preceding sentence, the
Average Closing Price shall be calculated for such period in a manner determined
by the Board of Directors to reflect the impact of such dividend, subdivision,
combination or reclassification on the Closing Price of the Common Stock during
such period.

     (k) The Company will determine at the beginning of each fiscal quarter
commencing at any time after April 12, 2006, whether the Securities are
convertible as a result of the price of the Common Stock satisfying the
conditions in Section 11.01(a)(i) and notify the Conversion Agent and the
Trustee.

     (l) All calculations and determinations required by this Article 11 shall
be made by the Company pursuant to an Officer's Certificate delivered to the
Trustee.

          SECTION 11.02. Conversion Procedure.

          (a) To convert a Security that is represented by a Global Security, a
Holder must convert by book-entry transfer to the Conversion Agent through the
facilities of the DTC. The Trustee shall, within one Business Day upon receipt
of a Holder's conversion by book-entry transfer, provide notice to the Company,
as set forth in Section 11.02(b).

          (b) To convert a Security that is represented by a Certificated
Security, a Holder must (1) complete and manually sign the conversion notice a
form of which is on Exhibit C to this Indenture, the Form of Reverse Side of
Security, (or complete and manually sign a facsimile of such notice) and deliver
such notice to the Conversion Agent, (2) surrender the Security to the
Conversion Agent, (3) furnish appropriate endorsements and transfer documents if
required by


                                       56

<PAGE>

the Conversion Agent, the Company or the Trustee and (4) pay any transfer or
similar tax, if required.

          (c) The person in whose name the certificate representing any shares
is registered shall be treated as a stockholder of record on and after the date
a Security is surrendered and the shares of Common Stock issuable upon
conversion of a Note are delivered (the "Settlement Date"); provided, however,
that no surrender of a Security on any date when the stock transfer books of the
Company shall be closed shall be effective to constitute the person or persons
entitled to receive the Net Share Amount upon such conversion as the record
holder or holders of such shares of Common Stock on such date, but such
surrender shall be effective to constitute the person or persons entitled to
receive such shares of Common Stock as the record holder or holders thereof for
all purposes at the close of business on the next succeeding day on which such
stock transfer books are open; such conversion shall be at the Conversion Rate
in effect on the date that such Security shall have been surrendered for
conversion, as if the stock transfer books of the Company had not been closed.
Upon conversion of a Security, such person shall no longer be a Holder of such
Security.

          (d) The ability to surrender Securities for conversion will expire at
the close of business on the Business Day immediately preceding the Maturity
Date.

          (e) Holders of Securities at the close of business on a Regular Record
Date will receive payment of the interest payable on the corresponding Interest
Payment Date notwithstanding the conversion of such Securities at any time after
the close of business on the applicable Regular Record Date. Securities
surrendered for conversion by a Holder after the close of business on any
Regular Record Date but prior to the next Interest Payment Date must be
accompanied by payment of an amount equal to the interest payment that is due on
these Securities on that Interest Payment Date; provided, however, that no such
payment need be made (1) if the Company has specified a Redemption Date that is
after a Regular Record Date and on or prior to the next Interest Payment Date,
(2) if the Company has specified a Purchase Date following a Regular Record Date
and on or prior to the next Interest Payment Date, or (3) only to the extent of
overdue interest, of any overdue interest exists at the time of conversion with
respect to such Securities. The Company will not be required to convert any
Securities that are surrendered for conversion without payment of interest as
required by this Article 11.

          (f) No payment or adjustment will be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article 11. Holders of Common Stock issued upon conversion will not be entitles
to receive any dividends payable to Holders of the Common Stock as of any
Regular Record Date before the close of business on the settlement date of the
conversion right. On conversion of a Security, accrued interest with respect to
the converted Security shall not be cancelled, extinguished or forfeited, but
rather shall be deemed to be paid in full to the Holder thereof through delivery
of the Required Cash Amount and Net Share Amount, if any (together with the cash
payment, if any, in lieu of fractional shares) in exchange for the Security
being converted pursuant to the provisions hereof.

          (g) If the Holder converts more than one Security at the same time,
the Required Cash Amount and Net Share Amount, if any (together with the cash
payment, if any, in lieu of fractional shares) shall be based on the total
Principal Amount of the Securities converted.


                                       57

<PAGE>

          (h) If the last day on which a Security may be converted is a Legal
Holiday, the Security may be surrendered on the next succeeding day that is not
a Legal Holiday.

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

          (j) Upon determining that the Holders are entitled to convert their
Securities in accordance with the provisions of this Indenture, the Company will
promptly (1) issue a press release and use its reasonable efforts to post such
information on its website or otherwise publicly disclose this information or
(2) provide notice to the Holders of the Securities in a manner contemplated by
this Indenture, including through the facilities of DTC.

          SECTION 11.03. Fractional Shares.

          A Holder of a Security otherwise entitled to a fractional share of
Common Stock will receive cash equal to such fraction multiplied by the average
of the Sale Price for each of the 20 consecutive trading days in the Conversion
Reference Period.

          SECTION 11.04. Effect of Conversion.

          The Company's delivery to the Holder of the Settlement Amount, will be
deemed:

          (a) to satisfy the Company's obligation to pay the Principal Amount of
the Security; and

          (b) to satisfy any obligation to pay all other amounts owed on the
Securities including accrued and unpaid interest, if any.

          Accrued and unpaid interest will be deemed paid in full rather than
canceled, extinguished or forfeited. The Company will not adjust the Conversion
Rate to account for accrued interest.

          SECTION 11.05. 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 any
shares of Common Stock upon the conversion. However, the Holder shall pay any
such tax which is due because the Holder requests the shares to be issued in a
name other than the Holder's name. The Conversion Agent may refuse to deliver
the certificates representing the Common Stock being issued in a name other than
the Holder's name until the Conversion Agent receives a sum sufficient to pay
any tax which will be due because the shares are to be delivered in a name other
than the Holder's name. Nothing herein shall preclude any party from complying
with any tax withholding required by law or regulations.

          SECTION 11.06. Company to Provide Stock.


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<PAGE>

          The Company shall, prior to issuance of any Securities under this
Article 11, 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 payment of the Net Share Amount, if applicable, upon
conversion of the Securities.

          All shares of Common Stock delivered upon payment of any Net Share
Amount, if applicable, upon conversion of the Securities shall be newly issued
shares or treasury shares, shall be duly and validly issued and fully paid and
nonassessable and shall be free from preemptive rights and free of any lien or
adverse claim.

          The Company will comply with all federal and state securities laws
regulating the offer and delivery of shares of Common Stock upon payment of any
Net Share Amount, if applicable, 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 in the over-the-counter market or such other market on
which the Common Stock is then listed or quoted.

          SECTION 11.07. Adjustment for Change In Capital Stock.

     The Conversion Rate will be adjusted in the event, after the Issue Date of
the Securities, the Company:

          (a) pays a dividend or makes a distribution on Common Stock payable in
shares of Common Stock, shares of other Capital Stock or Subsidiaries' Capital
Stock;

          (b) subdivides its shares of Common Stock;

          (c) combines its shares of Common Stock;

          (d) issues by reclassification of its Common Stock any shares of its
Capital Stock (other than rights, warrants or options for its Capital Stock);

          (e) makes a distribution to all holders of its Common Stock of certain
rights to purchase shares of its Common Stock for a period expiring within 60
days from the date of issuance of such rights at less than the average Sale
Price for the five consecutive trading days immediately preceding the
Ex-Dividend Date for such distribution;

          (f) makes distributions to all holders of Common Stock of the
Company's assets or debt securities or rights to purchase securities (excluding
cash dividends or other cash distributions from current or retained earnings,
those rights to purchase shares of Common Stock referred to in Section 11.07(e)
and any dividend or distribution referred to in Section 11.07(a) above);

          (f) makes a distributions to all holders of Common Stock (excluding
quarterly cash dividend on the Company's Common Stock to the extent that the
aggregate cash dividend per share of the Common Stock in and fiscal quarter does
not exceed $0.10 (the "Dividend Threshold Amount")); and


                                       59

<PAGE>

          (g) makes a distribution of its or its Subsidiaries' cash or other
consideration in respect of a tender offer or exchange offer for Common Stock,
where such cash and the value of any such other consideration per share of
Common Stock validly tendered or exchanged exceeds the Sale Price on the trading
day following the last date on which tenders or exchanges may be made pursuant
to the tender or exchange offer (in which case the adjustment will be made based
on the amount by which the consideration exceeds the Sale Price on such trading
day).

          For purposes of clause (f) above, the Dividend Threshold Amount is
subject to adjustment according to Section 11.09.

          In no event will the Conversion Rate be adjusted to the extent the
adjustment would reduce the Conversion Price below the par value per share of
Common Stock.

          The "Market Price" of the Common Stock as of any date means the
average of the Sale Prices for the 10 consecutive Trading Days ending on the
third Business Day (if the third Business Day prior to the applicable date is a
Trading Day or, if not, then on the last Trading Day) prior to such date,
appropriately adjusted to take into account the occurrence, during the period
commencing on the first of such Trading Days during such 10 Trading Days and
ending on such date, of certain events with respect to the Common Stock that
would result in an adjustment of the Conversion Rate.

          SECTION 11.08. Adjustment for Rights Issue.

          If, after the Issue Date of the Securities, the Company distributes
any rights, warrants or options to all holders of its Common Stock entitling
them, for a period expiring within 60 days after the record date for such
distribution, to purchase shares of Common Stock at a price per share less than
the Average Closing Price, the Conversion Rate shall be adjusted in accordance
with the formula:

                                              (O + N)
                                R' = R x ----------------
                                         (O + (N x P) /M)

          where:

          R' = the adjusted Conversion Rate.

          R = the current Conversion Rate.

          O = the number of shares of Common Stock outstanding on the record
date for the distribution to which this Section 11.07 is being applied.

          N = the number of additional shares of Common Stock offered pursuant
to the distribution.

          P = the offering price per share of the additional shares.

          M = the Average Closing Price, minus, in the case of (i) a
distribution to which Section 11.07(f) applies or (ii) a distribution to which
Section 11.08 applies, for which, in each case, (x) the record date shall occur
on or before the record date for the distribution to which this


                                       60
<PAGE>

Section 11.08 applies and (y) the Ex-Dividend Time shall occur on or after the
date of the first public announcement for the distribution to which this Section
11.08 applies, the fair market value (on the record date for the distribution to
which this Section 11.08 applies) of the

          (a) Capital Stock of the Company distributed in respect of each share
of Common Stock in such Section 11.07(f) distribution and

          (b) assets of the Company or debt securities or any rights, warrants
or options to purchase securities of the Company distributed in respect of each
share of Common Stock in such Section 11.08 distribution.

          The Board of Directors shall determine fair market values for the
purposes of this Section 11.08.

          The adjustment shall become effective the trading day immediately
prior to the date on which stockholders are no longer entitled to receive the
rights, warrants or options to which this Section 11.08 applies whether by
determination of a record date by the Company or by trading of "due bills"
containing such rights, warrants or options as required by the U.S. National
Securities Exchange or quotation market on which the Common Stock is traded. If
all of the shares of Common Stock subject to such rights, warrants or options
have not been issued when such rights, warrants or options expire, then the
Conversion Rate shall promptly be readjusted to the Conversion Rate that would
then be in effect had the adjustment upon the issuance of such rights, warrants
or options been made on the basis of the actual number of shares of Common Stock
issued upon the exercise of such rights, warrants or options.

          No adjustment shall be made under this Section 11.07 if the
application of the formula stated above in this Section 11.07 would result in a
value of R' that is equal to or less than the value of R.

          SECTION 11.09. Adjustment for Other Distributions.

          (a) If, after the Issue Date of the Securities, the Company
distributes to all holders of its Common Stock any of its assets (excluding
distributions of Capital Stock or equity interests referred to in Section
11.07(b)), or debt securities or any rights, warrants or options to purchase
securities of the Company (including securities or cash, but excluding (x)
distributions of Capital Stock referred to in Section 11.07 and distributions of
rights, warrants or options referred to in Section 11.08 and (y) cash dividends
or other cash distributions referred to in Section 11.09, the Conversion Rate
shall be adjusted, subject to the provisions of Section 11.09(c), in accordance
with the formula:

                                        R x M
                                   R' = -----
                                        M - F

          where:

          R' = the adjusted Conversion Rate.

          R = the current Conversion Rate.


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<PAGE>

          M = the Average Closing Price, minus, in the case of a distribution to
which Section 11.07(f) applies, for which (i) the record date shall occur on or
before the record date for the distribution to which this Section 11.08(a)
applies and (ii) the Ex-Dividend Time shall occur on or after the date of the
Time of Determination for the distribution to which this Section 11.09(a)
applies, the fair market value (on the record date for the distribution to which
this Section 11.09(a) applies) of any Capital Stock of the Company distributed
in respect of each share of Common Stock in such Section 11.07(f) distribution.

          F = the fair market value (on the record date for the distribution to
which this Section 11.09(a) applies) of the assets, securities, rights, warrants
or options to be distributed in respect of each share of Common Stock in the
distribution to which this Section 11.09(a) is being applied (including, in the
case of cash dividends or other cash distributions giving rise to an adjustment,
all such cash distributed concurrently).

          The Board of Directors shall determine fair market values for the
purposes of this Section 11.09(a).

          The adjustment shall become effective immediately after the date on
which the shareholders are no longer entitled to receive the distribution to
which this Section 11.09(a) applies whether by determination of a record date by
the Company or by trading of "due bills" containing such rights, warrants or
options as required by the U.S. National Securities Exchange or quotation market
on which the Common Stock is traded.

          (b) If, after the Issue Date of the Securities, the Company pays a
dividend or makes a distribution to all holders of its Common Stock consisting
of Capital Stock of any class or series, or similar equity interests, of or
relating to a Subsidiary or other business unit of the Company, then the
Conversion Rate shall be adjusted in accordance with the formula:

                               R' = R x (1 + F/M)

          R' = the adjusted Conversion Rate.

          R = the current Conversion Rate.

          M = the average of the Post-Distribution Prices of the Common Stock
for the 11 Trading Days commencing on and including the fifth Trading Day after
the date on which "ex-dividend trading" commences for such dividend or
distribution on the principal United States exchange or market which such
securities are then listed or quoted.

          F = the fair market value of the securities distributed in respect of
each share of Common Stock for which this Section 11.08(b) shall mean the number
of securities distributed in respect of each share of Common Stock multiplied by
the average of the Post-Distribution Prices of those securities distributed for
the 11 Trading Days commencing on and including the fifth Trading Day after the
date on which "ex-dividend trading" commences for such dividend or distribution
on the principal United States exchange or market which such securities are then
listed or quoted.


                                       62

<PAGE>

          "Post-Distribution Price" of Capital Stock or any similar equity
interest on any date means the closing per unit sale price (or, if no closing
sale price is reported, the average of the bid and ask prices or, if more than
one in either case, the average of the average bid and the average ask prices)
on such date for trading of such units on a "when issued" basis without due
bills (or similar concept) as reported in the composite transactions for the
principal United States securities exchange on which such Capital Stock or
equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated;
provided that if on any date such units have not traded on a "when issued"
basis, the Post-Distribution Price shall be the closing per unit sale price (or,
if no closing sale price is reported, the average of the bid and ask prices or,
if more than one in either case, the average of the average bid and the average
ask prices) on such date for trading of such units on a "regular way" basis
without due bills (or similar concept) as reported in the composite transactions
for the principal United States securities exchange on which such Capital Stock
or equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated. In
the absence of such quotation, the Company shall be entitled to determine the
Post-Distribution Price on the basis of such quotations which reflect the
post-distribution value of the Capital Stock or equity interests as it considers
appropriate.

          (c) In the event that, with respect to any distribution to which
Section 11.09(a) would otherwise apply, the difference "M-F" as defined in the
formula set forth in Section 11.09(a) is less than $1.00 or "F" is equal to or
greater than "M", then the adjustment provided by Section 11.09(a) shall not be
made and in lieu thereof the provisions of Section 11.16 shall apply to such
distribution.

          SECTION 11.10. Adjustment for Cash Dividends.

          (a) If, after the Issue Date of the Securities, the Company
distributes to all or substantially all holders of its Common Stock any cash
(excluding any dividend or distribution in connection with the liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary), the
Conversion Rate shall be adjusted, subject to the provisions of Section 11.09(b)
in accordance with the formula:

                                               M
                                   R' = R x -------
                                            (M - C)

          where,

          R' = the adjusted Conversion Rate;

          R = the Conversion Rate in effect immediately prior to the Time of
Determination;


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<PAGE>

          M = the average of the Closing Prices of the Common Stock for the five
consecutive Trading Days prior to the Trading Day immediately preceding the Time
of Determination; and

          C = the amount in cash per share the Company distributes to holders in
excess of the Dividend Threshold Amount (and for which no adjustment has been
made).

          SECTION 11.11. Adjustment for Tender Offer.

          If, after the Issue Date, the Company makes a payment of cash or other
consideration to holders of Common Stock in respect of a tender offer or
exchange offer, other than an odd-lot offer, for the Common Stock, and the value
of the sum of (i) the aggregate cash and other consideration paid for such
Common Stock, and (ii) the aggregate fair market value of any consideration paid
for the purchase of Common Stock in respect of a tender offer or exchange offer,
other than an odd-lot offer, within the twelve (12) months preceding the date of
purchase of such shares of Common Stock in respect of which no adjustment
pursuant to this Section 11.11 previously has been made, expressed as an amount
per share of Common Stock validly tendered or exchanged pursuant to such tender
offer or exchange offer, exceeds the Closing Price of the Common Stock on the
Trading Day immediately following the last time (the "Expiration Time") on which
tenders or exchanges may be made pursuant to the tender or exchange offer, then
the Conversion Rate shall be adjusted in accordance with the formula:

                                       F + (P x O)
                              R' = R x -----------
                                          O' x P

          where,

          R = the Conversion Rate in effect on the Expiration Time;

          R' = the Conversion Rate in effect immediately after the Expiration
Time;

          F = the fair market value (as determined by the Board of Directors) of
the aggregate value of all cash and any other consideration paid or payable for
shares of Common Stock validly tendered or exchanged and not withdrawn as of the
Expiration Time (the "Purchased Shares");

          O = the number of shares of Common Stock outstanding immediately after
the Expiration Time less any Purchased Shares;

          O' = the number of shares of Common Stock outstanding immediately
after the Expiration Time, including any Purchased Shares; and

          P = the Closing Price of the Common Stock on the Trading Day next
succeeding the Expiration Time.

          Such increase (if any) shall become effective immediately prior to the
opening of business on the day following the Expiration Time. In the event that
the Company is obligated to


                                       64

<PAGE>

purchase shares pursuant to any such tender offer, but the Company is prevented
by applicable law from effecting any such purchases or all such purchases are
rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate
that would then be in effect if such tender or exchange offer had not been made.
If the application of this Section 11.11 to any tender or exchange offer would
result in a decrease in the Conversion Rate, no adjustment shall be made for
such tender or exchange offer under this Section 11.11.

          SECTION 11.12. Adjustment to Conversion Rate Upon Change in Control
Transactions.

          If, after the Issue Date and prior to April 1, 2011, a Change in
Control occurs and a Holder elects to convert its Securities in connection with
such Change in Control, the Company will increase the Applicable Conversion Rate
for the Securities surrendered by conversion by a number of additional shares of
Common Stock (the "Make-Whole Shares"), as described in this Section 11.12. A
conversion of Securities will be deemed for the purposes of this Section 11.12
to be "in connection with" a Change in Control transaction if the notice of
conversion of the Securities is received by the Conversion Agent from and
including the date that is ten Trading Days prior to the anticipated effective
date of the Change in Control, up to and including the Trading Day prior to the
related purchase date.

          The number of Make-Whole Shares will be determined by reference to the
table below and is based on the date which such Change in Control transaction
becomes effective (the "Change in Control Effective Date") and the price (the
"Stock Price") paid per share of Common Stock in such Change in Control
transaction. If the holders of Common Stock receive only cash in the Change in
Control transaction, the Stock Price shall be the cash amount paid per share of
Common Stock. Otherwise, the Stock Price shall be the average of the closing
sale prices of the Common Stock on the ten consecutive Trading Days up to but
excluding the Change in Control Effective Date.

          The Stock Prices set forth in the first column of the table below will
be adjusted as of any date on which the Conversion Rate is adjusted. The
adjusted Stock Prices will equal the Stock Prices applicable immediately prior
to such adjustment, multiplied by a fraction, the numerator of which is the
Applicable Conversion Rate immediately prior to the adjustment giving rise to
the Stock Price adjustment and the denominator of which is the Applicable
Conversion Rate as so adjusted.

<TABLE>
<CAPTION>
                                                                     STOCK PRICE
                   ---------------------------------------------------------------------------------------------------------------
EFFECTIVE DATE     $105.55 $110.00 $115.00 $120.00 $126.66 $130.00 $140.00 $160.00 $180.00 $200.00 $225.00 $250.00 $275.00 $300.00
--------------     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S>                <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
April 12, 2006 ...   1.57    1.57    1.41    1.23    1.05    0.99    0.76    0.49    0.32    0.21    0.13    0.09    0.06    0.04
April 1, 2007 ....   1.57    1.57    1.41    1.25    1.03    0.95    0.73    0.43    0.26    0.16    0.09    0.06    0.03    0.02
April 1, 2008 ....   1.57    1.57    1.41    1.25    1.01    0.91    0.70    0.37    0.19    0.10    0.05    0.02    0.01    0.01
April 1, 2009 ....   1.57    1.57    1.49    1.29    1.08    0.94    0.71    0.28    0.00    0.00    0.00    0.00    0.00    0.00
April 1, 2010 ....   1.57    1.57    1.57    1.38    1.18    1.07    0.79    0.35    0.00    0.00    0.00    0.00    0.00    0.00
April 1, 2011 ....   1.57    1.57    1.54    1.39    1.22    0.00    0.00    0.00    0.00    0.00    0.00    0.00    0.00    0.00
</TABLE>

          If the exact Stock Prices and effective dates are not set forth in the
table, then: (i) if the Stock Price is between two Stock Price amounts in the
table or the effective date is between two dates in the table, the Make-Whole
Shares issued upon conversion of the Securities will be determined by a
straight-line interpolation between the number of Make-Whole Shares set forth
for the higher and lower Stock Price amounts and the two dates in the table,
based on a


                                       65

<PAGE>

365-day year, (ii) if the Stock Price exceeds $300.00 per share, subject to
adjustment as set forth herein, no Make-Whole Shares will be issued upon
conversion of the Securities; and (iii) if the Stock Price is less than $105.55
per share, subject to adjustment as set forth herein, no Make-Whole Shares will
be issued upon conversion of the Securities.

          SECTION 11.13. Adjustment to Conversion Rate After a Public Acquirer
Change in Control.

          Notwithstanding the provisions of Section 11.11, if, following the
Issue Date, a Change in Control constituting a Public Acquirer Change in Control
occurs, the Company may, in lieu of issuing additional shares of Common Stock
upon conversion, elect to adjust the Conversion Rate and the related conversion
obligation (the "Conversion Obligation") such that from and after the effective
date of such Public Acquirer Change in Control (the "Public Acquirer Change in
Control Effective Date"), Holders shall be entitled to convert their Securities
into a number of shares of Public Acquirer Common Stock, still subject to the
arrangements for payment upon conversion otherwise applicable pursuant to this
Article 11, by adjusting the Conversion Rate in effect immediately before the
Public Acquirer Change in Control by a fraction (i) the numerator of which will
be (a) in the case of a consolidation, merger or binding share exchange pursuant
to which the Common Stock is converted into cash, securities or other property,
the average value of all cash and any other consideration (as determined by the
Board of Directors of the Company) paid or payable per share of Common Stock or
(b) in the case of any other Public Acquirer Change in Control, the average Sale
Price for the 10 consecutive Trading Days prior to but excluding the Public
Acquirer Change in Control Effective Date; and (ii) the denominator of which
will be the average of the last reported sales prices of the Public Acquirer
Common Stock for the 10 consecutive Trading Days commencing on the Trading Day
next succeeding the Public Acquirer Change in Control Effective Date.

          A "Public Acquirer Change in Control" means a Change in Control in
which the acquirer has a class of common stock traded on a U.S. 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 (the "Public Acquirer Common Stock"). If an acquirer does not itself
have a class of common stock satisfying the foregoing requirement, it will be
deemed to have "public acquirer common stock" if a corporation that directly or
indirectly owns at least a majority of the acquirer has a class of common stock
satisfying the foregoing requirement, in such case, all references to public
acquirer common stock shall refer to such class of common stock. Majority owned
for these purposes means having "beneficial ownership" (as defined in Rule 13d-3
under the Exchange Act of more than 50% of the total voting power of all shares
of the respective entity's capital stock that are entitled to vote generally in
the election of directors.

          Upon a Public Acquirer Change in Control, at the election of the
Company, Holders may convert their Securities at the adjusted Conversion Rate
described in the second preceding paragraph in this Section 11.12 but shall not
be entitled to receive additional shares upon conversion as described herein.
The Company shall be required to notify Holders of its election in its notice to
holders of such Public Acquirer Change in Control pursuant to Section 3.01.


                                       66

<PAGE>

          Within 10 Trading Days prior to but not including the expected
effective date of a Change in Control that is also a Public Acquirer Change In
Control, the Company will provide to all Holders of the Securities and the
Trustee and Paying Agent a notification stating whether the Company will:

          (a) elect to adjust the Conversion Rate and related Conversion
Obligation, in which case the Holders will not have the right to receive
additional shares upon conversion, as described in Section 11.11; or

          (b) not elect to adjust the Conversion Rate and related Conversion
Obligation, in which case the Holders will have the right to convert Securities
and, if applicable, receive additional shares upon conversion as described above
described in Section 11.11.

          SECTION 11.14. When Adjustment May Be Deferred.

          No adjustment in the Conversion Rate will be required unless such
adjustment would require a change of at least 1% of the Conversion Rate then in
effect; provided that any adjustment that would otherwise be required to be made
shall be carried forward and taken into account in any subsequent adjustment.
Notwithstanding the foregoing, all such carried forward adjustments shall be
made at the time notice of redemption is mailed and thereafter any Conversion
Rate adjustment shall be made without regard to the 1% threshold described in
the preceding sentence.

          No adjustment need be made if Holders may participate in the
transaction (without exercising their conversion option) that would otherwise
give rise to such an adjustment. In cases where the fair market value of assets,
debt securities or certain rights, warrants or options to purchase our
securities distributed to stockholders (a) equals or exceeds the Market Price of
Common Stock, or (b) such Market Price exceeds the fair market value of such
assets, debt securities or rights, warrants or options so distributed by less
than $1.00, rather than being entitled to an adjustment in the Conversion Rate,
the Holder will be entitled to receive upon conversion, in addition to the
shares of Common Stock, the kind and amount of assets, debt securities or
rights, warrants or options comprising the distribution that such Holder would
have received if such Holder had converted such Holder's Securities immediately
prior to the Regular Record Date for determining the stockholders entitled to
receive the distribution.

          Notwithstanding the provisions of this Article 11, in no event will
the Conversion Rate exceed 7.8952 shares per $1,000 Principal Amount of the
Securities, as adjusted, other than on account of Sections 11.07, 11.08, 11.09,
11.11, 11.12 and 11.13.

          All calculations under this Article 11 shall be made to the nearest
cent or to the nearest 1/1,000th of a share, as the case may be (with one-half
cent and 5/10,000ths of a share being rounded upward).

          SECTION 11.15. When No Adjustment Required.

          (a) No adjustment need be made for a transaction referred to in
Section 11.07, 11.08, 11.09, 11.10, 11.11 or 11.19 if Securityholders are to
participate in the transaction on a basis and with notice that the Board of
Directors determines to be fair and appropriate in light of


                                       67

<PAGE>

the basis and notice on which holders of Common Stock participate in the
transaction. Such participation by Securityholders may include participation
upon conversion provided that an adjustment shall be made at such time as the
Securityholders are no longer entitled to participate.

          (b) No adjustment need be made for rights to purchase Common Stock
pursuant to a Company plan for reinvestment of dividends or interest.

          (c) No adjustment need be made for a change in the par value or no par
value of the Common Stock.

          (d) To the extent the Securities become convertible pursuant to this
Article 11 into cash, no adjustment need be made thereafter as to the cash.
Interest will not accrue on the cash.

          (e) Upon conversion of the Securities, the Holders of such Securities
will receive, to the extent that the Company delivers shares of Common Stock
upon such conversion, the rights related to such Common Stock pursuant to any
existing or future shareholder rights plan, whether or not such rights have
separated from the Common Stock at the time of such conversion. However, there
will not be any adjustment to the conversion privilege or Conversion Rate as a
result of:

               (i) the issuance of such rights;

               (ii) the distribution of separate certificates representing such
          rights;

               (iii) the exercise or redemption of such rights in accordance
          with any rights agreement; or

               (iv) the termination or invalidation of such rights.

          (f) Notwithstanding the foregoing, if a Holder of Securities
exercising its right of conversion after the distribution of rights pursuant to
any rights plan in effect at the time of such conversion is not entitled to
receive the rights that would otherwise be attributable (but for the date of
conversion) to the shares of Common Stock to be received upon such conversion,
if any, the Conversion Rate will be adjusted as though the rights were being
distributed to Holders of Common Stock on the date the rights become separable
from such stock. If such an adjustment is made and such rights are later
redeemed, invalidated or terminated, then a corresponding reversing adjustment
will be made to the conversion rate on an equitable basis.

          SECTION 11.16. Notice of Adjustment.

          Whenever the Conversion Rate is adjusted, the Company shall promptly
mail to Securityholders a notice of the adjustment. The Company shall file with
the Trustee and the Conversion Agent such notice and a certificate from the
Company's independent public accountants briefly stating the facts requiring the
adjustment and the manner of computing it. The certificate shall be conclusive
evidence that the adjustment is correct. Neither the Trustee nor any Conversion
Agent shall be under any duty or responsibility with respect to any such
certificate except to exhibit the same to any Holder desiring inspection
thereof.


                                       68

<PAGE>

          SECTION 11.17. Voluntary Increase.

          The Company from time to time may increase the Conversion Rate by any
amount for any period of time. Whenever the Conversion Rate is increased, the
Company shall mail to Securityholders and file with the Trustee and the
Conversion Agent a notice of the increase. The Company shall mail the notice at
least 15 days before the date the increased Conversion Rate takes effect. The
notice shall state the increased Conversion Rate and the period it will be in
effect.

          A voluntary increase of the Conversion Rate does not change or adjust
the Conversion Rate otherwise in effect for purposes of Section 11.07, 11.08,
11.09, 11.10, 11.11 or 11.12.

          SECTION 11.18. Notice of Certain Transactions.

          If:

          (a) the Company takes any action that would require an adjustment in
the Conversion Rate pursuant to Section 11.07, 11.08, 11.09, 11.10, 11.11 or
11.12 (unless no adjustment is to occur pursuant to Section 11.15); or

          (b) the Company takes any action that would require a supplemental
indenture pursuant to Section 11.19; or

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

          then the Company shall mail to Securityholders and file with the
Trustee and the Conversion Agent a notice stating the proposed record date for a
dividend or distribution or the proposed effective date of a subdivision,
combination, reclassification, consolidation, merger, binding share exchange,
transfer, liquidation or dissolution. The Company shall file and mail the notice
at least 15 days before such date. Failure to file or mail the notice or any
defect in it shall not affect the validity of the transaction.

          SECTION 11.19. Reorganization of Company; Special Distributions.

          If the Company is a party to a transaction subject to Section 5.01
(other than a sale of all or substantially all of the assets of the Company in a
transaction in which the holders of Common Stock immediately prior to such
transaction do not receive securities, cash or other assets of the Company or
any other person) or a merger or binding share exchange which reclassifies or
changes the outstanding Common Stock of the Company, the person obligated to
deliver securities, cash or other assets upon conversion of Securities shall
enter into a supplemental indenture. If the issuer of securities deliverable
upon conversion of Securities is an Affiliate of the successor Company, that
issuer shall join in the supplemental indenture.

          The supplemental indenture shall provide that after the effective time
of the transaction, settlement of the Net Share Amount will be based on the kind
and amount of cash, securities or other assets of the Company or another Person
that a holder of Common Stock received in such transaction (or, if such
transaction provides for the holders of Common Stock


                                       69

<PAGE>

the right to receive more than a single type of consideration determined based
in part upon any form of stockholder election, the weighted average of the types
and amounts of consideration received by the holders of Common Stock); provided
that, for the avoidance of doubt, the Conversion Value will be paid in cash and
at the Company's election, cash, common stock or a combination of cash and
common stock in accordance with the terms of this Article 11. The supplemental
indenture shall provide for adjustments which shall be as nearly equivalent as
may be practical to the adjustments provided for in this Article 11. The
successor Company shall mail to Securityholders a notice briefly describing the
supplemental indenture.

          If this Section applies, neither Section 11.07 nor 11.08 applies. If
the Company makes a distribution to all holders of its Common Stock of any of
its assets, or debt securities or any rights, warrants or options to purchase
securities of the Company that, but for the provisions of Section 11.09(c),
would otherwise result in an adjustment in the Conversion Rate pursuant to the
provisions of Section 11.09, then, from and after the record date for
determining the holders of Common Stock entitled to receive the distribution, a
Holder of a Security that converts such Security in accordance with the
provisions of this Indenture shall upon such conversion be entitled to receive,
in addition to the shares of Common Stock into which the Security is
convertible, the kind and amount of securities, cash or other assets comprising
the distribution that such Holder would have received if such Holder had
converted the Security immediately prior to the record date for determining the
holders of Common Stock entitled to receive the distribution.

          SECTION 11.20. Company Determination Final.

          Any determination that the Company or the Board of Directors must make
pursuant to Section 11.03, 11.07, 11.08, 11.09, 11.10, 11.11, 11.14, 11.15,
11.19 or 11.22 is conclusive.

          SECTION 11.21. Trustee's Adjustment Disclaimer.

          The Trustee has no duty to determine when an adjustment under this
Article 10 should be made, how it should be made or what it should be. The
Trustee has no duty to determine whether a supplemental indenture under Section
11.19 need be entered into or whether any provisions of any supplemental
indenture are correct. The Trustee shall not be accountable for and makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Securities. The Trustee shall not be responsible for the
Company's failure to comply with this Article 11. Each Conversion Agent and
Paying Agent shall have the same protection under this Section 11.21 as the
Trustee.

          SECTION 11.22. Simultaneous Adjustments.

          In the event that this Article 11 requires adjustments to the
Conversion Rate under more than one of Sections 11.07(4), 11.08, 11.09 or 11.10,
and the record dates for the distributions giving rise to such adjustments shall
occur on the same date, then such adjustments shall be made by applying, first,
the provisions of Section 11.07, second, the provisions of Section 11.09, third,
the provisions of Section 11.10 and, fourth, the provisions of 11.08.


                                       70

<PAGE>

          SECTION 11.23. Successive Adjustments.

          After an adjustment to the Conversion Rate under this Article 11, any
subsequent event requiring an adjustment under this Article 11 shall cause an
adjustment to the Conversion Rate as so adjusted.

          SECTION 11.24. Rights Issued in Respect of Common Stock Issued Upon
Conversion.

          Each share of Common Stock issued upon conversion of Securities
pursuant to this Article 11 shall be entitled to receive the appropriate number
of rights ("Rights"), if any, and the certificates representing the Common Stock
issued upon such conversion shall bear such legends, if any, in each case as may
be provided by the terms of the Company's Amended and Restated Rights Agreement,
dated as of December 12, 2000, between the Company and American Stock Transfer &
Trust Company, as Rights Agent, or any successor shareholder rights agreement
adopted by the Company, as the same may be amended form time to time (in each
case, a "Shareholders Rights Plan"). Provided that such Shareholders Rights Plan
requires that each share of Common Stock issued upon conversion of Securities
(or cash in lieu thereof) at any time prior to the distribution of separate
certificates representing the Rights be entitled to receive such Rights, then,
notwithstanding anything else to the contrary in this Article 10, there shall
not be any adjustment to the conversion privilege or Conversion Rate as a result
of the issuance of Rights, the distribution of separate certificates
representing the Rights, the exercise or redemption of such Rights in accordance
with any Shareholders Rights Plan, or the termination or invalidation of such
Rights.

          SECTION 11.25. Withholding Taxes for Adjustments in Conversion Rate.

          If the Company pays withholding taxes on behalf of a Holder as a
result of an adjustment to the Conversion Rate, the Company may, at its option,
set off such payments against payments of cash and Common Stock on the
Securities.

                                   ARTICLE 12

                               PAYMENT OF INTEREST

          SECTION 12.01. Interest Payments.

          Interest on any Security that is payable, and is punctually paid or
duly provided for, on any applicable Interest Payment Date shall be paid to the
person in whose name that Security is registered at the close of business on the
Regular Record Date or accrual date, as the case may be, for such interest at
the office or agency of the Company maintained for such purpose. Each
installment of interest payable in cash on any Security shall be paid in
same-day funds by transfer to an account maintained by the payee located inside
the United States, if the Trustee shall have received proper wire transfer
instructions from such payee not later than the related Regular Record Date or
accrual date, as the case may be, or, if no such instructions have been received
by check drawn on a bank in the City of New York mailed to the payee at its
address set forth on the Registrar's books. In the case of a permanent Global
Security, interest


                                       71

<PAGE>

payable on any applicable payment date will be paid to the Depositary, with
respect to that portion of such permanent Global Security held for its account
by Cede & Co. for the purpose of permitting such party to credit the interest
received by it in respect of such permanent Global Security to the accounts of
the beneficial owners thereof.

          SECTION 12.02. Defaulted Interest.

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

          (a) The Company may elect to make payment of any Defaulted Interest to
the persons in whose names the Securities are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Security and the date of the proposed payment (which shall not be less than
20 days after such notice is received by the Trustee), and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit on or prior to the
date of the proposed payment, such money when deposited to be held in trust for
the benefit of the persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a special record date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment (the
"Special Record Date"). The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Securities at his address as it appears on the list of Securityholders
maintained pursuant to Section 2.05 not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the persons in whose names the Securities are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).

          (b) The Company may make payment of any Defaulted Interest on the
Securities in any other lawful manner not inconsistent with the requirements of
any securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.


                                       72

<PAGE>

          SECTION 12.03. Interest Rights Preserved.

          Subject to the foregoing provisions of this Article 12 and Section
2.07, each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

                                   ARTICLE 13

                                  MISCELLANEOUS

          SECTION 13.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by the TIA, the required provision
shall control.

          SECTION 13.02. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail, postage prepaid,
addressed as follows:

          if to the Company: Allergan, Inc.
                             2525 Dupont Drive
                             Irvine, CA 92715-1599
                             Attention: Matthew J. Maletta, Esq.

          if to the Trustee: Wells Fargo Bank, National Association
                             707 Wilshire Blvd, 17th Floor
                             Los Angeles, CA 90017
                             Attn: Maddy Hall, Corporate Trust Services
                             Facsimile: 213-614-3355

          All notices and communications (other than those sent to Holders) will
be deemed to have been given: at the time delivered by hand, if personally
delivered and five Business Days after being deposited in the mail, postage
prepaid, if mailed.

          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 given to a Holder shall be mailed to such
Holder at the Holder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.

          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.


                                       73

<PAGE>

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

          If the Company mails a notice or communication to the Holders, it
shall mail a copy to the Trustee and the Agents.

          Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

          SECTION 13.03. Communication by Holders with Other Holders. Holders
may communicate pursuant to TIA Section 312(b) with other Holders with respect
to their rights under this Indenture or the Securities. The Company and the
Trustee, the Registrar or the Paying Agent, and anyone else, shall have the
protection of TIA Section 312(c).

          SECTION 13.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

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

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

          SECTION 13.05. Statements Required in Certificate or Opinion. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

          (a) a statement that each person making such Officers' Certificate or
Opinion of Counsel has read such covenant or condition;

          (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such Officers'
Certificate or Opinion of Counsel are based;

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

          (d) a statement that, in the opinion of such person, such covenant or
condition has been complied with.

          SECTION 13.06. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


                                       74

<PAGE>

          SECTION 13.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Holders. The
Agents may make reasonable rules for their functions.

          SECTION 13.08. Legal Holidays. A "Legal Holiday" is any day other than
a Business Day. If any specified date (including an Interest Payment Date,
Redemption Date or Maturity of any Security, or a date for giving notice) is a
Legal Holiday, then (notwithstanding any other provision of this Indenture or of
the Securities other than a provision which specifically states that such
provision shall apply in lieu of this Section) payment of interest or Principal
need not be made, or such other action need not be taken, on such date, but the
action shall be taken on the next succeeding day that is not a Legal Holiday
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Maturity or such other date and to the extent
applicable no interest, if any, shall accrue for the intervening period.

          SECTION 13.09. Governing Law. This Indenture and the Securities shall
be governed by and construed in accordance with the laws of the state of New
York, as applied to contracts made and performed within the state of New York,
without regard to principles of conflicts of law.

          SECTION 13.10. 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 Holder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Securities.

          SECTION 13.11. Successors. All agreements of the Company in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

          SECTION 13.12. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

          SECTION 13.13. Benefits of Indenture. Nothing in this Indenture or in
the Securities, express or implied, shall give to any person, other than the
parties hereto and their successors hereunder and the Holders, any benefits or
any legal or equitable right, remedy or claim under this Indenture.


                                       75

<PAGE>

          SECTION 13.14. 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.

                                        ALLERGAN, INC.


                                        By:  /s/ Jeffrey L. Edwards
                                            ------------------------------------
                                        Name: Jeffrey L. Edwards
                                              ----------------------------------
                                        Title:Executive Vice President,
                                              ---------------------------------
                                              Finance and Business Development,
                                              ---------------------------------
                                              Chief Financial Officer
                                              ---------------------------------


                                        Attest: /s/ Matthew J. Maletta
                                                --------------------------------
                                        Name:  Matthew J. Maletta
                                              ----------------------------------
                                        Title: Vice President, Assistant General
                                               ---------------------------------
                                               Counsel and Assistant Secretary
                                               ---------------------------------


                                        TRUSTEE

                                        By: WELLS FARGO BANK, NATIONAL
                                            ASSOCIATION
                                        By:  /s/ Maddy Hall
                                            ------------------------------------
                                        Name: Maddy Hall
                                              ----------------------------------
                                        Title: Assistant Vice President
                                               ---------------------------------


                                        Attest: /s/ Scott C. Emmons
                                                --------------------------------
                                        Name:  Scott C. Emmons
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------


                                       76

<PAGE>

                                    EXHIBIT A

                           [FORM OF FACE OF SECURITY]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.(1)

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.(1)

THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.(2)

BY ITS ACQUISITION HEREOF, THE HOLDER (1) AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH NOTE PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE
LAST ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
THIS SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN

----------
(1)  This paragraph should be included only if the Security is a Global
     Security.

(2)  This paragraph should be included only if the Security is a Restricted
     Security.


                                       A-1

<PAGE>

RELIANCE ON RULE 144A, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE AND DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATES AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY.(3)

----------
(3)  This paragraph should be included only if the Security is a Restricted
     Security.


                                      A-2

<PAGE>

                                 ALLERGAN, INC.
                     1.50% CONVERTIBLE SENIOR NOTE DUE 2026

No. S-1                                  CUSIP: __________
Issue Date: __________________
Principal Amount: ____________

          ALLERGAN, INC., a Delaware Corporation, promises to pay to Cede & Co.
or registered assigns, the Principal Amount of _______ ($____) on April 1, 2026.

          This Security shall bear cash interest at the rate of 1.50% per annum.
This Security is convertible as specified on the other side of this Security.

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

Dated:
       -------------

                                        ALLERGAN, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

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


By:
    ---------------------------------
    Authorized Officer


                                      A-3

<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]
                     1.50% CONVERTIBLE SENIOR NOTE DUE 2026

1. INTEREST

          This Security shall bear cash interest at the rate of 1.50% per annum.
Interest on this Security shall accrue from the Issue Date, or from the most
recent date to which interest has been paid or provided for. Interest shall be
payable semiannually in arrears on April 1 and October 1 of each year, beginning
on October 1, 2006, to the holders of record of Securities at the close of
business on the March 15 or September 15 immediately preceding such Interest
Payment Date. Each payment of cash interest on this Security shall include
interest accrued for the period commencing on and including the immediately
preceding Interest Payment Date (or, if none, the scheduled original Issue Date)
through the day before the applicable Interest Payment Date or purchase date.
Any payment required to be made on any day that is not a Business Day shall be
made on the next succeeding Business Day. Interest shall be calculated using a
360-day year composed of twelve 30-day months. Interest shall cease to accrue on
this Security upon its Maturity, conversion or purchase by the Company at the
option of the Holder upon a Change in Control in accordance with paragraph 5
hereof.

          If the Principal Amount hereof or any portion of such Principal Amount
is not paid when due (whether upon acceleration pursuant to Section 7.02 of the
Indenture, upon the date set for payment of the Change in Control Purchase Price
pursuant to paragraph 5 hereof or upon the Maturity of this Security) or if
interest due hereon or any portion of such interest is not paid when due in
accordance with paragraph 5 or 7 hereof, then in each such case the overdue
amount shall, to the extent permitted by law, bear interest at the rate of
1.125% per annum, compounded semiannually, which interest shall accrue from the
date such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on the next Interest Payment Date.

2. METHOD OF PAYMENT

          Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of Purchase Prices and Change in Control Purchase
Prices and at Maturity to Holders who surrender Securities to a Paying Agent to
collect such payments in respect of the Securities. The Company will pay any
cash amounts in money of the United States that at the time of payment is legal
tender for payment of public and private debts. However, the Company may make
such cash payments by check payable in such money.

3. PAYING AGENT, CONVERSION AGENT AND REGISTRAR

          Initially, Wells Fargo Bank, National Association, a national banking
association (the "Trustee"), will act as Paying Agent, Conversion Agent and
Registrar. The Company may appoint and change any Paying Agent, Conversion
Agent, Registrar or co-registrar without notice, other than notice to the
Trustee. The Company or any of its Subsidiaries or any of their Affiliates may
act as Paying Agent, Conversion Agent, Registrar or co-registrar. The Company
may maintain deposit accounts and conduct other banking transactions with the
Trustee in the normal course of business.


                                      A-4
<PAGE>

4. INDENTURE

          The Company issued the Securities under an Indenture dated as of April
12, 2006 (the "Indenture"), between the Company and the Trustee. The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the "TIA"). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are subject
to all such terms, and Securityholders are referred to the Indenture for a
statement of those terms.

          The Securities are senior unsecured obligations of the Company limited
to up to $750,000,000 aggregate Principal Amount (subject to Section 2.08 of the
Indenture). The Indenture does not limit other indebtedness of the Company,
secured or unsecured.

5. OPTIONAL REDEMPTION BY THE COMPANY

          At any time on or after April 5, 2009, and until (but excluding) April
4, 2011 the Company may redeem the Securities for Cash, in whole or in part,
only if the Sale Price of Common Stock is equal to or greater than 130% of the
Conversion Price then in effect for at least 20 Trading Days in the period of 30
consecutive Trading Days ending on the Trading Day immediately preceding the
date of the Company's mailing of the Notice of Redemption, where the "Conversion
Price" means the then applicable Redemption Price divided by the Conversion
Rate.

          Beginning on April 5, 2011 the Company may redeem all or part of the
Securities for cash at a price equal to 100% of the Principal Amount being
redeemed plus accrued and unpaid interest, to but excluding the Redemption Date.

6. PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER

          Securities or portions thereof shall be purchased by the Company at
the option of the holder for cash on the Repurchase Dates of April 1, 2011,
April 1, 2016 and April 1, 2021, at a purchase price equal to 100% of the
principal amount of the Securities to be repurchased. The Company shall pay any
accrued and unpaid interest, including Additional Interest, if any, thereon to,
but excluding, such Repurchase Date to the holders of such Securities at the
close of business on the record date immediately preceding such Repurchase Date.

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

7. PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL

          At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase the Securities
held by such Holder no the date that is 20 Business Days after the delivery of a
Change of Control Notice to be delivered in connection with the occurrence of a
Change in Control of the Company for a Change in Control Purchase Price equal to
the Principal Amount of the Securities to be


                                      A-5

<PAGE>

purchased, plus accrued and unpaid interest to, but excluding, the Change in
Control Purchase Date, which Change in Control Purchase Price shall be paid in
cash.

          Holders have the right to withdraw any Change in Control Purchase
Notice by delivering to the Paying Agent a written Notice of Withdrawal in
accordance with the provisions of the Indenture.

          If cash (and/or securities if permitted under the Indenture)
sufficient to pay the Change in Control Purchase Price, of, together with any
accrued and unpaid interest with respect to, all Securities or portions thereof
to be purchased as of the Change in Control Purchase Date is deposited with the
Paying Agent on or prior to the third Business Day following the Change in
Control Purchase Date, interest shall cease to accrue on such Securities (or
portions thereof) immediately after such Change in Control Purchase Date whether
or not the Security is delivered to the Paying Agent, and the Holder thereof
shall have no other rights as such (other than the right to receive the Change
in Control Purchase Price and accrued and unpaid interest upon surrender of such
Security).

8. CONVERSION

          Subject to the conditions and upon compliance with the provisions of
Article 11 of the Indenture, a Holder shall have the right, at such Holder's
option, to convert all or any portion (if the portion to be converted is $1,000
principal amount or an integral multiple thereof) of such Security at any time
if one or more of the following conditions for conversion are satisfied:

          (i) during any fiscal quarter the Sale Price for at least 20 trading
days in a period of 30 consecutive trading days ending on the last Trading Day
of the immediately preceding fiscal quarter of the Company exceeds the
Conversion Trigger Price.

          (ii) the Company calls the Securities for redemption, a Holder may
surrender Securities for conversion from the date of the Notice of Conversion
until the close of business on the second Business Day prior to the Redemption
Date; or

          (iii) In the event that the Company:

          (1) elects to distribute to all holders of Common Stock rights
entitling them to purchase, for a period expiring within 60 days after the
record date for such distribution, Common Stock at less than the average Sale
Price for the five consecutive Trading Days ending on the date immediately
preceding the first record date for such distribution; or

          (2) elects to distribute to all holders of Common Stock cash, debt
securities (or other evidence of Indebtedness) or other assets (excluding
dividends or distributions described in Sections 11.07(a) and (b) of the
Indenture, which distribution has a per share value as determined by the
Company's Board of Directors exceeding 15% of the average of the average Sale
Price for the five consecutive Trading Days ending on the date immediately
preceding the record date for such distribution, or


                                      A-6

<PAGE>

          (c) is a party to a Change in Control, or, upon an event that would
have been such a Change in Control but for the existence of one of the
exceptions set forth in Section 4.02 of the Indenture; a Holder may surrender
Securities for conversion at any time from and after the date which is 15 days
prior to the anticipated effective time of the Change in Control transaction
until 15 days after the actual effective date of such Change in Control
transaction (or, if such transaction also constitutes a Change in Control, until
the Change in Control Purchase Date). After the effective time of the
transaction, settlement of the Conversion Value will be based on the kind and
amount of cash, securities or other assets of the Company or another Person that
a holder of Common Stock received in such transaction (or, if such transaction
provides for the holders of Common Stock the right to receive more than a single
type of consideration determined based in part upon any form of stockholder
election, the weighted average of the types and amounts of consideration
received by the holders of Common Stock); provided that, for the avoidance of
doubt, the Conversion Value will be paid in cash and at the Company's election,
cash, common stock or a combination of cash and common stock in accordance with
the terms of the Indenture. The Company will notify Holders and the Trustee as
promptly as practicable following the date the Company publicly announces such
transaction (but in no event less than 20 days prior to the anticipated
effective date of such transaction).

          Holders may surrender their Securities for conversion at any time on
or after February 1, 2026 until the close of business on the day immediately
preceding the Maturity Date.

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

          The ability to surrender Securities for conversion will expire at the
close of business on the Business Day immediately preceding the Maturity Date.

          The Conversion Rate will be adjusted for dividends or distributions on
Common Stock payable in Common Stock or other Capital Stock; subdivisions,
combinations or certain reclassifications of Common Stock; distributions to all
holders of Common Stock of certain rights to purchase Common Stock for a period
expiring within 60 days of the record date for such distribution at less than
the Closing Price of the Common Stock at the Time of Determination;
distributions to such holders of assets (including shares of Capital Stock of a
Subsidiary) or debt securities of the Company or certain rights to purchase
securities of the Company; cash dividends or cash distributions; and
distributions in respect of a tender offer or exchange offer of the Common
Stock. However, no adjustment need be made if Securityholders may participate in
the transaction or in certain other cases. The Company from time to time may
voluntarily increase the Conversion Rate.

9. DEFAULTED INTEREST

          Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date or accrual date,
as the case may be, by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company as provided for in Section 12.02 of the
Indenture.


                                      A-7

<PAGE>

10. DENOMINATIONS; TRANSFER; EXCHANGE

          The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount and integral multiples of $1,000.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
or exchange of any Securities in respect of which a Repurchase Notice or Change
in Control Purchase Notice has been given and not withdrawn (except, in the case
of a Security to be purchased in part, the portion of the Security not to be
purchased).

11. PERSONS DEEMED OWNERS

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

12. UNCLAIMED MONEY OR SECURITIES

          The Trustee and the Paying Agent shall return to the Company upon
written request any money or Securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years,
subject to applicable unclaimed property laws. After return to the Company,
Holders entitled to the money or Securities must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another person.

13. AMENDMENT; WAIVER

          Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount of the Securities
at the time outstanding and (ii) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding. Subject to certain exceptions set forth in
the Indenture, without the consent of any Securityholder, the Company and the
Trustee may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 6 of the Indenture,
to add to the Company's covenants for the benefit of the Securityholders or to
surrender any right or power conferred, to comply with any requirement of the
SEC in connection with the qualification of the Indenture under the TIA and any
amendment thereof, or to make any change that does not adversely affect the
rights of any Holders.

14. DEFAULTS AND REMEDIES

          Under the Indenture, Events of Default include:

          (a) the Company defaults in the payment of the Principal Amount, a
Redemption Price, Repurchase Price or a Change in Control Purchase Price with
respect to any Security when such becomes due and payable;

          (b) the payment of any interest due upon any Security when the same
becomes due and payable and continuance of such default for a period of 30 days;


                                      A-8

<PAGE>

          (c) the Company fails to deliver the Settlement Amount due in
accordance with the terms of this Security and the Indenture upon conversion of
the Securities, together with cash in respect of any fractional shares, upon
conversion of any Securities and such default continues for a period of five
days or more;

          (d) the Company fails to comply with any of its agreements, covenants
or warranties in the Securities or the Indenture (other than those referred to
in clauses (a) and (b) above) and such failure continues for 60 days after
receipt by the Company of a Notice of Default;

          (e) the Company shall fail to (i) make any payment by the end of any
applicable grace period of Indebtedness in an amount in excess of $75,000,000
and continuance of such failure, or (ii) the acceleration of Indebtedness in an
amount in excess of $75,000,000 because of a default with respect to such
Indebtedness without such Indebtedness having been discharged or such
acceleration having been cured, waived, rescinded or annulled, in the case of
subclause (i) of this clause (5), for a period of 30 days after written notice
to us by the Trustee or to the Company and the Trustee by the Holders of not
less than 25% in aggregate Principal Amount of the Securities then outstanding;
provided, however, that if any such failure or acceleration referred to in (a)
or (b) above shall cease or be cured, waived, rescinded or annulled, then the
Event of Default by reason thereof shall be deemed not to have occurred; or

          (f) certain events of bankruptcy or insolvency.

          If an Event of Default occurs and is continuing, the Trustee, or the
Holders of at least 25% in aggregate Principal Amount of the Securities at the
time outstanding, may declare the Principal Amount through the date of such
declaration, and any accrued and unpaid interest through, but excluding, the
date of such declaration, on all the Securities to be due and payable
immediately.

          Under certain circumstances, the Holders of a majority in aggregate
principal amount of the outstanding Securities may rescind any Acceleration with
respect to the Securities and its consequences.

          Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it. Subject to certain limitations, Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Securityholders notice of any continuing Default (except a Default in payment of
amounts specified in clause (i) or (ii) above) if it determines that withholding
notice is in their interests.

15. TRUSTEE DEALINGS WITH THE COMPANY

          Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates


                                      A-9

<PAGE>

and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee.

16. NO RECOURSE AGAINST OTHERS

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

17. AUTHENTICATION

          This Security shall not be valid until an authorized officer of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Security.

18. ABBREVIATIONS

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

19. GOVERNING LAW

          THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.

          The Company will furnish to any Securityholder upon written request
and without charge a copy of the Indenture which has in it the text of this
Security in larger type. Requests may be made to:

Allergan Inc.
2525 Dupont Drive
Irvine, California 92612
Telephone No.: 949-246-4500
Facsimile No.: 714-246-4774
Attention: Matthew J. Maletta, Esq.


                                      A-10

<PAGE>

                                    EXHIBIT B

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

________________________________________________________________________________

________________________________________________________________________________
(Insert assignee's soc. sec. or tax ID no.)

________________________________________________________________________________

________________________________________________________________________________

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

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


                                       B-1

<PAGE>

                                    EXHIBIT C

                            FORM OF CONVERSION NOTICE

To convert this Security into Common Stock of the Company, check the box: [ ]

To convert only part of this Security, state the Principal Amount to be
converted (which must be $1,000 or an integral multiple of $1,000):

$_________________________

If you want the stock certificate made out in another person's name, fill in the
form below:

________________________________________________________________________________

________________________________________________________________________________
(Insert other person's soc. sec. or tax ID no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Print or type other person's name, address and zip code)


Date:                                   Your Signature:
      -------------------------------                   ------------------------
________________________________________________________________________________

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


                                       C-1

<PAGE>

                                    EXHIBIT D

                            FORM OF REPURCHASE NOTICE

To: Allergan, Inc.

The undersigned hereby requests and instructs the Company to repay the entire
principal amount of this Note, or a portion hereof (which is $1,000 principal
amount or an integral multiple thereof) below designated, on ___________ ___,
_____ in accordance with the terms of the Indenture referred to in this Note at
the Repurchase Price, to the registered holder hereof.

[If certificated Securities have been issued, add: The certificate number of the
Securities that the holder will deliver to be purchased is _____. If the
Securities are not in certificated form, the Repurchase Notice must comply with
appropriate Depositary procedures.]

Securities shall be purchased by the Company as of the Repurchase Date pursuant
to the terms and conditions specified in the Securities and in the Indenture.

Dated:
       ------------------------------


                                        ----------------------------------------
                                        Signature(s)

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

                                        Social Security or Other Taxpayer
                                        Identification Number Principal amount
                                        to be repaid (if less than all): $_,000
                                        NOTICE: The above signatures of the
                                        holder(s) hereof must correspond with
                                        the name as written upon the face of the
                                        Note in every particular without
                                        alteration or enlargement or any change
                                        whatever.


                                      D-1

<PAGE>

                                    EXHIBIT E

                    FORM OF CHANGE IN CONTROL PURCHASE NOTICE

To: Allergan, Inc.

The undersigned registered owner of this Note hereby acknowledges receipt of a
notice from Allergan, Inc. (the "Company") as to the occurrence of a Change in
Control with respect to the Company and requests and instructs the Company to
repay the entire principal amount of this Note, or the portion thereof (which is
$1,000 principal amount or an integral multiple thereof) below designated, in
accordance with the terms of the Indenture referred to in this Note, to the
registered holder hereof.

[If certificated Securities have been issued, add: The certificate number of the
Securities that the holder will deliver to be purchased is _____. If the
Securities are not in certificated form, the Change in Control Repurchase Notice
must comply with appropriate Depositary procedures.]

Securities shall be purchased by the Company as of the Change of Control
Purchase Date pursuant to the terms and conditions specified in the Securities
and in the Indenture.

Dated:
       ------------------------------


                                        ----------------------------------------
                                        Signature(s)

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

Social Security or Other Taxpayer Identification Number Principal amount to be
repaid (if less than all): $___,000 NOTICE: The above signatures of the
holder(s) hereof must correspond with the name as written upon the face of the
Note in every particular without alteration or enlargement or any change
whatever.


                                      E-1